TCR_Public/090824.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 24, 2009, Vol. 13, No. 234

                            Headlines

ADVANCED HOMECARE: S&P Gives Positive Outlook, Affirms 'B' Rating
ADVANTA CORP: Amends Registration Statement on RediReserve Notes
AFC ENTERPRISES: JPMorgan-Led Lenders Relax Loan Covenants
AFC ENTERPRISES: Posts $6.4 Mil. Profit for Quarter Ended July 12
AJA NEW YORK: Gets Court's Interim Nod to Use Cash Collateral

ALVIN JACKSON: Case Summary & 5 Largest Unsecured Creditors
AMERICAN MEDICAL: S&P Assigns 'B' Rating on Various Notes
ARAMARK CORP: Bank Debt Trades at 6% Off in Secondary Market
ASAT HOLDINGS: Appoints Eric Thompson as CRO & Interim CEO
AVCORP INDUSTRIES: Not In Compliance With EDC Financial Covenants

AVIS BUDGET: Bank Debt Trades at 11.5% Off in Secondary Market
BAYWOOD INT'L: Has $7.6MM Q2 Net Loss; Going Concern Doubt Raised
BAYTEX ENERGY: Moody's Gives 'B3' Rating on Mulled C$150MM Notes
BAYTEX ENERGY: S&P Assigns 'B' Rating on C$150MM Unsec. Notes
BEARD COMPANY: Dillingham and Brown Join Board of Directors

BEARD COMPANY: Posts $5.13MM Net Earnings for June 30 Quarter
BERNARD MADOFF: Cohmad VP Asks Dismissal of SEC, Picard Claims
BLOCKBUSTER INC: Bank Debt Trades at 17% Off in Secondary Market
BRIGHT HORIZONS: Bank Debt Trades at 5% Off in Secondary Market
BROADSTRIPE LLC: May Not be Able to Exit Ch 11 Until March 2010

BUILDING MATERIALS: Posts $70.MM Net Income for July 5 Quarter
BURNETT ROAD: Case Summary & 3 Largest Unsecured Creditors
CAPITAL GROWTH: Net Loss Widens to $14.1MM for June 30 Quarter
CAPITALSOUTH BANK: Closed; IBERIABANK Assumes All Deposits
CARAUSTAR INC: Emerges from Bankruptcy in Record 82 Days

CARDTRONICS INC: Moody's Reviews 'B3' Ratings for Likely Downgrade
CAREAMERICA INC: Trustee's Fraudulent Transfer Claims Implausible
CARLOS RODRIGUEZ: Meeting of Creditors Scheduled for September 11
CBI ACQUISITION: Voluntary Chapter 11 Case Summary
CEDAR FAIR: Bank Debt Trades at 3% Off in Secondary Market

CELL THERAPEUTICS: Closes Offering of $30MM Preferreds, Warrants
CELL THERAPEUTICS: To Issue Series 2 Convertible Preferreds
CERBERUS CAPITAL: Hedge Funds Face Liquidations, Says Report
CERUS CORP: Inks Placement Agency Agreement with Cowen and Co.
CHAMPION ENTERPRISES: Obtains 30-Day Waiver Under Credit Facility

CHARTER COMM: Ortiz Wants Claim Deemed Nondischargeable
CHARTER COMM: Plan Hearings to Continue Until September 2
CHOCTAW RESORT: Moody's Downgrades Corp. Family Rating to 'B2'
CIFG GUARANTY: Moody's Junks Insurance Strength Rating From 'Ba3'
CIRCUS AND ELDORADO: S&P Downgrades Corp. Credit Rating to 'B-'

CIRTRAN CORP: YA Global Agrees to Forbearance Until July 2010
CIRTRAN CORP: Recods $1.3MM Net Loss for First Half 2009
CITIGROUP INC: Registers 3 Classes of Securities on NYSE Arca
CLAIRE'S STORES: Bank Debt Trades at 35% Off in Secondary Market
CLARE HOUSE: Voluntary Chapter 11 Case Summary

CLARIENT INC: Files Copy of Q1 Earnings Release, Call Transcript
CLEARPOINT BUSINESS: Narrows Net Loss to $283,531 for June 30 Qtr
CLEARPOINT BUSINESS: Inks Amendment to ComVest Loan Agreement
COMMUNITY HEALTH: Bank Debt Trades at 7% Off in Secondary Market
COMSTOCK HOMEBUILDING: Slashes $17.8MM of Debt in Foreclosure Deal

CONGOLEUM CORP: District Court Reverses Dismissal, to Handle Case
CONSPIRACY ENTERTAINMENT: Posts $1.6MM Net Loss for June 30 Qtr
CONTRACTOR TECHNOLOGY: 5th Cir. Says Stay Protects Creditors Too
COOPERATIVE BANKSHARES: Bank Closure Cues Chapter 7 Filing
COYOTES HOCKEY: Balsillie Wants Bid Allowed Despite NHL Denial

COYOTES HOCKEY: To Go on One-Week Vacation Prior to Bids Hearing
CREATIVE LOAFING: Two Bidders to Vie for Six Newspapers
CRYOPORT INC: Swings to $363,276 Net Income for June 30 Quarter
DANA HOLDING: Bank Debt Trades at 26% Off in Secondary Market
DAVID YOUNG: Court Blocks Improper Use of Corporate Assets

DBSI INC: To Be Taken Over by Chapter 11 Trustee
DEBT RELIEF: Texas Attorney Gen. Wants to Recover $4.6 Million
DEL MONTE: Moody's Changes Outlook to Positive, Keeps 'Ba3' Rating
DEVELOPERS DIVERSIFIED: To Repurchase Notes at Dutch Auction
DEX MEDIA: Bank Debt Trades at 14% Off in Secondary Market

DRAGON PHARMACEUTICAL: Has $2.05MM Q2 Net Profit for June 30 Qtr
DUSTY SMITH: Defaults $130MM Loan; Foreclosure Auction on Tuesday
E*TRADE FIN'L: Stockholders OK $1.7BB Exchange-Related Proposals
E*TRADE FIN'L: $1.7BB of Zero Coupon Debentures to be Exchanged
EBANK, ATLANTA: Closed by OTC; Stearns Bank Assumes Deposits

ECLIPSE AVIATION: Buyer to Reopen Plant September 1
ELEMENT ALUMINUM: Can Initially Access DIP Loans from Holdings
EMISPHERE TECHNOLOGIES: Closes Sale of $4MM Shares to 2 Investors
EMMIS COMMUNICATIONS: BofA-Led Lenders Relax Loan Covenants
EMPIRE RESORTS: Makes $2.6MM Interest Payment on 5-1/2% Notes

EMPIRE RESORTS: Registers 7,081,966 Shares for Resale
EVERGREEN TRANSPORTATION: Gets Initial Nod on Silver Voit Hiring
EVERGREEN TRANSPORTATION: Has Until August 31 to File Schedules
FAIRPOINT COMM: Bank Debt Trades at 24% Off in Secondary Market
FIRST COWETA, NEWMAN: Closed; United Bank Assumes All Deposits

FLINTKOTE COMPANY: Court Sets Sept 21 Supplemental Voting Deadline
FORD MOTOR: Bank Debt Trades at 15% Off in Secondary Market
FRONTIER AIRLINES: Supplements Republic-Backed Chapter 11 Plan
FRONTIER AIRLINES: Reports Second Quarter 2009 Results
FRONTIER AIRLINES: Amends Investment Agreement With Republic

GAMESTOP CORP: Weak Earnings Won't Affect Moody's 'Ba1' Rating
GATEHOUSE MEDIA: Payment Terms on 2007 Morris Deal Amended
GATEHOUSE MEDIA: Posts $496.4 Million Net Loss for June 30 Quarter
GENERAL MOTORS: Millions of Shares of Old GM Continue Trading
GOLDEN EAGLE: Posts $495,410 Net Loss for June 30 Quarter

GOOD DRINK: Case Summary & 12 Largest Unsecured Creditors
GREATER ATLANTIC: Amends Tender Offer Statement on TruPS Buyback
GREDE FOUNDRIES: To Shut Down Wichita Plant This Year
GUARANTY BANK, AUSTIN: BBVA Compass Assumes All Deposits
HAIGHTS CROSS: Has Deal-in-Principle with Lenders, Sr. Noteholders

HALCYON HOLDING: Case Summary & 16 Largest Unsecured Creditors
HCA INC: Bank Debt Trades at 6% Off in Secondary Market
HEALTH MANAGEMENT: Bank Debt Trades at 6% Off in Secondary Market
HEALTH NET: S&P Downgrades Counterparty Credit Rating to 'BB-'
HEALTH NET: S&P Withdraws 'BB' FSR Following Merger

HEARTLAND INC: Posts $34,116 Net Loss for June 30 Quarter
HUNTER DEFENSE: Moody's Affirms Corporate Family Rating at 'B2'
HERTZ CORP: Bank Debt Trades at 5% Off in Secondary Market
HUMBOLDT CREAMERY: Sells Business for $20.5 Million
HVR SO. MIDWAY: Case Summary & 15 Largest Unsecured Creditors

INDIAN VALLEY: Case Summary & 7 Largest Unsecured Creditors
JL FRENCH: Gets Green Light to Solicit Acceptances of Plan
JOE GIBSON: Settling Customers Turning in Vehicles for Trade
JOHN WHITNEY: U.S. Trustee Sets Meeting of Creditors for Sept. 3
JOHNSON DAIRY: Bankruptcy Court Approves Sale of Cows

LABELCORP HOLDINGS: S&P Gives Negative Outlook, Affirms 'B' Rating
LANDAMERICA FINANCIAL: Creditors Want 1031 Lawyers' Fees Cut
LEAR CORP: Bank Debt Trades at 21% Off in Secondary Market
LAS VEGAS SANDS: Bank Debt Trades at 23% Off in Secondary Market
LEEWARD SUBDIVISION: Case Summary & 16 Largest Unsecured Creditors

LEHMAN BROTHERS: U.K. Judgment to Delay Return of Funds, Says PwC
LEHMAN BROTHERS: Paid Advisers $308 Million for 10 Months' Work
LITHIUM TECHNOLOGY: Restates September 2008 Financial Report
LODGENET INTERACTIVE: Ritondaro to Step Down as SVP-Finance & Info
LOOKOUT ROAD: Meeting of Creditors Scheduled for August 31

LOOKOUT ROAD: Wants to Hire PronskePatel as Bankruptcy Counsel
LOOKOUT ROAD: Wants Schedules Filing Extended Until August 27
LOUISIANA FILM: Court OKs Involuntary Chapter 11 Petition
LUNA INNOVATIONS: 10-Q Filing Delay Causes NASDAQ Non-Compliance
MAGNA ENTERTAINMENT: Court Sets September 9 Bar Date for MECPRS

MAGNA ENTERTAINMENT: Wants to Sell Remington Park to Global Gaming
MAGNA ENTERTAINMENT: Has $80 Million Deal to Sell Remington Park
MAGNACHIP SEMICONDUCTOR: Panel Can Hire Drinker Biddle as Counsel
MAGUIRE PROPERTIES: EVP Lammas to Step Down, Become Consultant
MARITZA URDINOLA: Meeting of Creditors Scheduled for September 9

MERCER INT'L: Shares Presentation Materials for IEA Conference
METRO ONE: To File for Bankruptcy if Laurus Wins Lawsuit
METRO PCS: Bank Debt Trades at 5% Off in Secondary Market
METRO-GOLDWYN-MAYER: Bank Debt Trades at 44% Discount
MICHAELS STORES: Bank Debt Trades at 11% Off in Secondary Market

MICHAELS STORES: Allowed to Borrow Funds to Repay Deutsche Bank
MIDWAY GAMES: Wants Plan Filing Period Extended Until September 29
MORRIS PUBLISHING: Amends Payment Terms on 2007 GateHouse Deal
MORRIS PUBLISHING: Incurred $2.6MM in Q2 Restructuring Fees
MORRIS PUBLISHING: Lenders Extend Forbearance Until Aug. 28

NAVISTAR INT'L: Files Pro Forma Financials on Monaco Purchase
NAVISTAR INT'L: Files Financial Info on Blue Diamond Joint Venture
NAVISTAR INT'L: To Close Indianapolis Casting Foundry by Dec. 31
NCI BUILDING: Has $250 Mil. Equity Investment Deal with CD&R Fund
NCI BUILDING: Inks Amendment to Employment Agreements

NCI BUILDING: S&P Downgrades Corporate Credit Rating to 'CC'
NCI BUILDING: Sees Profitable Fiscal Q3; Waivers Extended to Sept.
NEIMAN MARCUS: Bank Debt Trades at 17% Off in Secondary Market
NIELSEN CO: Bank Debt Trades at 6% Off in Secondary Market
NEWPAGE CORP: NPI Extends Debt Tender Offers to September 4

NEWPAGE CORP: Continues Lender Talks to Obtain Covenant Waiver
NORBOURG ASSET MANAGEMENT: Founder's Fraud Sentence Cut to 5 Years
NORTEL NETWORKS: French Court Extends Deadline to Sell Unit
NORTEL NETWORKS: Ericsson May Bid for More Wireless Patents
NORTH AMERICAN TECH: Opus 5949 Moves Payment Deadline to Aug. 31

NOVA RETAIL: Case Summary & 20 Largest Unsecured Creditors
ONE REALCO: Wants to Hire Griffith Jay as Bankruptcy Counsel
PHILADELPHIA NEWSPAPERS: Financing Mediation to Continue Monday
ONE REALCO: U.S. Trustee Sets Meeting of Creditors for Sept. 16
ONE REALCO: Wants Schedules Filing Extended Until September 11

PACIFIC ENERGY: Wants to Abandon Cook Inlet Assets, Mayor Says
PATIENT SAFETY: Has $3.9MM Q2 Net Loss; Warns of Liquidity Crunch
PAY88 INC: Has $414,950 Q2 Net Loss, Defaults on Convertible Notes
PHILADELPHIA NEWSPAPERS: Toll Brothers Exec Part of Buyer Group
POWER EFFICIENCY: Closes Placement of $835,000 of Preferreds

PRIME STAR: Posts $2.3MM Net Loss for 6 Months Ended June 30
PROVIDENT ROYALTIES: Investors Committee Balks at Sale to Sinclair
PROVIDENT ROYALTIES: Ch 11 Trustee Taps PB as Special Counsel
PROVIDENT ROYALTIES: Files Schedules of Assets and Liabilities
PROVIDENT ROYALTIES: Can Use Sinclair Entities Cash Until Aug 27

PROVIDENT ROYALTIES: Investors Committee Taps RM as Local Counsel
PROVIDENT ROYALTIES: Ch 11 Trustee Taps Munsch Hardt as Counsel
PULTE HOMES: S&P Affirms Corporate Credit Rating at 'BB'
QIMONDA NA: Texas Instruments to Buy Chip Equipment for $172.5MM
RAINBOWS UNITED: August 17 Hearing Rescheduled for September 17

READY MIX: Seeks Waiver From National Bank of Arizona
REALOGY CORP: Bank Debt Trades at 24% Off in Secondary Market
REVLON INC: Files Summary of Key Terms Related to Exchange Offer
ROBERT MIELL: Gov't, Lender Want Rental Property Liquidated
RONSON CORP: Has $481,000 Q2 Net Loss; Going Concern Doubt Raised

SADHIL LLC: Voluntary Chapter 11 Case Summary
SAGEMARK COMPANIES: In Talks with Creditors, Warns of Bankruptcy
SARATOGA RESOURCES: To Return 100 Cents-on-Dollar to Creditors
SEMGROUP LP: Canadian Creditors' Meeting Scheduled on Sept. 10
SEMGROUP LP: CCAA Monitor Supports Chapter 15 Petitions

SEMGROUP LP: Producer's Committee Wants Plan Hearing Adjourned
SEMGROUP LP: Texas Agencies Object to Plan Confirmation
SEMGROUP LP: To Exceed Capital Expenditures Set by CCAA Order
SEMGROUP LP: Seeks to Assume Pacts With SemGroup Energy
SEMGROUP LP: SemFuel Assets Sold to Noble for $65.3 Million
SENTINEL LTD: S&P Downgrades Series 2 Ratings to 'D'

SEQUOIA COMM: To Close After Failing to Raise Additional Capital
SIX FLAGS: Former VP Wants Pension Plans Protected
SIX FLAGS: Operating Report for Quarter Ended June 30
SIX FLAGS: Premier International's Schedules of Assets & Debts
SIX FLAGS: Premier International's Statement of Fin'l Affairs

SIX FLAGS: Schedules of Assets and Liabilities
SIX FLAGS: Statement of Financial Affairs
SIMMONS CO: Swings to $8.9MM Net Loss for First Half 2009
SINCLAIR BROADCAST: Has Tentative Deal with Noteholders Group
SONIC AUTOMOTIVE: Conversion Price of Series A Notes Reduced

SONIC AUTOMOTIVE: New Fin'l Info Reflects Discontinued Operations
SPARTANS INC: Court Confirms Reorganization Plan
STERLING FINANCIAL: Fitch Junks Issuer Default Rating From 'BB'
SPANSION INC: Delays Quarter Results Filing
SPANSION INC: Proposes to Reject Executory Contract With ASML US

SPANSION INC: Sec. 341 Meeting Continued to September 22
SPANSION INC: Suspends MOU With Advanced Semiconductor
SPANSION INC: Wants to Assume Cross License Contract With IBM
SPORT CHALET: Seeks Shareholder OK of Option Exchange in September
STERLING MINING: Higdem and Sande Appointed to Board of Directors

STRIKEFORCE TECHNOLOGIES: Posts $688,693 Net Loss for June 30 Qtr
SUNGARD DATA: Bank Debt Trades at 5% Off in Secondary Market
TENSAR CORP: S&P Junks Corporate Credit Rating From 'B-'
TERRA ENERGY: Has $568,735 Q2 Net Loss; Going Concern Raised
TRACY BROADCASTING: Case Summary & 12 Largest Unsecured Creditors

TRANSAX INT'L: Has $3.4MM Q2 Net Loss; Going Concern Doubt Raised
TRIBUNE CO: Signs Pact to Sell Cubs to Rickets for $845-Mil.
TRIBUNE LTD: S&P Cuts Ratings on Series 45, 46 of Notes to 'D'
TRIBUNE LTD: S&P Downgrades Ratings on Series 47 Notes to 'D'
TRUE TEMPER SPORTS: Lenders Extend Forbearance Through August 31

UBS AG: To Meet With Canada Revenue Agency in September
US FOODSERVICE: Bank Debt Trades at 20% Off in Secondary Market
VIRIDIAN LLC: Case Summary & 5 Largest Unsecured Creditors
VISTEON CORP: Bank Debt Trades at 38% Off in Secondary Market
WESTERN UNION: Has $4.1MM PBGC Deal to Strengthen Plan Funding

WESTMARK HOMES: Court OKs Termination of Mira Villa Contracts
WILLIAM WHITE: Debtor's Tenants Told to Visit District Court
WHIRLPOOL CORPORATION: Moody's Affirms 'Ba1' Senior Shelf Rating
YMCA: May File for Ch 11 Bankruptcy Due to Decline in Donations
YOUTH AND FAMILY: S&P Gives Negative Outlook, Affirms 'B' Rating

* 4 Banks Shuttered; Year's Bank Failures Now 81
* New York Bankruptcies Climb 21% in 1st Half of 2009
* Bernanke Says Global Economy Emerging From Recession

* BOND PRICING -- For the Week From August 17 to 21, 2009

                            *********


ADVANCED HOMECARE: S&P Gives Positive Outlook, Affirms 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
outlook on Dallas, Texas-based Advanced Homecare Holding Inc.
(AHH) to positive from stable.  At the same time, S&P affirmed its
ratings on the company, including its 'B' corporate credit, 'BB-'
senior secured, and 'CCC+' secured ratings.

"Our rating outlook revision reflects AHH's improved financial
risk profile and S&P's belief that, if the company's strong local
market positions and growth prospects continue to achieve a good
measure of success, it can absorb a modest rate cut without a
significant erosion of its financial risk profile," said Standard
& Poor's credit analyst David Peknay.

The rating on Advanced Homecare reflects its operating
concentration in the highly competitive home health care industry
and its vulnerability to a decline in government reimbursement.
Notwithstanding revenue growth of about 25% in the past year, AHH
(d/b/a Encompass Home Health Inc.) remains a small player in the
competitive home health care field focusing on serving the elderly
population in Texas, Oklahoma, New Mexico and Colorado.  It is
highly vulnerable to reductions in reimbursement from government
sources.

AHH's currently strong operating margins are a result of its focus
on high-acuity patients and concentration in its local markets
that allows for economies of scale.  While AHH benefits from
favorable industry trends such as the aging population, rising
consumer preference to be cared for at home, and technological
advances in mobile equipment, S&P views reimbursement risk as a
chronic threat, particularly during periods of economic weakness.
In particular, since Medicare accounts for a large majority of
AHH's revenue, the company is exposed to potential reductions or
regulatory changes in Medicare reimbursement for home health
services.  Although Medicare rates were relatively flat in 2008
and 2009, recent proposals suggest that cuts are possible over the
next few years.


ADVANTA CORP: Amends Registration Statement on RediReserve Notes
----------------------------------------------------------------
Advanta Corp. has filed a Pre-Effective Amendment No. 2 to its
Registration Statement in connection with its offering of
$500,000,000 Principal Amount of Senior Debt Securities, called
RediReserve variable rate certificates and investment notes with
maturities of 91 days to 10 years.

The RediReserve certificates and investment notes are senior
unsecured debt obligations of Advanta Corp. that will rank equal
in right of payment with our existing and future unsecured senior
debt, and effectively rank junior to all secured debt of Advanta
Corp. and to all indebtedness and other liabilities of its
subsidiaries.  RediReserve certificates are non-negotiable
instruments that do not have a maturity date and pay interest at a
variable rate.  A RediReserve certificate is a demand investment
that is redeemable in whole or in part at any time at the option
of the holder.  Investment notes are non-negotiable term notes,
each with a fixed maturity date, and pay interest at a fixed rate
or variable rate, as provided in the applicable prospectus
supplement.

In filing the Amendment, the Company seeks to delay its effective
date until the Company files a further amendment which
specifically states that "this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended," or "until the Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may
determine."

Advanta may offer investment notes from time to time with
maturities ranging from 91 days to 10 years, at its option.
Advanta will establish interest rates for the securities offered
by the prospectus from time to time in supplements to the
prospectus.  Advanta also may vary other terms of the securities
offered by the prospectus from time to time in supplements to the
prospectus.

Unless it provides otherwise in a prospectus supplement, Advanta
will sell the RediReserve certificates and the investment notes
directly through its employees.

The RediReserve certificates and the investment notes are not
investment grade.  RediReserve certificates and the investment
notes are not rated by any of the rating agencies.  Advanta,
however, notes its unsecured debt has been rated Caa3 with a
negative outlook by Moody's Investor Services and C by Fitch
Ratings.

Advanta will not list the RediReserve certificates or the
investment notes for sale on a securities exchange.  Advanta does
not expect that any active trading market for these securities
will develop or be sustained.

An investment in the RediReserve certificates or the investment
notes involves risks.  Neither the RediReserve certificates nor
the investment notes are insured or guaranteed by any third party
guarantor, including any bank or other private entity, the Federal
Deposit Insurance Corporation or other governmental agency.

Advanta will receive all of the proceeds from the sale of the
RediReserve certificates and the investment notes, from which
Advanta will pay underwriters' discounts and commissions, if any.

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the
securities or passed upon the adequacy or accuracy of this
prospectus.  Any representation to the contrary is a criminal
offense.

A full-text copy of the Company's Form S-3/A filing is available
at no charge at http://ResearchArchives.com/t/s?42cc

As reported by the Troubled Company Reporter on August 12, 2009,
Advanta said its ability to continue as a going concern may depend
on the successful implementation of a plan for new business
opportunities.

Its bank subsidiary, Advanta Bank Corp., is subject to the
requirements of two agreements with the Federal Deposit Insurance
Corporation.  The agreements place significant restrictions on
Advanta Bank's activities and operations, including its deposit-
taking operations, and require Advanta Bank Corp. to maintain a
total risk-based capital ratio of at least 10% and a tier I
leverage capital ratio of at least 5%.  Its continued operations
may depend on Advanta Bank Corp.'s ability to comply with the
requirements of the regulatory agreements, the Company said.

In addition, one of the regulatory agreements provides that
Advanta Bank Corp. terminate its deposit-taking activities and
deposit insurance after payment of its existing deposits, unless
it submits a plan for the continuation of its deposit-taking
operations and deposit insurance that is approved by the FDIC.  If
Advanta Bank is unable to obtain approval from the FDIC to
continue its deposit-taking operations it could reduce new
business opportunities it might want to pursue.  The Company also
noted that while it does not anticipate funding its operations
through increasing Advanta Bank deposits in the immediate future,
if Advanta Bank is unable to obtain approval from the FDIC to
continue its deposit taking operations, the Company may need to
find alternative sources of funding at some point in the future.
"If we are unable to develop and implement new business
opportunities that will generate sufficient revenues and profits
or if we are unable to access sufficient funding for new business
opportunities, we may not be able to continue as a going concern,"
Advanta Corp. said.

As of June 30, 2009, the Company had $3,128,981,000 in assets
against total liabilities of $3,031,763,000.

                        About Advanta Corp.

Spring House, Pennsylvania-based Advanta Corp. (NASDAQ: ADVNB;
ADVNA) -- http://www.advanta.com/-- manages one of the nation's
largest credit card portfolios (through Advanta Bank Corp.) in the
small business market.  Founded in 1951, Advanta has long been an
innovator in developing and introducing many of the marketing
techniques that are common in the financial services industry.


AFC ENTERPRISES: JPMorgan-Led Lenders Relax Loan Covenants
----------------------------------------------------------
AFC Enterprises, Inc., on August 14, 2009, entered into a third
amendment and restatement to its Credit Facility, with JPMorgan
Chase Bank, N.A., J.P. Morgan Securities Inc., the Lender parties
thereto and Bank of America, N.A., which amends and replaces the
existing Second Amended and Restated Credit Agreement, dated as of
May 11, 2005, as amended.  The 2005 Credit Facility, as amended
and restated, consists of a revolving credit facility and a term
loan facility.

The 2005 Credit Facility, as amended and restated, extends (a) the
maturity date of the term loan facility and the amortization
period for two years, to May 11, 2013 and (b) the maturity date of
the revolving loan facility for two years, to May 11, 2012.

In connection with the closing of the amendment and restatement,
the Company prepaid and reduced its outstanding term loan debt by
$7.0 million (or roughly 6.33%) and decreased its revolving loan
commitment from $60,000,000 to $48,000,000.

The 2005 Credit Facility, as amended and restated, provides the
Company greater financial flexibility with its Total Leverage
Ratio covenant by providing that the Total Leverage Ratio may not
exceed (i) 3.00x for any period prior to May 11, 2012 and (ii)
2.75x for any period after May 11, 2012.  Previously, the Company
was required to pay (i) 50% of its Consolidated Excess Cash Flow
to reduce its term loans if its Total Leverage Ratio was equal to
or greater than 3:00 : 1.00.

The 2005 Credit Facility now requires prepayment if the Company's
Total Leverage Ratio is equal to or greater than 2.00 : 1.00, as
measured on the last day of any fiscal year.  If all or any
portion of the term loan facility is repaid through a repricing or
refinancing pursuant to any amendment thereof at more favorable
rates than provided in the 2005 Credit Facility, as amended and
restated, each lender holding loans under the term loan facility
will be paid a call premium of 1% if prepaid before May 11, 2010
or 0.5% if prepaid before May 11, 2011.

Under the 2005 Credit Facility, as amended and restated, the
Applicable Rates are adjusted to market spreads of 3.5% for
Alternate Base Rate Loans and 4.5% for Eurodollar Loans.  The
Adjusted LIBO Rate will not be less than 2.5% and the Alternative
Base Rate will not be less than 3.5%.  In the event that the
Company's credit rating is downgraded, the Applicable Rates may
increase up to an additional 1%, as described more fully in the
2005 Credit Facility.

The 2005 Credit Facility, as amended and restated, also modifies
certain negative covenants.  The Company may not repurchase its
common stock unless the Total Leverage Ratio after giving pro
forma effect to such repurchase is less than 1.75 : 1.00.  The
Company may not permit the aggregate amount of consolidated
capital expenditures of the Company or its subsidiaries to exceed
$10,000,000 in any fiscal year.  In addition, the Company may not
make more than $15,000,000 in Permitted Acquisitions in any fiscal
year and $25,000,000 in the aggregate, except to the extent it
subsequently sells such acquired assets.

In addition, the Borrower will not permit the aggregate amount of
Consolidated Capital Expenditures made by the Borrower and the
Subsidiaries in any fiscal year to exceed the corresponding
amount:

                                            Consolidated
                                            Capital
     Fiscal Year                            Expenditures
     -----------                            ------------
     2005 to 2008                            $25,000,000
     2009 and thereafter                     $10,000,000

In the third quarter of 2009, the Company expects to expense $1.1
million for consent fees and write-off approximately $800,000 for
debt issuance costs and realization of derivative losses.  Roughly
$1.8 million for fees related to the amendment are expected to be
paid and recorded as deferred debt issuance costs and will be
amortized over the remaining life of the facility.

AFC Enterprises Chief Financial Officer Mel Hope stated, "We are
satisfied with the market terms of this facility and we appreciate
the cooperation of our lenders in giving us greater financial
flexibility to drive our business and return shareholder value."

A full-text copy of the Third Amended and Restated Credit
Agreement, dated August 14, 2009, among AFC Enterprises, Inc., the
Lenders party thereto, JPMorgan Chase Bank, N.A., J.P. Morgan
Securities Inc. and Bank of America, N.A., is available at no
charge at http://ResearchArchives.com/t/s?427e

AFC Enterprises, Inc. (Nasdaq: AFCE) -- http://www.afce.com/-- is
the franchisor and operator of Popeyes restaurants, the world's
second-largest quick-service chicken concept based on number of
units.  As of July 12, 2009, Popeyes had 1,905 restaurants in the
United States, Puerto Rico, Guam and 26 foreign countries.


AFC ENTERPRISES: Posts $6.4 Mil. Profit for Quarter Ended July 12
-----------------------------------------------------------------
AFC Enterprises, Inc., reported results for its second fiscal
quarter of 2009 which ended July 12, 2009.  The Company also
updated earnings guidance for fiscal 2009 and provided an update
on its strategic plan.

Second Quarter 2009 Highlights compared to Second Quarter 2008:

     -- Net income was $6.4 million, or $0.25 per diluted share,
        compared to $6.6 million, or $0.26 per diluted share, last
        year.  Excluding the impact from other non-operating
        income, net income was $4.7 million, or $0.18 per diluted
        share, compared to $4.3 million, or $0.17 per diluted
        share, last year.

     -- Total revenues were $35.7 million compared to
        $39.3 million last year.  Total revenues were lower
        primarily due to the Company's successful re-franchising
        of 27 company-operated restaurants in the Atlanta and
        Nashville markets.  Lower revenues were partially offset
        by an increase in franchise royalty revenue as a result of
        positive same-store sales.

     -- System-wide sales increased by 4.9% compared to an
        increase of 1.5% last year.

     -- Global same-store sales increased 4.3% compared to a
        decrease of 1.4% last year. Domestic same-store sales
        increased 4.3% compared to a decrease of 1.7% last year.
        International same-store sales were positive for the
        eleventh consecutive quarter, with an increase of 3.9%
        compared to an increase of 1.7% last year.

     -- The Company opened 16 restaurants and closed 22
        restaurants, resulting in net closings of 6 restaurants.
        At the end of the second quarter of 2009, total unit count
        was 1,905 compared to 1,901 at the end of the second
        quarter last year.

     -- The Company completed the re-franchising of 13 restaurants
        in the Atlanta market and sold 9 properties in the Texas
        market. The Company received $7.5 million in combined net
        proceeds and recognized a net gain of $2.8 million during
        the quarter from these activities.

     -- Year-to-date, the Company generated $14.7 million of free
        cash flow, compared to $16.8 million during the same
        period last year.

As of July 12, 2009, the Company had $142.5 million in total
assets and $36.1 million in total current liabilities and
$133.1 million in total long-term liabilities, resulting in
$26.7 million in stockholders' deficit.

AFC Enterprises Chief Executive Officer Cheryl Bachelder stated,
"In the second quarter, we moved aggressively to grow our market
share by giving our guests what they want from us - superior
Louisiana food with compelling value.  Our decision to use
national media to deliver our message drove ad awareness increases
of 14 percentage points over a year ago, bringing positive traffic
increases to our restaurants.  As a result, our second quarter
same-store sales performance was strong, and our earnings
performance year-to-date is on track.  This was accomplished in
the face of the weakest QSR traffic quarter since the second
quarter of 2001 and significant new product activity from our
competition. Going forward we will continue to implement the
strategic plan that has led to these results."

                       Fiscal 2009 Guidance

Given its year-to-date same-store sales performance, the Company
is now projecting global same-store sales for fiscal 2009 to be in
the range of 0.0% to positive 2.0%, an increase from the Company's
previous guidance of negative 1.0 percent to positive 1.0%.

Consistent with previous guidance, the Company expects its global
new openings to be in the range of 90 to 110 restaurants.  Due to
improved restaurant performance and a favorable year-to-date
restaurant closure rate, the Company now expects its closures to
be 110 to 120 restaurants resulting in 0 to 30 net restaurant
closings, compared to previous guidance of 140 to 160 restaurant
closures and 30-70 net restaurant closings.  Popeyes restaurant
closures typically have sales significantly lower than the system
average.

The Company expects fiscal 2009 general and administrative
expenses to be consistent with its previous guidance of 3.1% to
3.2% of system-wide sales, among the lowest in the restaurant
industry.  The Company will continue to tightly manage its general
and administrative expenses and invest in key strategic
initiatives, including its continued commitment to national media
advertising and operations improvements, which management believes
are essential for the long-term growth of the brand.

The Company now expects 2009 earnings to be $0.66 to $0.70 per
diluted share, compared to previous guidance at the upper end of
the range of $0.62 to $0.67 per diluted share.  Adjusted earnings
per share are expected to be $0.65 to $0.69 in 2009 as compared to
$0.65 in the prior year.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?427f

AFC Enterprises, Inc. (Nasdaq: AFCE) -- http://www.afce.com/-- is
the franchisor and operator of Popeyes restaurants, the world's
second-largest quick-service chicken concept based on number of
units.  As of July 12, 2009, Popeyes had 1,905 restaurants in the
United States, Puerto Rico, Guam and 26 foreign countries.


AJA NEW YORK: Gets Court's Interim Nod to Use Cash Collateral
-------------------------------------------------------------
According to Bill Rochelle at Bloomberg, AJA New York Restaurant
Holdings LLC and its affiliates received authorization from the
U.S. Bankruptcy Court for the Eastern District of New York for the
temporary use of cash representing collateral for secured lenders'
claims.  The Bankruptcy Court will consider final approval of the
cash collateral use on Sept. 1.

AJA New York runs nine Burger King restaurants in Brooklyn, New
York.  AJA New York and its affiliates filed for Chapter 11
protection on Aug. 12 in Brooklyn, New York (Bankr. E.D.N.Y. Case
No. 09-46885).  Franchisor Burger King Corp., owed $841,000, has
the second-largest unsecured claim.  The petition says debt is
less than $10 million.


ALVIN JACKSON: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Alvin L. Jackson, Jr.
        8102 Chipplegate Drive
        Richmond, VA 23227

Bankruptcy Case No.: 09-35343

Chapter 11 Petition Date: August 20, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Debtor's Counsel: Thomas H. Gays II, Esq.
                  Saunders, Cary & Patterson
                  9100 Arboretum Parkwyy, Suite 300
                  Richmond, VA 23236
                  Tel: (804) 330-3350
                  Fax: (804) 330-3811
                  Email: THGays@scplawfirm.com

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

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

A full-text copy of the Debtor's petition, including a list of its
5 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/vaeb09-35343.pdf

The petition was signed by Alvin L. Jackson, Jr.


AMERICAN MEDICAL: S&P Assigns 'B' Rating on Various Notes
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
rating to American Medical Systems Holdings Inc.'s 3.75%
convertible senior subordinate notes due 2041, which it will
exchange for up to $250 million of its 3.25% convertible senior
subordinated notes due 2036.  The assigned recovery rating of '6'
indicated the negligible (0-10%) prospects for recovery in the
event of a default.  The tender offer will extend through
Sept. 11, 2009.  Holdings is the parent of Minnetonka, Minn.-based
American Medical Systems Inc., rated BB-/Stable/--.

At the same time, S&P assigned its preliminary 'B+' and
preliminary 'B' ratings to Holdings' senior unsecured debt
securities and subordinated debt securities, respectively filed
under a Rule 415 shelf registration.  "Final ratings would be
subject to amounts issued," said Standard & Poor's credit analyst
Cheryl Richer.  The filing falls under the SEC's well-known
seasoned issuer rules, which do not require a dollar amount of
securities to be registered.

Despite leading market positions in its niche areas in men's and
women's pelvic health products, S&P's speculative-grade rating on
American Medical Systems Inc. reflects its aggressive financial
risk profile as a result of its July 2006 debt-financed
acquisition of Laserscope, the challenge of improving the
performance of the laser therapy business, and the company's
narrow medical focus.

                           Ratings List

       American Medical Systems Inc.         BB-/Stable/--

              American Medical Systems Holdings Inc.
                         Ratings Assigned

        3.75% senior notes                  B
        Recovery rating                     6
        Senior debt securities              preliminary B+
        Subordinated debt securities        preliminary B


ARAMARK CORP: Bank Debt Trades at 6% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which ARAMARK
Corporation is a borrower traded in the secondary market at 93.91
cents-on-the-dollar during the week ended Friday, Aug. 21, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.13
percentage points from the previous week, The Journal relates.
The loan matures on Jan. 26, 2014.  Aramark pays 187.5 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 21,
among the 147 loans with five or more bids.

ARAMARK Corporation -- http://www.aramark.com/-- is the world's
#3 contract foodservice provider (behind Compass Group and Sodexo)
and the #2 uniform supplier (behind Cintas) in the US.  It offers
corporate dining services and operates concessions at many sports
arenas and other entertainment venues, while its ARAMARK
Refreshment Services unit is a leading provider of vending and
beverage services.  The Company also provides facilities
management services.  Through ARAMARK Uniform and Career Apparel,
the company supplies uniforms for healthcare, public safety, and
technology workers.  Founded in 1959, ARAMARK is owned by an
investment group led by chairman and CEO Joseph Neubauer.

Aramark Corp. carries a 'B1' long term corporate family rating
from Moody's, a 'B+' long term issuer credit ratings from Standard
& Poor's, and a 'B' long term issuer default rating from Fitch.


ASAT HOLDINGS: Appoints Eric Thompson as CRO & Interim CEO
----------------------------------------------------------
ASAT Holdings Limited appointed Eric E. Thompson to the position
of Chief Restructuring Officer and interim CEO.  Mr. Thompson will
be based in the Company's manufacturing facility in Dongguan,
China, and will work closely with ASAT's management team, board of
directors and creditors on the financial restructuring of the
Company's obligations under the 9.25% Senior Notes due 2011 and
the Purchase Money Loan Facility. T.L. Li, former acting CEO, will
continue to be involved in ongoing operations and will remain as a
consultant to ASAT.

For nearly a decade Mr. Thompson has led several successful
turnarounds and financial restructurings for companies in Asia,
Europe and the United States, first with Alvarez & Marsal and most
recently with Harmony Capital Partners.

"We are fortunate to have someone of Eric's caliber join ASAT at
this important time in our restructuring process," said Henry
Montgomery, chairman of the board of directors at ASAT Holdings
Ltd. "Eric brings a strong background in managing successful
restructurings across multiple industries, and we will benefit
from his experience as we look to finalize our restructuring plan.
"I would like to thank T.L. for the tremendous job he did in
leading ASAT during a challenging period over the last three years
in his role as acting CEO, and I am pleased that he will remain a
key part of ASAT and its day-to-day operations," added Mr.
Montgomery.

While at Alvarez & Marsal, Mr. Thompson held several interim
management positions as CEO, CRO, and strategic advisor. In 2006,
he led Singapore-listed Daka Designs, which included the
restructuring of a significant manufacturing and assembly business
in Dongguan.  His other notable engagements include Bridge
Information Systems, Exodus Communications and Ihr Platz.

"ASAT has been an important player in the semiconductor assembly
and test industry for two decades and I am pleased to be able to
join the Company at this important juncture in its long history,"
said Mr. Thompson.  "The management team and board have worked for
several months in partnership with their creditors to establish an
agreement in principle to restructure the Company's financial
position.  As the CRO and interim CEO, I will help facilitate a
successful conclusion for all sides, and put ASAT back on a path
towards financial stability."

Mr. Thompson holds an International Master of Business
Administration from the University of Chicago, and a Bachelor of
Arts from Duke University.

As reported by the Troubled Company Reporter on August 3, 2009,
ASAT Holdings has received an Extension of Forbearance Period
under the Forbearance Agreements dated as of March 2, 2009, with
certain of the Noteholders under the 9.25% Senior Notes due 2011
issued by New ASAT (Finance) Limited and the lenders under the
Purchase Money Loan Facility.

The extended duration of the Forbearance Agreements is for an
additional period of 30 consecutive days, commencing on July 31,
2009, and expiring on August 30.  The same terms and conditions of
the original Forbearance Period will stay in effect for the
Additional Forbearance Period, except that the definition of
'Specified Defaults' has been expanded to include the failures to
pay interest on the Notes on August 1, and to pay interest on the
PMLA on June 30.

Under the terms of the Forbearance Agreements, the Noteholders and
PMLA Lenders agree to forbear from exercising their rights and
remedies against the Company with respect to certain designated
defaults until after August 30, 2009, subject to certain early
termination events.

                    Rescheduling of Court Date

On July 1, 2009, the Company has reached an agreement in principle
with a majority of its creditors on the terms of a consensual
financial restructuring of the obligations of New ASAT (Finance)
Limited under the Notes and the Company under the PMLA.

The restructuring of the Notes will be implemented through a
creditor scheme of arrangement in the Cayman Islands courts. The
first court hearing, which was originally planned for July 30,
2009, has been rescheduled.  The Company has reapplied for a court
date in August and will announce the new date once it becomes
available.

"With an agreement in principal with the majority of our holders
in place we are now working towards getting the scheme approved
and sanctioned by the court as quickly as possible," said Kei Hong
Chua, chief financial officer of ASAT Holdings Limited.

                    About ASAT Holdings Limited

Based in Hong Kong, Dongguan, China and Milpitas, California, ASAT
Holdings Limited (OTCBB: ASTTY) -- http://www.asat.com/--
provides semiconductor package design, assembly and test services.
With 20 years of experience, the Company offers a definitive
selection of semiconductor packages and world-class manufacturing
lines.  ASAT's advanced package portfolio includes standard and
high thermal performance ball grid arrays, leadless plastic chip
carriers, thin array plastic packages, system-in-package and flip
chip.  ASAT was the first company to develop moisture sensitive
level one capability on standard leaded products.   The Company
has operations in the United States, Asia and Europe.


AVCORP INDUSTRIES: Not In Compliance With EDC Financial Covenants
-----------------------------------------------------------------
Avcorp Industries Inc. reports in a regulatory filing that as at
June 30, 2009, it was not in compliance with its financial
covenants associated with its operating line of credit provide by
a Canadian Chartered Bank and convertible debenture held by Export
Development Canada.  In addition, the Company is forecasting that
it will be in default of one or more of its financial covenants in
2009.  The Company has not obtained a waiver from the debt holders
for the non-compliances and for anticipated future breaches.  In
the absence of obtaining waivers of such breaches, the lenders are
entitled to demand immediate payment.

Subsequent to the end of the second quarter 2009, the Company's
Bank changed the terms of its agreement with the Company.  On
August 12, 2009, the Company entered into a Forbearance Agreement
with the Bank providing its operating lines of credit.  The
Forbearance Agreement establishes terms and conditions under which
the Bank will continue to provide these facilities.

During the quarter ended June 30, 2009, the Company recorded
income from operations of $552,000 on $16,172,000 of revenue, as
compared to $859,000 earnings from operations on $32,389,000 of
revenue for the same quarter of the preceding year; and net income
for the current quarter of $65,000 as compared to net income of
$364,000 for the quarter ended June 30, 2008.  Earnings include a
$3,962,000 foreign exchange gain (June 30, 2008: $116,000) which
occurred as a result of holding foreign-currency-denominated
receivables, payables and debt.  On a year-to-date basis, the
Company has recorded a $3,107,000 net loss on $38,259,000 of
revenue as compared to a $59,000 net loss on $63,540,000 of
revenue for the same period in 2008.

Continued softening of customer order books in the second quarter
of 2009 has caused the Company to review operations and terminate
more employees.  This has necessitated a $196,000 charge against
income for the quarter ended June 30, 2009.  In addition,
significantly reduced customer demand, relative to the same
quarter in the preceding year, has resulted in idle plant
capacity.  The Company has expensed $1,500,000 of overhead costs
during the current quarter which under prior periods' production
levels would have been inventoried.

Cash flows from operating activities during the current quarter
provided $2,272,000 of cash, as compared to providing $1,023,000
of cash during the quarter ended June 30, 2008.  During the first
two quarters of 2009 and 2008, the Company's generated cash flows
from operating activities in the amounts of $1,591,000 and
$2,552,000 respectively.  The Company had a working capital
deficit of $5,633,000 as at June 30, 2009 (December 31, 2008:
$2,065,000 deficit) primarily as a result of classifying the
$4,193,000 convertible debenture held by Export Development Canada
as current portion of long-term debt, and an accumulated deficit
of $59,695,000 at June 30, 2009 (December 31, 2008: $56,213,000).

                           About Avcorp

Avcorp Industries Inc. designs and builds major airframe
structures for some of the world's leading aircraft companies,
including Boeing, Bombardier, and Cessna.  With more than 50 years
of experience, 410 skilled employees and 354,000 square feet of
facilities, Avcorp offers integrated composite and metallic
aircraft structures to aircraft manufacturers, a distinct
advantage in the pursuit of contracts for new aircraft designs,
which require lower-cost, light-weight, strong, reliable
structures.  Avcorp is a Canadian public company traded on the
Toronto Stock Exchange (CA:AVP).


AVIS BUDGET: Bank Debt Trades at 11.5% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 88.50
cents-on-the-dollar during the week ended Friday, Aug. 21, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.08
percentage points from the previous week, The Journal relates.
The loan matures on April 1, 2012.  The Company pays 125 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's CCC+ rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 21,
among the 147 loans with five or more bids.

Based in Parsippany, New Jersey, Avis Budget Group, Inc., provides
car and truck rentals and ancillary services to businesses and
consumers in the United States and internationally.

As reported by the Troubled Company Reporter on April 30, 2009,
Standard & Poor's Ratings Services assigned a '6' recovery rating
to Avis Budget Car Rental LLC's (CCC+/Developing/--) unsecured
notes, indicating expectations of negligible (0%-10%) recovery of
principal in the event of a payment default.  Avis Budget Car
Rental LLC is a subsidiary of Avis Budget Group, Inc.
(CCC+/Developing/--).


BAYWOOD INT'L: Has $7.6MM Q2 Net Loss; Going Concern Doubt Raised
-----------------------------------------------------------------
Baywood International, Inc., reported a net loss of $7,688,858 for
the three months ended June 30, 2009, from a net loss of $559,443
for the same period in 2008.  The Company posted a net loss of
$9,570,664 for the six months ended June 30, 2009, from a net loss
of $681,936 for the same period a year ago.

As of June 30, 2009, the Company had $13,934,099 in total assets
and $20,888,913 in total liabilities, resulting in stockholders'
deficit of $6,954,814.

The Company filed its June 30, 2009 quarterly report on Form 10-Q
with the Securities and Exchange Commission on August 19, five
days after stating it would delay the filing of the 10-Q report.
The Company had indicated it required additional time to complete
the review of the financial statements and disclosures to complete
the 10-Q prior to filing.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?429e

                        Going Concern Doubt

The Company's condensed consolidated financial statements have
been prepared in accordance with U.S. generally accepted
accounting principles applicable to a going concern, which
contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business.  The
Company had negative net working capital of roughly $17,292,059 at
June 30, 2009.  The Company has not yet created positive cash
flows from operating activities and its ability to generate
profitable operations on a sustainable basis is uncertain.  The
Company is in default on a number of notes payable and financing
agreements.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

The Company believes that its existing cash resources, combined
with projected cash flows from operations may not be sufficient to
execute its business plan and continue operations for the next
twelve months.  Management has taken steps to reduce the Company's
operating expenses.  Additionally, the Company intends to change
its strategic direction with the sale of its Lifetime and Baywood
brands to provide the necessary resources aimed at achieving
profitability and positive cash flow.  The Company will continue
to explore various strategic alternatives, including business
combinations and private placements of debt and or equity
securities.

In April 2009, the Company engaged an investment banking firm to
assist management in exploring raising additional capital.
However, the Company may not be successful in obtaining additional
financing on acceptable terms, on a timely basis, or at all, in
which case, the Company may be forced to make further cut backs,
or cease operations.

                            Nutra Deal

In July 2009, the Company entered into an Asset Purchase Agreement
with Nutra, Inc., a subsidiary of Nutraceutical International
Corporation.  Pursuant to the Agreement, the Company agreed to
sell substantially all of the rights and assets of Nutritional
Specialties, Inc.'s business, including but not limited to its
accounts, notes and other receivables, inventory, tangible assets,
rights existing under assigned purchase orders, proprietary
rights, government licenses, customer lists, records, goodwill and
assumed contracts.  Certain rights and assets were excluded from
the purchased assets, including the right to market, sell and
distribute beverages.  Nutra Inc. agreed to pay $8,250,000 in
cash, less payment of liabilities and certain pre-closing working
capital adjustments.

The final closing of the transaction contemplated by the Agreement
is subject to these contingencies and requirements:

     -- The approval by a majority vote of the outstanding shares
        of the Company, which was received on August 6, 2009;

     -- Obtaining certain releases including final consents from
        the Company's senior lender, Vineyard Bank, N.A.;

     -- If the closing of the transaction contemplated by the
        Agreement has not occurred by October 15, 2009, due to any
        failure of any of the conditions to closing described in
        the Agreement, then Nutra Inc. may terminate the Agreement
        at its sole option unless Nutra Inc. elects in writing to
        extend the Agreement for one or more successive periods of
        30 days;

     -- $250,000 of the purchase price will be held back by Nutra
        Inc. for one year following the closing of the transaction
        contemplated by the Agreement to satisfy any amounts owed
        by the Company to Nutra Inc., including, at Nutra Inc.'s
        option, any post-closing adjustments to the purchase
        price; and

     -- The $8,250,000 purchase price is comprised of $7,250,000
        for the purchased assets plus $1,000,000 for the LifeTIME
        trademark and the goodwill associated with the trademark.
        A third party has a right of first refusal to purchase the
        LifeTIME trademark and the goodwill associated with the
        trademark.  On August 6, 2009, the third party waived its
        right of first refusal to purchase the LifeTIME trademark
        and the goodwill associated with the trademark therefore
        Nutra Inc. will pay the entire purchase price, assuming
        all other conditions are met.

The Company has also sought to amend its Articles of Incorporation
to change its corporate name to New Leaf Brands, Inc.

On August 6, 2009, a majority of votes representing 13,738,137
shares or 76.2% of shares entitled to vote, executed a written
consent in favor of the action to carry out the Asset Sale and the
action to effect the name change.

The assets of Nutritional Specialties will be evaluated at closing
to see if they have a minimum net asset value as of the closing
date, after giving effect to normal generally accepted accounting
principles, or GAAP, adjustments for reserves and except for
routine reductions related to normal amortization and
depreciation, equal to $1,848,604.  When determining this net
asset value at closing, referred to as the "Estimated Net Asset
Value NAV," adjustments will be made to the extent that
Nutritional Specialties' closing financial statements fail to
conform to GAAP.

In the absence of reaching a mutual agreement on the Estimated NAV
amount at closing, the Estimated NAV will equal the mean average
of both parties' good faith proposals.  If the Estimated NAV is
greater or less than $1,848,604, the purchase price payable at
closing will be increased or decreased by the amount of such
difference on a dollar-for-dollar basis.  No later than six months
after the closing date, if Nutra Inc. determines that there is a
material difference between the actual net asset value, referred
to as the "Actual NAV," and the Estimated NAV, it will prepare a
written statement setting forth the calculation of the Actual NAV.
If there is no objection to this calculation, this written
statement shall be deemed the final statement.  If the parties
disagree, they will determine the Actual NAV according to the
procedure set forth in the Agreement and the difference between
the Actual NAV and the Estimated NAV will be reconciled.

A full-text copy of the Information Statement mailed to Baywood
stockholders regarding the Asset Sale and name change is available
at no charge at http://ResearchArchives.com/t/s?429d

The Board of Directors of Baywood sought shareholder approval of
the Asset Sale and name change by majority written consent of
stockholders entitled to vote -- as opposed to holding a special
meeting of stockholders.  The Board did not opt for a special
stockholders meeting to reduce the costs and management time
required to hold a stockholders meeting and to implement the
actions to the stockholders in a timely manner.  The Board
believes implementing the actions in a timely manner would be in
the best interests of the Company and the stockholders so that the
Company can pursue its new planned strategic direction, assuming
the transaction is consummated, as soon as possible.

                    About Baywood International

Headquartered in Scottsdale, Ariz., Baywood International Inc.
(OTC BB: BYWD) -- http://www.bywd.com/-- is a nutraceutical
company specializing in the development, marketing and
distribution of nutraceutical products under the LifeTime(R) and
Baywood brands.

                       Going Concern Doubt

Mayer Hoffman McCann P.C., expressed substantial doubt about
Baywood International Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2008.  The Company, the
auditor pointed out, has suffered recurring losses from
operations, has a working capital deficiency, was not in
compliance with certain financial covenants related to debt
agreements, and has a significant amount of debt of which
approximately $8.3 million matures in 2009.  The Company incurred
a net loss of $4,229,747 and $1,703,329 for the years 2008 and
2007.


BAYTEX ENERGY: Moody's Gives 'B3' Rating on Mulled C$150MM Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Baytex Energy
Trust's proposed offering of C$150 million of senior subordinated
notes due 2016.  Moody's also affirmed Baytex Energy Ltd.'s B1
Corporate Family Rating and Probability of Default Rating, and the
B3 rating on Baytex's existing US$180 million of senior
subordinated notes.  Concurrent with the bond issue, Moody's will
move the CFR and PDR of Baytex Energy Ltd. to Baytex Energy Trust,
as the trust will now be the top most legal entity within the
corporate family having rated debt.  The rating outlook is stable.

Proceeds from the proposed notes offering, along with funds drawn
from the company's revolver, will be used to fund the redemption
price on these senior subordinated notes of its subsidiary, Baytex
Energy Ltd.: 9.625% due July 15, 2010 and 10.5% due February 15,
2011.  Upon full redemption, Moody's will withdraw the B3 rating
on the 9.625% notes.

While the new debt issue will not increase Baytex's overall debt
burden, it will increase the proportion of secured debt relative
to subordinated debt.  However, the change in the ratio of secured
debt to subordinated debt is not material enough to impact the
debt ratings under Moody's Loss Given Default Methodology.  The
new notes will be issued at the Baytex Energy Trust level but will
have substantially the same guarantee package as the existing
Baytex Energy Ltd. notes, and the new subordinated notes and
existing subordinated notes will rank pari-passu.

Baytex's B1 Corporate Family Rating rating reflects its relatively
small reserves, short reserve life in terms of proved developed
reserves, exposure to light/heavy differentials given Baytex's
heavy oil weighted production bias, and the near dated (June,
2010) maturity of its revolving facility.  The CFR is supported by
the company's favorable leverage on a both debt to average daily
production and debt to PD reserves basis, its stable production
profile and reasonable F&D costs, and the ability to maintain a
solid leveraged full-cycle ratio even during a subdued oil price
environment.  The rating also considers Baytex's income trust
structure, including substantial quarterly distributions, and the
company's somewhat acquisitive nature.  Baytex has made several
small scale acquisitions in the past three years but has also used
a significant amount of equity financing to maintain a relatively
conservative capital structure.

The stable outlook reflects Baytex's relatively steady-state
production profile, reasonable leverage and Moody's expectation
that the company will keep its financial policies and capital
structure largely unchanged following its transition to a
corporate legal entity structure from an income trust.

Assignments:

Issuer: Baytex Energy Trust

  -- Senior Subordinated Regular Bond/Debenture, Assigned B3,
     LGD5, 87%

Moody's last rating action was on September 19, 2006 when the PDR
was assigned.

Baytex Energy Ltd. is a Calgary, Alberta based independent
exploration and production company focused on heavy oil with
primary assets in Western Canada.


BAYTEX ENERGY: S&P Assigns 'B' Rating on C$150MM Unsec. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' debt
rating to Baytex Energy Trust's proposed C$150 million senior
unsecured debentures due 2016.  S&P assigned a '6' recovery rating
to the debentures, indicating S&P's expectations of negligible (0%
to 10%) recovery in the event of a default.

"We view the sale of the proposed debentures as neutral to
Baytex's credit profile because the trust will use the proceeds to
partially fund the redemption of its subordinated notes
outstanding, so its debt levels will remain relatively unchanged,"
said Standard & Poor's credit analyst Jamie Koutsoukis.  "Although
the trust intends to finance the rest of the notes outstanding
through existing credit facilities, S&P believes that Baytex's
liquidity will remain adequate for the ratings, and removing near-
term financing risk provides some credit strength," Ms. Koutsoukis
added.

In S&P's opinion, the ratings on Baytex reflect the trust's
midsize reserve base, its concentration of production and regional
focus, and the cyclical nature of the exploration and production
industry.  S&P believes that these factors, which hamper the
ratings, are tempered by the relatively low-risk nature of the
trust's reserve base, the good development opportunities
associated with Baytex's existing portfolio of assets, and
moderate capital structure for the ratings.  Standard & Poor's
expects that the trust's near-term business strategy will focus on
drill bit-related reserve replacement as it works to develop its
sizable proved undeveloped and probable reserves.

                           Ratings List

                        Baytex Energy Trust

       Corporate credit rating              BB-/Stable/--

                         Ratings Assigned

               C$150 mil. sr. unsec. deben.
               due 2016                            B
               Recovery rating                     6


BEARD COMPANY: Dillingham and Brown Join Board of Directors
-----------------------------------------------------------
The Beard Company reports that at the Company's Regular Quarterly
Board Meeting held on August 17, 2009, the Board appointed Scott
Brown and Donald L. Dillingham to the Company's Board of Directors
filling vacancies on the Board.  The two new directors were
appointed with terms expiring at the dates of the Annual Meeting
of Stockholders in the years indicated:

     Name                      Age              Term Expiring in
     ----                      ---              ----------------
     Scott Brown                49                     2011
     Donald L. Dillingham       47                     2012

There is no arrangement or understanding between the new directors
and any other persons pursuant to which such directors were
selected as directors.

The two new directors are expected to be named to serve as Members
of the Company's Audit, Compensation and Nominating/Corporate
Governance Committees.

The new directors will receive the same fees received by the
Company's other non-employee directors.  In addition, at the
August 17 meeting, the Board granted each of the new directors a
5-year, nonqualified stock option at the fair market value of
$3.02 per share, being the last sale price of the common stock of
the Company as reported by the OTC Bulletin Board on such date.
Such options vest and become exercisable at the rate of 20% per
year.

Donald L. Dillingham is currently President of Oak Hills
Securities, Inc., a Broker/Dealer firm that is registered with
FINRA.  He is also President of Avondale Investments, LLC, an
investment advisory firm, and a Vice President of Merit Advisors,
a registered investment advisory firm.  He has held these
positions since September 2001.

From April 1998 to August 2001, Mr. Dillingham was Senior Vice
President and Portfolio Manager with J.P. Morgan Investment
Management.  He managed both growth and value domestic large-cap
equities and high-grade fixed income portfolios for high-net-worth
individuals and foundations. Mr. Dillingham also served as State
Director for J.P. Morgan Investment Management for the State of
Oklahoma.

From December 1996 to April 1998, Mr. Dillingham served as State
Director for American Express Financial Advisors, where he managed
the financial planning services and product sales for the State of
Oklahoma.  From July 1994 to December 1995, he was Vice President
of Investment Banking with Bank of America, where he worked with
issuers of debt, providing clients with asset/liability analyses
of their proposed offerings.  From May 1984 to July 1994, Mr.
Dillingham was a Fixed Income Analyst, risk-based market maker and
sales manager with the investment banking firm Stifel, Nicolaus &
Co.

Mr. Dillingham, a Certified Public Accountant, Chartered Financial
Analyst and Certified Financial Planner, earned his B.B.A. Degree
in Accounting at the University of Oklahoma and a M.B.A. in
Finance at Oklahoma City University.  He is one of three founding
professors to teach in the University of Oklahoma Entrepreneurship
Department utilizing the case study method with Harvard Business
School cases.  Mr. Dillingham is also a member of the Board of
Directors of Gulfport Exploration, Inc., where he serves on the
Audit and Compensation Committees.

Scott Brown is the Owner and President of DS Capital, Inc., an
investment and consulting firm that provides services to the
consumer packaged goods, printing and retail industries.  Clients
of DS Capital include such firms as Dial Corporation, Servaas,
MyPrint Corporation, Amazon.com, and DrugStore.com.  Mr. Brown
founded DS Capital in September 2003.

From March of 2000 to September of 2003 Mr. Brown served as Senior
Vice - President for Acosta Sales and Marketing.  His
responsibilities were centered on the development and management
of a national sales organization for Acosta in support of the
Fleming Company and their retailers across the U.S.  Clients
included Clorox, Ocean Spray, Nestle, Heinz Foods and Colgate
Palmolive, accounting for sales in excess of $1.3 billion
annually.  Mr. Brown was responsible for all financial and sales
aspects for a sales organization that totaled 450 company
Associates.

From March 1999 to February 2000 he served as Oklahoma Division
President of Acosta Sales and Marketing, and managed all sales and
financial aspects of the company's operations in the Oklahoma
market.  The Division employed 90 company Associates.

In 1983 Mr. Brown joined Brown Brokerage Company, an Oklahoma-
based food brokerage company, and in 1988 he assumed the position
of President, succeeding his Father.  Mr. Brown expanded the
company's Oklahoma-based operation to include offices in the
Kansas City, Springfield and Wichita markets.  The company
serviced 1,900 retailers in a seven state area with 154 employees.
Some of its Clients included Clorox, Nestle, Del Monte,
Campbell's, Mrs. Smith and Land 'O Lakes.  In 1999 Mr. Brown sold
Brown Brokerage to Acosta Sales and Marketing.

Mr. Brown earned a B.S. Degree in Public Administration at the
University of Southern California. He serves as a director of
several small private companies.

"We are very pleased to welcome these two experienced business
executives to our Board of Directors," stated Herb Mee, Jr.,
Beard's President. "We believe our Company is poised for success
in all three of our primary business segments, and the counsel of
these new Directors should prove invaluable in the accomplishment
of our strategic objectives."

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 23, 2008,
Cole & Reed, P.C., in Oklahoma City, expressed substantial doubt
about The Beard Company's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended December 31, 2007, and 2006.  Cole & Reed pointed
to the company's recurring losses and negative cash flows from
operations.

                      About The Beard Company

Oklahoma City-based The Beard Company (OTCBB: BRCO) creates,
acquires, or invests in businesses, primarily related to natural
resources, that management believes have high growth or above-
average profit potential and can enhance shareholder value.  The
Company is involved in oil and gas activities; coal reclamation
activities; and minerals exploration and development through its
Geohedral investment.

This concludes the Troubled Company Reporter's coverage of Beard
Company until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


BEARD COMPANY: Posts $5.13MM Net Earnings for June 30 Quarter
-------------------------------------------------------------
The Beard Company reported net earnings of $5,131,000 for the
three months ended June 30, 2009, from a net loss of $516,000 for
the same period a year ago.  The Company posted net earnings of
$4,858,000 for the six months ended June 30, 2009, from net
earnings of $2,252,000 for the same half-year period a year ago.

Revenues totaled roughly $43,000 in the most recent quarter,
versus $373,000 in the prior-year period.

Operating results for the second quarter and first half of 2009
benefited from pre-tax gains of (i) $4,897,000 attributable to the
sale of the Company's remaining interest in the McElmo Dome CO2
Unit and (ii) $832,000 from the settlement of the Visa litigation.
The first six months of 2008 included a pre-tax gain of $3,339,000
from the sale of 35% of the Company's interest in McElmo Dome. No
gain on sale was recorded in the second quarter of 2008.

As of June 30, 2009, the Company had $5,071,000 in total assets;
and total current liabilities of $485,000, long-term debt less
current maturities of $409,000, long-term debt - related entities
of $2,150,000, other long-term liabilities of $168,000.  The
Company had total shareholders' equity attributable to The Beard
Company of $4,468,000 and noncontrolling interests of $2,609,000,
resulting in total shareholders' equity of $1,859,000.

The Company filed its June 30, 2009 quarterly report on Form 10-Q
with the Securities and Exchange Commission on August 19, five
days after stating it would delay the filing of the 10-Q report.
The Company had cited delays in closing the books of accounts of a
related entity in which the Company has a material equity
investment.

A full-text copy of the Company's financial report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42a9

"Our improved bottom-line results in the second quarter and first
half of 2009 were entirely attributable to the McElmo sale and the
Visa settlement," stated Herb Mee, Jr., Beard's President. "During
the remainder of the year we will focus our efforts on the
commencement of secondary oil recovery operations in the Dilworth
Field and securing at least one, and hopefully two, of the coal
reclamation projects that are currently in the negotiation stage.
At the same time, we will devote considerable time and resources
to our Geohedral mining investment, where we believe the results
of our activities during the past 15 months should enable us to
attract a major mining partner for the development of our Alaska
project."

"We have already made considerable progress since we and our
partners assumed operating control of the Dilworth Field in late
April, and we expect to commence secondary recovery operations
during the month of October.  As we indicated in earlier news
releases, we believe the Company is in the midst of a major
turnaround, with progress evident on a number of fronts."

"There is ample evidence of the turnaround.  Last year we made
considerable progress in cleaning up our balance sheet when we
reduced the Company's total debt by approximately $6.6 million and
improved shareholders' equity by approximately $6.2 million.  We
are pleased to report that such progress continued during the
first half of 2009, when we reduced total debt by another $1.3
million and added an additional $4.9 million to shareholders'
equity," Mr. Mee concluded.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 23, 2008,
Cole & Reed, P.C., in Oklahoma City, expressed substantial doubt
about The Beard Company's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended December 31, 2007, and 2006.  Cole & Reed pointed
to the company's recurring losses and negative cash flows from
operations.

                      About The Beard Company

Oklahoma City-based The Beard Company (OTCBB: BRCO) creates,
acquires, or invests in businesses, primarily related to natural
resources, that management believes have high growth or above-
average profit potential and can enhance shareholder value.  The
Company is involved in oil and gas activities; coal reclamation
activities; and minerals exploration and development through its
Geohedral investment.

This concludes the Troubled Company Reporter's coverage of Beard
Company until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


BERNARD MADOFF: Cohmad VP Asks Dismissal of SEC, Picard Claims
--------------------------------------------------------------
Cohmad Securities Corp. Vice President Robert Jaffe sought the
dismissal of claims against him in lawsuits filed by the
Securities and Exchange Commission in the U.S. District Court for
the Southern District of New York (Case No. 09-cv-5680) and the
trustee liquidating Bernard L. Madoff Investment Securities LLC in
Bankruptcy Court (Case No. 09-AP-1305).  According to David Glovin
at Bloomberg, Mr. Jaffe argues that the two complaints fail to
allege wrongdoing on his part.  "While salaciously branding Jaffe
a henchman of Bernie Madoff (he certainly was not), the complaint
here is a textbook example of failure to state a claim,"
Mr. Jaffe's lawyer, Stanley Arkin, wrote in a response to the
SEC's complaint.  "It does not describe who Jaffe is alleged to
have defrauded -- or when or where or why or how."  Mr. Jaffe
seeks dismissal of the claims against him the trustee lawsuit,
saying the complaint repeatedly excludes him from "factual
allegation after factual allegation." He says there is little in
the complaint except a "handful of conclusions" that don't support
the case against him.

The SEC in June 2009 charged Cohmad Securities Corporation as well
as its chairman Maurice J. Cohn, chief operating officer Marcia B.
Cohn, and registered representative Robert M. Jaffe for actively
marketing investment opportunities with Mr. Madoff while knowingly
or recklessly disregarding facts indicating that Mr. Madoff was
operating a fraud.  The SEC's complaint against the Cohmad
defendants alleges that while bringing investors to Mr. Madoff,
they ignored and even participated in many suspicious practices
that clearly indicated Mr. Madoff was engaged in fraud.  For
example, the SEC's complaint alleges that the Cohns and Cohmad
filed false Forms BD and FOCUS reports that concealed Cohmad's
primary business of bringing in investors for BMIS.  This referral
business comprised as much as 90% of Cohmad's revenue in some
years, brought in more than 800 accounts, and billions of dollars
into BMIS' advisory business, for which BMIS paid them more than
$100 million.

Irving H. Picard, the trustee for the liquidation of Bernard L.
Madoff Investment Securities LLC, in June also filed a complaint
in the U.S. Bankruptcy Court for the Southern District of New York
against Mr. Cohmad and a number of its principals, including
Maurice "Sonny" Cohn, Marcia Cohn and Robert Jaffe, as well as
other related defendants.  The complaint seeks to avoid decades'
worth of transactions through which BLMIS paid well over $100
million to Cohmad, Sonny Cohn and other Cohmad related individuals
in exchange for Sonny Cohn, Marcia Cohn, Robert Jaffe and other
Cohmad employees introducing victims to BLMIS and knowingly
helping Madoff create, fund and maintain his massive Ponzi scheme.
"Although Madoff stated he was operating alone, our investigation
has yielded significant evidence that, in fact, a variety of other
people helped Madoff prey on innocent victims," explained David
Sheehan, counsel for the Trustee and a partner at Baker &
Hostetler, the court appointed counsel for Mr. Picard.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC was a market maker in
U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on December 15, 2008,
the Securities and Exchange Commission charged Mr. Madoff and his
investment firm with securities fraud for a multi-billion dollar
Ponzi scheme that he perpetrated on advisory clients of his firm.
The estimated losses from Mr. Madoff's fraud were allegedly at
least US$50 billion.

Also on December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970.  Irving H. Picard, Esq., was appointed as trustee for
the liquidation of BLMIS, and Baker & Hostetler LLP was appointed
as counsel.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors.


BLOCKBUSTER INC: Bank Debt Trades at 17% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Blockbuster, Inc.,
is a borrower traded in the secondary market at 83.00 cents-on-
the-dollar during the week ended Friday, Aug. 21, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.40 percentage points
from the previous week, The Journal relates.  The loan matures
Aug. 20, 2011.  The Company pays 375 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B1
rating and Standard & Poor's CCC+ rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 21, among the 147 loans
with five or more bids.

Blockbuster, Inc., headquartered in Dallas, Texas, is a leading
global provider of in-home movie and game entertainment with
approximately 7,400 stores throughout the Americas, Europe, Asia,
and Australia.  Revenues are about $5.3 billion.

As reported by the Troubled Company Reporter, in April 2009,
Moody's Investors Service downgraded Blockbuster's Probability of
Default Rating to Caa3 from Caa1 and its Corporate Family Rating
to Caa2 from Caa1.  In addition, Moody's affirmed Blockbuster's
speculative grade liquidity rating at SGL-4 and it secured bank
credit facilities rating at B1.  Moody's also rated the proposed
$250 million revolving credit facility, which expires in September
2010, a senior secured rating of B1.  The rating outlook is
stable.

Standard & Poor's Ratings Services lowered its corporate credit
rating on Blockbuster to 'CCC' from 'B-'.  S&P removed the ratings
from CreditWatch with negative implications, where they were
placed on March 4, 2009.  At the same time, S&P lowered the issue-
level ratings on both its secured debt to 'CCC+' from 'B' and its
subordinated debt to 'CC' from 'CCC'.  The outlook is negative.

Fitch Ratings affirmed Blockbuster's long-term Issuer Default
Rating at 'CCC' and said it expects to rate the amended $250
million bank credit facility at 'B/RR2'.  In addition, Fitch took
these rating actions ($450 million bank credit facility upgraded
to 'B/RR2' from 'CCC+/RR3'; $100 million term A loan upgraded to
'B/RR2' from 'CCC+/RR3'; $550 million term B loan upgraded to
'B/RR2' from 'CCC+/RR3'; and $300 million senior subordinated
notes downgraded to 'C/RR6' from 'CC/RR6'.  The Rating Outlook is
Stable.  The company had approximately $818 million of debt
outstanding as of Jan. 4, 2009.

The Troubled Company Reporter stated on Aug. 18, 2009,
Blockbuster, Inc., reported a net loss of $36.9 million for the 13
weeks ended July 5, 2009, compared to a net loss of $41.9 million
for the same period ended July 6, 2008.  Blockbuster reported a
net loss of $9.2 million for the 26 weeks ended July 5, 2009, from
net income of $3.5 million for the same period ended July 6, 2008.


BRIGHT HORIZONS: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Watertown,
Massachusetts-based Bright Horizons Family Solutions, Inc., is a
borrower traded in the secondary market at 94.80 cents-on-the-
dollar during the week ended Friday, Aug. 21, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.90 percentage
points from the previous week, The Journal relates.  The loan
matures on May 1, 2014.  Bright Horizons pays 400 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and Standard & Poor's BB- rating.  The debt is
one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 21,
among the 147 loans with five or more bids.

Founded in 1986, Bright Horizons Family Solutions is the world's
leading provider of employer-sponsored child care, early
education, and work/life solutions.  Conducting business in the
United States, Europe, and Canada, Bright Horizons has created
employer-sponsored child care and early education programs for
more than 700 clients, including more than 90 of the Fortune 500.

Bright Horizons carries a 'B2' long term corporate family and
probability of default ratings, and a 'Ba3' bank loan debt rating
from Moody's.


BROADSTRIPE LLC: May Not be Able to Exit Ch 11 Until March 2010
---------------------------------------------------------------
Jeff Baumgartner at Cable Digital News reports that Broadstripe
LLC said that it won't be able to emerge from Chapter 11
bankruptcy protection until March 2010.

Broadstripe said in an August 12 Federal Communications Commission
filing that it is increasingly less likely that it will complete
the reorganization this year as originally expected.

According to Cable Digital, Broadstripe wants the FCC to extend
its current "financial hardship" set-top waiver to June 30, 2010,
saying that similar extensions have been awarded recently to other
financially distressed MSOs like James Cable LLC, WideOpenWest
Holdings LLC, and Allegiance Communications.

Cable Digital relates that an omnibus hearing on Broadstripe's
Chapter 11 case will be held on September 9, 2009.

Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com/-- provides videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon.  The Company and five of its affiliates
filed for Chapter 11 protection on January 2, 2009 (Bankr. D. Del.
Lead Case No. 09-10006).  Ashby & Geddes, and Gardere Wynne Sewell
LLP represent the Debtors in their restructuring efforts.  The
Debtors proposed FTI Consulting Inc. as their restructuring
consultant, and Epiq Bankruptcy Consultants LLC as their claims
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million and
$500 million in their petition

The U.S. Bankruptcy Court for the District of Delaware has
approved sale procedures proposed by the Chapter 7 trustee, under
which Emaar Properties PJSC will be the lead bidder at an August
20 auction for WL Homes LLC.


BUILDING MATERIALS: Posts $70.MM Net Income for July 5 Quarter
--------------------------------------------------------------
Building Materials Corporation of America posted net income of
$70,080,000 for the second quarter ended July 5, 2009, from net
income of $27,801,000 for the second quarter ended June 29, 2008.
The Company posted net income of $122,057,000 for the six months
ended July 5, 2009, from net income of $12,756,000 for the six
months ended June 29, 2008.

As of July 5, 2009, the Company had $2,365,674,000 in total
assets; and total current liabilities of $427,573,000, long-term
debt of $1,570,306,000, product warranty claims of $43,668,000,
deferred income tax liabilities of $90,874,000, and other
liabilities of $196,456,000; resulting in stockholders' equity of
$36,797,000.  As of December 31, 2008, the Company had
stockholders' deficit of $79,856,000.

In February 2009, the Company announced the temporary shutdown of
two manufacturing facilities, one in Shafter, California and the
other in Nashville, Tennessee as a result of weaker demand.  As a
result of these actions and other charges related to the
acquisition of ElkCorp --a Dallas, Texas-based manufacturer of
roofing products and building materials, resulting in Elk becoming
an indirect wholly-owned subsidiary of BMCA -- the Company
identified an additional $21.2 million of restructuring and other
expenses in its six months ended July 5, 2009, which included
$15.0 million of plant closing expenses, $1.3 million in employee
severance payments and $4.9 million in integration-related
expenses.  Integration-related expenses primarily consisted of
$3.1 million of inventory write-downs and $1.8 million of other
integration expenses.

The Company recorded $21.4 million of the overall restructuring
and other expenses in its statement of income in the six-month
period ended July 5, 2009, of which $3.1 million was charged to
cost of products sold and $18.3 million was charged to
restructuring and other expenses.  The Company expects to incur
the remaining $1.6 million of identified integration and other
expenses and make the remaining cash payments related to its
accrual when they are required.

As of July 5, 2009, the Company had total outstanding consolidated
indebtedness of $1.64 billion, which included $52.8 million of
demand loans to its parent corporation and $20.9 million that
matures prior to the end of the second quarter of 2010.  The
Company anticipates funding these obligations principally from its
cash and cash equivalents on hand, cash flow from operations or
borrowings under its $600.0 million Senior Secured Revolving
Credit Facility.

As of July 5, 2009, the Company was in compliance with all
covenants under the Senior Secured Revolving Credit Facility, the
$975.0 million Term Loan Facility, the $325.0 million Junior Lien
Term Loan Facility and the indenture governing its 7-3/4% Senior
Notes due 2014.  As of July 5, 2009, the net book value of the
collateral securing the Senior Secured Revolving Credit Facility
Collateral and the Term Loan Collateral was $774.1 million and
$1,647.9 million, respectively.

At July 5, 2009, the Company had outstanding letters of credit of
approximately $43.1 million, which included approximately
$10.6 million of standby letters of credit related to certain
obligations of G-I Holdings.

A full-text copy of the Company's financial report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42aa

             About Building Materials Corp. of America

Building Materials Corporation of America, headquartered in Wayne,
New Jersey, manufactures a broad line of asphalt roofing products
and accessories for the residential and commercial markets.  The
company's primary residential roofing products consist of
laminated and strip asphalt shingles.  Incorporated under the laws
of Delaware in 1994, the company is an indirect, wholly-owned
subsidiary of G-I Holdings Inc., whose principal beneficial owner
is Samuel Heyman.  G-I is currently working its way through
Chapter 11 bankruptcy proceedings.

In May 2009, Moody's Investors Service changed BMCA's rating
outlook to stable from negative to reflect the company's current
and anticipated ability to weather the homebuilding storm and the
lackluster repair and remodeling market.  Moody's affirmed its
corporate family rating at B3; upgraded its probability of default
rating to B3 from Caa1; affirmed its $325 million junior term loan
due 2014 at Caa2 (LGD5, 86%); affirmed its $975 million Gtd.
Senior Secured Term Loan B due 2014, at B3 (LGD3, 48%); and
affirmed its $250 million 7.75% Sr. Sec. Notes due 2014, at B3
(LGD3, 48%).

Although the company's financial metrics are more in line with a
B2 rated entity than the current B3, Moody's said the rating is
constrained by uncertainty regarding G-I Holding, BMCA's parent,
ongoing bankruptcy, and Moody's concern that the housing downturn,
combined with general economic factors, may result in margin
pressure and a lower cushion on the covenants governing its credit
facilities due in part to various step ups in 2009.  The
uncertainties include the resolution of the ultimate ownership of
BMCA and whether asbestos litigants will be able to substantively
consolidate BMCA with G-I Holdings by imposing successor liability
on BMCA for asbestos claims against its parent.

This concludes the Troubled Company Reporter's coverage of Beard
Company until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


BURNETT ROAD: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Burnett Road Commercial Park LLC
        4200 6th Avenue, SE #301
        Lacey, WA 98503

Bankruptcy Case No.: 09-46109

Chapter 11 Petition Date: August 20, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Timothy W. Dore, Esq.
                  Ryan Swanson & Cleveland PLLC
                  1201 3rd Ave Ste 3400
                  Seattle, WA 98101-3034
                  Tel: (206) 464-4224
                  Email: dore@ryanlaw.com

Total Assets: $6,875,182

Total Debts: $6,611,309


A full-text copy of the Debtor's petition, including a list of its
3 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/wawb09-46109.pdf

The petition was signed by Steven L. Chamberlain, manager of the
Company.


CAPITAL GROWTH: Net Loss Widens to $14.1MM for June 30 Quarter
--------------------------------------------------------------
Capital Growth Systems, Inc., filed on August 19, 2009:

     -- its annual report on Form 10-KSB/A for the Fiscal Year
        ended December 31, 2007

        See http://ResearchArchives.com/t/s?4285

     -- its annual report on Form 10-K for the Fiscal Year ended
        December 31, 2008

        See http://ResearchArchives.com/t/s?4286

     -- its Form 10-Q for the quarterly period ended March 31,
        2009

        See http://ResearchArchives.com/t/s?4287

     -- its Form 10-Q for the quarterly period ended June 30,
        2009

        See http://ResearchArchives.com/t/s?4288

The Company posted wider net loss of $14.1 million for the three
months ended June 30, 2009, from a net loss of $5.69 million for
the same period a year ago.  For the six months ended June 30,
2009, the Company posted net loss of $35.2 million from net loss
of $6.11 million for the same period a year ago.

For the three months ended March 31, 2009, the Company posted net
loss of $21.0 million from net loss of $420,000 for the same
period a year ago.

As of June 30, 2009, the Company had $52.1 million in total assets
and $86.7 million in total liabilities, resulting in $34.5 million
in shareholders' deficit.

As of June 30, 2009, the Company's current liabilities exceeded
its current assets by $29.9 million.  Included in the current
liabilities is $13.2 million of current maturities of long-term
debt, net of $24.8 million of debt discount associated with the
initial fair value of related warrants and embedded derivatives
and $17.3 million associated with original issue discount and
imputed interest.  Cash on hand at June 30, 2009 was $1.3 million
-- not including $500,000 restricted for outstanding letters of
credit.  The Company reported a net loss from continuing
operations of $35.2 million and a net loss from continuing
operations of $6.4 million for the six-month periods ended June
30, 2009 and 2008, respectively.  The results for 2009 include
non-cash expenses of $1.0 million relating to the accounting
treatment for stock and options.  The current six-month period
includes non-cash loss of $19.8 million from the change in fair
value of embedded derivatives and warrants, and $5.5 million of
amortization of debt discounts, interest paid-in-kind and Original
Issue Discount.  The results for 2008 include $4.3 million in non-
cash expenses relating to the accounting treatment for stock and
options, $2.0 million related to the amortization of debt
discount, a $5.2 loss on debt extinguishments, and a non-cash gain
on warrants and derivatives of $11.0 million.  Cash used in
operating activities from continuing operations was $3.1 million
and $6.9 million for the six-month periods ended June 30, 2009 and
2008, respectively.

The Company's net working capital deficiency, recurring operating
losses, and negative cash flows from operations raise substantial
doubt about its ability to continue as a going concern.  However,
the successful delivery on major customer contracts entered into
since mid-2008 and continued success in closing these types of
contracts will move the Company into profitability.  In addition
to those new contracts, management believes that the inclusion of
VDUL's business and cash flows will have a positive impact on
future results.  At the same time, expenses are managed closely
and lower-cost outsource opportunities are given case-by-case
consideration.

Notwithstanding, the Company continues to find support among its
shareholders and other investors, as evidenced by the $35.8
million financing completed in 2008.  This capital was used to
fund the VDUL acquisition, to strengthen its core logistics
business model, and to support existing operations.

On May 22, 2009, the Company received from ACF CGS, LLC, a formal
notification of certain covenant violations that occurred and
continue to exist under the Loan Agreement dated November 19,
2008, by and among the Company and its subsidiaries.  The
Borrowers have timely paid all debt service obligations under the
Loan Agreement.

The Borrowers have agreed that the Forbearance Agreement
constitutes an additional "Loan Document" under the Loan
Agreement.  The Forbearance Agreement contemplates that from
May 1, 2009, until the date that the Agent either waives all of
the specified defaults or the parties otherwise agree, the Loan
will continue to bear interest at the default rate of interest as
specified in the Loan Agreement.  It also provides that, as of the
Effective Date if certain specified conditions are met that the
percentage of the collection that the Borrowers receive (if any)
with respect to the accounts receivable with the foreign company
subject to the U.K. lawsuit, and to be applied toward pay down of
obligations of the Borrowers under the Loan Agreement, shall be
increased to 75%.  The agreement also contains an acknowledgement
that the $42,500 amendment fee paid by the Borrowers previously
shall be in consideration for the forbearance of the enumerated
defaults through the Effective Date, and that the Borrowers remain
obligated with respect to all reasonable fees and disbursements of
Agent's counsel in connection with the Forbearance Agreement or
other related matters.  The Company has continued to work with the
Agent following the expiration of the Forbearance Agreement to
effect the transactions contemplated by the Forbearance Agreement.

On August 19, the Company filed Form 8-K/A Amendment No. 3 to
amend the Form 8-K filed on November 25, 2008, announcing the
completion of the Financial Closing phase of its acquisition of
Vanco Direct USA, LLC, through its wholly owned subsidiary,
Capital Growth Acquisition, Inc.

On November 20, 2008, the Company and CGAI completed the Financial
Closing phase of its acquisition of all of the outstanding
membership interests of Vanco Direct.  The certificate for the
Interests was placed in escrow to be transferred to CGAI upon the
date of transfer of ownership of the Interests to CGAI.

The Final Closing was to occur upon the approval by the FCC and
the state regulatory commissions -- in charge of state licensure
for Vanco Direct telecommunications operations -- of the change in
beneficial ownership of Vanco Direct to the Company.  Effective
April 14, 2009, the Company received all the state and federal
regulatory approvals deemed necessary to finalize the technical
closing of the acquisition and the certificate for the Interests
was released from escrow.  In conjunction with the regulatory
approval, Vanco Direct's name changed to Global Capacity Direct,
LLC.

The purpose of the Form 8-K/A is to file, as part of the Original
8-K, the Company's unaudited pro forma condensed consolidated
financial statements as of September 30, 2008, and for the nine-
month period then ended as well as for the year ended December 31,
2007.  The pro forma statements reflect the effects of the
acquisition of Vanco Direct by the Company.

A full-text copy of the Unaudited Pro Forma Condensed Consolidated
Financial Information for the Company is available at no charge at
http://ResearchArchives.com/t/s?4289

                   About Capital Growth Systems

Based in Chicago, Illinois, Capital Growth Systems Inc. (OTC BB:
CGSY) doing business as Global Capacity Group Inc., delivers
telecom integration services to systems integrators,
telecommunications companies, and enterprise customers worldwide.
It provides an integrated supply chain management system that
streamlines and accelerates the process of designing, building,
and managing customized communications networks.  The Company also
provides connectivity services for network integrators who bundle
telecommunication solutions to enterprise customers; offers global
pricing and quotation software and management services for data
communications; and assists customers to reduce connectivity costs
and attain understanding and control of their deployed
communications network.


CAPITALSOUTH BANK: Closed; IBERIABANK Assumes All Deposits
----------------------------------------------------------
CapitalSouth Bank, Birmingham, Alabama, was closed August 21 by
the Alabama State Banking Department, which appointed the Federal
Deposit Insurance Corporation (FDIC) as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with IBERIABANK, Lafayette, Louisiana, to assume all of
the deposits of CapitalSouth Bank, excluding those from brokers.

The 10 branches of CapitalSouth Bank will reopen today, Monday, as
branches of IBERIABANK.  Depositors of CapitalSouth Bank will
automatically become depositors of IBERIABANK.  Depositors will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers should continue to use
their existing branches until IBERIABANK can fully integrate the
deposit records of CapitalSouth Bank.

As of June 30, 2009, CapitalSouth Bank had total assets of $617
million and total deposits of approximately $546 million.  In
addition to assuming all of the deposits of the failed bank,
IBERIABANK agreed to purchase $589 million of the failed bank's
assets.  The FDIC will retain the remaining assets for later
disposition.

The FDIC and IBERIABANK entered into a loss-share transaction on
approximately $499 million of CapitalSouth Bank's assets.
IBERIABANK will share in the losses on the asset pools covered
under the loss-share agreement.  The loss-sharing arrangement is
projected to maximize returns on the assets covered by keeping
them in the private sector.  The agreement also is expected to
minimize disruptions for loan customers.

IBERIABANK will purchase all deposits, except about $3.6 million
in brokered deposits, held by CapitalSouth Bank.  The FDIC will
pay the brokers directly for the amount of their funds.  Customers
who placed money with brokers should contact them directly for
more information about the status of their deposits.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-877-894-4710.  Interested parties can also
visit the FDIC's Web site at:

   http://www.fdic.gov/bank/individual/failed/capitalsouth.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $151 million.  IBERIABANK's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  CapitalSouth Bank is the 80th FDIC-
insured institution to fail in the nation this year, and the
second in Alabama.  The last FDIC-insured institution closed in
the state was Colonial Bank, Montgomery, on August 14, 2009.


CARAUSTAR INC: Emerges from Bankruptcy in Record 82 Days
--------------------------------------------------------
Caraustar Industries, Inc. announced August 21 that it has emerged
from Chapter 11 as a newly reorganized private company eliminating
approximately $135 million in debt.

Michael J. Keough, president and chief executive officer, said,
"We are gratified that the company has been able to expeditiously
implement its Plan of Reorganization with minimal business
disruption and in record time.  As a result, Caraustar emerges
with a strong, stable platform from which to operate, invest and
grow our business. This is a tremendous accomplishment."

Under the Plan, shares of the company's common stock will be
retired and previous shareholders will receive a pro rata share of
$2.9 million.  The company's 7-3/8% and 7-1/4% Senior Notes have
been exchanged for an aggregate of $85 million in new Senior
Secured Notes and 100% of the common stock of the reorganized
company.

Caraustar has closed on a new $75 million revolving credit
facility with General Electric Capital Corporation, which provides
Caraustar with more than adequate liquidity to meet all of its
working capital needs, including any future capital investments.
The company has made no borrowings against the new facility.

Mr. Keough said, "We are in a significantly stronger competitive
position today than we have been at any time in the past decade.
With one of the strongest balance sheets in the industry, we look
forward to building upon our 70-year heritage to continue to
provide the innovation, products and services our customers have
come to expect from Caraustar, as well as implementing future
plans to re-invest in the business and continuing our growth.

"During the brief 82-day period in which Caraustar operated under
Court supervision - a record for the Bankruptcy Court for the
Northern District of Georgia - customers continued to receive
superior customer service; vendors were paid in the ordinary
course of business with no losses; and all of our employees worked
incredibly hard to support the company's reorganization efforts."

The company has been very active in rationalizing its portfolio by
exiting under-performing businesses, right-sizing operations
through consolidation of facilities and reducing selling, general
and administrative expenses. Restructuring the company's balance
sheet through the exchange of debt for equity complements that
effort.

"We are the same company, but with increased financial strength,
organizational stability and momentum," Mr. Keough said.  "Our new
capital structure, combined with the cost savings achieved by
operating as a private entity, provides a lean and flexible
foundation for sustainable profitability.

"We are appreciative of the support and commitment from our
stakeholders who have expressed their desire to succeed with us,
and I have every confidence that we will deliver."

                    About Caraustar Industries

Headquartered in Austell, Georgia, Caraustar Industries, Inc. --
http://www.caraustar.com/-- is one of North America's largest
integrated manufacturers of 100% recycled paperboard and converted
paperboard products.  Caraustar serves the four principal recycled
boxboard product end-use markets: tubes and cores; folding
cartons; gypsum facing paper and specialty paperboard products.

Caraustar reached an agreement with holders of roughly 83% of its
7-3/8% Senior Notes maturing June 1, 2009, and 91% of its 7-1/4%
Senior Notes maturing May 1, 2010, on the terms of a cooperative
financial restructuring that would reduce the Company's debt
obligations by roughly $135 million.

The Company and its domestic subsidiaries filed voluntary Chapter
11 petitions along with a pre-negotiated Plan of Reorganization in
the United States Bankruptcy Court for the Northern District of
Georgia on May 31, 2009 (Bankr. N.D. Ga. Lead Case No. 09-73830).
James A. Pardo, Jr., Esq., and Mark M. Maloney, Esq., at King &
Spalding represent the Debtors on their restructuring efforts.
The Debtors listed $50 million to $100 million in assets and
$100 million to $500 million in debts.


CARDTRONICS INC: Moody's Reviews 'B3' Ratings for Likely Downgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Cardtronics, Inc.,
under review for possible upgrade.  Overall, Moody's believes that
the combination of consistent growth in company's core business
operations, debt reduction, and improvement in cash flow
generation and profitability warrant the consideration of a rating
upgrade.

Ratings under review for possible upgrade include:

* Corporate family rating at B3
* Probability of default rating at B3
* $300 million subordinated debt rating at Caa1, LGD4, 67%

The rating review will focus on the prospects for (1) continued
stability in transaction volumes, (2) overall modest revenue
growth on a constant-currency basis, (3) improvement in operating
profitability, (4) ability to sustain positive free cash flow
generation after growth capital expenditures and share buybacks,
and (5) the maintenance of good liquidity.

Over the last six months, Cardtronics has demonstrated stability
in top line revenues, despite the weakness in broad macro
environment.  The company has exhibited improvement in its
profitability due to a shift to its higher margin large-account
ATM placement, branding and international business, which has been
offset by a decline in its lower-margin merchant-owned business
and equipment sales.  Further, the company has improved its
positive free cash flow generation by reducing its capital
expenditures.

The previous rating action occurred on July 9, 2007 when Moody's
assigned Cardtronics' "tack-on" high yield subordinated notes
rating of Caa1, and affirmed B3 corporate family rating with a
stable outlook.

Cardtronics Inc, which is headquartered in Houston, TX, is a
leading ATM operator with approximately 32,880 ATMs located in all
50 states of the United States, including 2,530 ATMs located
throughout the United Kingdom, and 2,100 ATMs located throughout
Mexico.  The company had revenues of $485 million for the last
twelve months ended June 30, 2009.


CAREAMERICA INC: Trustee's Fraudulent Transfer Claims Implausible
-----------------------------------------------------------------
WestLaw reports that a Chapter 7 trustee, who alleged that, with
respect to the transfers alleged to be fraudulent, the transferors
"received less than reasonably equivalent value in exchange from
the Defendant for the fraudulent transfers" and that the
transferor was "insolvent on the date of each fraudulent transfer
or became insolvent as a result of the fraudulent transfers,"
failed to satisfy the plausibility standard for his claim of a
constructively fraudulent transfer, as required for the claim to
survive a motion to dismiss.  Although the trustee's allegations
mirrored the elements of Sec. 548(a)(1)(B) of the Bankruptcy Code,
the trustee failed to support these allegations with factual
content describing the consideration received by each transferor
or the debtors' insolvency at the time of the transfer.  In re
Caremerica, Inc., --- B.R. ----, 2009 WL 2253253 (Bankr. E.D.N.C.)
(Leonard, J.).

On September 15, 2006, Caremerica, Inc., Caremerica Adult Care,
Inc., The Meadows of Hermitage, Inc., The Meadows of Fayetteville
Inc., and The Meadows of Wilmington, Inc., filed Chapter 11
petitions (Bankr. E.D.N.C. Case No. 06-02913), and the cases were
subsequently converted to chapter 7 liquidating proceedings.  On
the date of petition, the debtors operated adult care homes in
eastern North Carolina.  On February 4, 2008, the court entered an
order allowing the substantive consolidation of the debtors and
the appointment of a trustee.  James B. Angell serves as the
Chapter 7 Trustee, and is represented by Philip W. Paine, Esq., at
Howard, Stallings, From & Hutson, P.A., in Raleigh, N.C.


CARLOS RODRIGUEZ: Meeting of Creditors Scheduled for September 11
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Carlos Beltran-Rodriguez and Ines Gonzalez-Rosado's Chapter 11
case on Sept. 11, 2009, at 9:00 a.m.  The meeting will be held at
Ochoa Building, 500 Tanca Street, First Floor, San Juan, Puerto
Rico.

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

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

Humacao, Puerto Rico-based Carlos Beltran-Rodriguez and Ines
Gonzalez-Rosado filed for Chapter 11 on August 4, 2009 (Bankr. D.
P.R. Case No. 09-06437).  Lorenzo J. Palomares-Starbuck, Esq.,
represents the Debtors in their restructuring efforts.  In their
petition, the Debtors listed total assets of $36,676,000 and total
debts of $21,904,636.


CBI ACQUISITION: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: CBI Acquisition Corporation
        58 Otter Cove Drive
        Old Saybrook, CT 06475

Bankruptcy Case No.: 09-32277

Chapter 11 Petition Date: August 19, 2009

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: James G. Verrillo, Esq.
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Fax: (203) 367-9678
                  Email: jverrillo@zeislaw.com

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

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Ian Phillips, owner of the Company.


CEDAR FAIR: Bank Debt Trades at 3% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Cedar Fair LP is a
borrower traded in the secondary market at 96.11 cents-on-the-
dollar during the week ended Friday, Aug. 21, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.92 percentage points
from the previous week, The Journal relates.  Cedar Fair LP pays
interest at 200 points above LIBOR.  The bank loan matures on
Aug. 30, 2012.  The bank loan carries Moody's Ba3 rating and
Standard & Poor's BB- rating.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 21, among the 147 loans
with five or more bids.

Headquartered in Sandusky, Ohio, Cedar Fair LP (NYSE: FUN) --
http://www.cedarfair.com/-- is a publicly traded partnership and
one of the largest regional amusement-resort operators in the
world.  The Partnership owns and operates 12 amusement parks, five
outdoor water parks, one indoor water park and six hotels.  Cedar
Fair is the second-largest regional theme park company in the U.S.
in terms of attendance.

As reported by the Troubled Company Reporter on Aug 11, 2009,
Moody's Investors Service assigned a Ba3 rating and LGD3 -- 34%
assessment to the new term loans issued by Cedar Fair, L.P., and
Canada's Wonderland Company in conjunction with the company's
amendment and extension of a portion of its existing guaranteed
senior secured credit facility.  The amendment extends the
maturity of $900 million of Cedar Fair and Wonderland's
$1.67 billion term loans by two years to February and August 2014.
Moody's believes the extension and Cedar Fair's recent efforts to
pay down debt improve the company's intermediate term liquidity
position by reducing the amount of obligations that need to be
refinanced in 2012.  The rating outlook remains negative.

Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Cedar Fair's $900 million senior secured term
loan due 2014, consisting of $836 million term loan facility due
2014 and US$64 million-equivalent Canadian-dollar term loan
facility due 2014.  S&P assigned the loan an issue-level rating of
'BB-' (one notch higher than the 'B+' corporate credit rating on
the company) with a recovery rating of '2', indicating its
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default.  The $900 million term loan will
extend the maturity of about 54% of the company's $1.671 billion
in existing term loans from 2012 to 2014.  The rating outlook is
negative.


CELL THERAPEUTICS: Closes Offering of $30MM Preferreds, Warrants
----------------------------------------------------------------
Cell Therapeutics, Inc., on Friday closed on its sale of
$30 million shares of its Series 2 Preferred Stock and warrants to
purchase shares of its common stock in a registered offering to a
single institutional investor.  The investor has elected to
convert all of its shares of Series 2 Preferred Stock and to
receive the 18,853,103 shares of the Company's common stock
issuable upon such conversion at the closing.

The Company received approximately $28.2 million in net proceeds
from the offering, after deducting placement agent fees and
estimated offering expenses.

In connection with the offering, the investor received warrants to
purchase up to 4,713,276 shares of common stock. The warrants have
an exercise price of $1.70 per warrant share, for total potential
additional proceeds to the Company of approximately $8.0 million
upon exercise of the warrants. The warrants are exercisable
immediately upon their date of issuance and will expire nine
months thereafter.

Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman &
Renshaw Capital Group, Inc. (Nasdaq:RODM), acted as the exclusive
placement agent for the offering.

A shelf registration statement relating to the shares of Series 2
Preferred Stock and warrants issued in the offering (and the
shares of common stock issuable upon conversion of the Series 2
Preferred Stock and exercise of the warrants) has been filed with
the Securities and Exchange Commission.  The shelf registration
statement was automatically effective upon filing with the SEC.  A
prospectus supplement relating to the offering has also been filed
with the SEC.  Copies of the prospectus supplement and
accompanying prospectus may be obtained directly from the Company
by contacting the Company at the following address: Cell
Therapeutics, Inc., 501 Elliott Avenue West, Suite 400, Seattle,
Washington 98119.

On August 19, 2009, Cell Therapeutics entered into a letter
agreement with Rodman & Renshaw as placement agent, relating to a
proposed offering of securities of the Company.  A full-text copy
of the placement agreement is available at no charge at:

               http://ResearchArchives.com/t/s?42c6

On August 19, the Company entered into a Securities Purchase
Agreement between the Company and the purchaser thereunder.  A
full-text copy of the purchase agreement is available at no charge
at http://ResearchArchives.com/t/s?42c7

Each Warrant has an exercise price of $1.70 per share of Common
Stock. The Warrants are exercisable immediately upon the date of
issuance and expire nine months after the date of issuance.

All Preferred Shares and Warrants, and the shares of Common Stock
issuable upon conversion or exercise of the Preferred Shares and
Warrants, as the case may be, were offered and sold by the Company
under its registration statement on Form S-3 (File No. 333-
161442), as supplemented by the prospectus supplement dated
August 19, 2009, and filed with the Securities and Exchange
Commission on August 20, 2009.

In connection with the Offering and as partial compensation for
the Placement Agent's services, the Company issued to the
Placement Agent a warrant to purchase up to 565,593 shares of
Common Stock at an exercise price of $2.125 per share.

On August 19, the Company also filed Articles of Amendment to its
Amended and Restated Articles of Incorporation with the Secretary
of State of the State of Washington, establishing the Series 2
Preferred Stock.  Each share of Series 2 Preferred Stock is
entitled to a liquidation preference equal to the stated value of
such share of Series 2 Preferred Stock plus any accrued and unpaid
dividends before the holders of Common Stock or any other junior
securities of the Company receive any payments upon such
liquidation.  The Series 2 Preferred Stock is not entitled to
dividends except to share in any dividends actually paid on the
Common Stock or any pari passu or junior securities.  The Series 2
Preferred Stock is convertible into Common Stock, at the option of
the holder, at an initial conversion price of $1.59125 per share,
subject to a 10% blocker provision.  The Series 2 Preferred Stock
has no voting rights except for limited protective provisions and
except as is otherwise required by law.

The Company has filed a prospectus supplement, a copy of which is
available for free at http://ResearchArchives.com/t/s?4280

It also filed a blank registration statement on Form S-3 in
connection with its plan to offer from time to time in one or more
offerings:

     -- shares of common stock;
     -- shares of preferred stock; and
     -- warrants to purchase common stock, preferred stock or
        debt securities.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?4281

                      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.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the years ended December 31, 2008, and 2007.  The auditing firm
reported that the Company has substantial monetary liabilities in
excess of monetary assets as of December 31, 2007, including
approximately $19.8 million of convertible subordinated notes and
senior subordinated notes which mature in June 2008.  It also
noted that the Company has sustained loss from operations over the
audit periods, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2008.


CELL THERAPEUTICS: To Issue Series 2 Convertible Preferreds
-----------------------------------------------------------
Cell Therapeutics, Inc., filed with the Securities and Exchange
Commission on Form 424B5 a prospectus supplement in connection
with its offering of 30,000 shares of Series 2 Convertible
Preferred Stock and warrants to purchase up to 4,713,276 shares of
common stock -- and the 23,566,379 shares of common stock issuable
from time to time upon conversion of the Series 2 Preferred Stock
and exercise of the warrants -- to certain institutional
investors.  The purchase price for each share of Series 2
Preferred Stock and a warrant to purchase approximately 157 shares
of common stock is $1,000.  Each warrant to purchase shares of the
Company's common stock will have an exercise price of $1.70 per
share.  The warrants are exercisable immediately and expire nine
months from the date of issuance.

Rodman & Renshaw, LLC acted as the sole placement agent and book
runner on the transaction.  The placement agent is not purchasing
or selling any of these securities nor is it required to sell any
specific number or dollar amount of securities, but has agreed to
use its best efforts to sell the securities offered by the
prospectus supplement.

The prospectus supplement and the accompanying prospectus also
cover the sale of the securities by the Initial Purchasers to the
public.  Each Initial Purchaser may be deemed an "underwriter"
within the meaning of Section 2(a)(11) of the Securities Act of
1933, as amended, and any profits on the sales of the Company's
securities by each Initial Purchaser and any discounts,
commissions or concessions received by each Initial Purchaser may
be deemed to be underwriting discounts and commissions under the
Securities Act.

The Series 2 Preferred Stock and the warrants will not be listed
on any national securities exchange.  The Company's common stock
is quoted on The NASDAQ Capital Market and on the MTA stock market
in Italy under the symbol "CTIC."  On August 18, 2009, the last
reported sale price of the Company's common stock on The NASDAQ
Capital Market was $1.57.

A full-text copy of the Company's prospectus supplement is
available at no charge at http://ResearchArchives.com/t/s?4280

Cell Therapeutics also filed with the SEC on Form S-3 a
registration statement in connection with its plan to offer from
time to time, in one or more offerings:

     -- shares of common stock;
     -- shares of preferred stock; and
     -- warrants to purchase common stock, preferred stock or debt
        securities.

"We may offer these securities in amounts, at prices and on terms
determined at the time of each offering thereof.  Each time we
offer securities using this prospectus, we will provide specific
terms of the securities and the offering in one or more
supplements to this prospectus.  The prospectus supplements may
also add, update or change the information in this prospectus and
will also describe the specific manner in which we will offer the
securities," the Company said.

A full-text copy of the Form S-3 Registration Statement is
available at no charge at http://ResearchArchives.com/t/s?4281

                      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.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the years ended December 31, 2008, and 2007.  The auditing firm
reported that the Company has substantial monetary liabilities in
excess of monetary assets as of December 31, 2007, including
roughly $19.8 million of convertible subordinated notes and
senior subordinated notes which mature in June 2008.  It also
noted that the Company has sustained loss from operations over the
audit periods, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2008.

As of June 30, 2009, the Company had $43.2 million in total
assets; and $98.7 million in total liabilities; resulting in
$57.6 million in shareholders' deficit.  The Company had
$1.35 billion in accumulated deficit as of June 30, 2009.


CERBERUS CAPITAL: Hedge Funds Face Liquidations, Says Report
------------------------------------------------------------
According to a report by The Wall Street Journal, Cerberus Capital
Management's main hedge funds face withdrawals by clients of
$4 billion of the $7.7 billion in assets it held.  The Journal,
citing unidentified people, said the firm is trying to persuade
some of the clients to change their minds, and the amount
liquidated could change.


CERUS CORP: Inks Placement Agency Agreement with Cowen and Co.
--------------------------------------------------------------
Cerus Corporation entered into a Placement Agency Agreement, dated
August 19, 2009, with Cowen and Company, LLC, relating to the sale
and issuance by the Company to select investors of up to 6,000,000
units, with each Unit consisting of (i) one share of the Company's
common stock, par value $0.001 per share, and (ii) a warrant to
purchase 0.4 of a share of Common Stock.

The sale of the Units is being made pursuant to Subscription
Agreements, each dated August 19, 2009, with each of the Investors
pursuant to which the Investors agreed to purchase the Units at a
purchase price of $2.20 per Unit.  In the aggregate, the Company
would issue up to 6,000,000 shares of Common Stock and warrants to
purchase up to 2,400,000 shares of Common Stock pursuant to the
terms of the Placement Agency Agreement and the related
Subscription Agreements.  The Warrants to be issued to each
Investor would generally be exercisable for a period of five years
from the date of issuance beginning six months after the date of
issuance, and would carry an exercise price of $2.90 per share.
The Company anticipates raising gross proceeds of $13.2 million.
The net offering proceeds to the Company from the sale of the
Units, after deducting placement agent fees and other estimated
offering expenses payable by the Company (including up to $125,000
of related expenses payable to the Placement Agent), are expected
to be roughly $12.2 million.

The Shares, the Warrants and the shares of Common Stock issuable
upon exercise of the Warrants are being offered pursuant to a
prospectus dated December 17, 2008 and a prospectus supplement
dated August 19, 2009, pursuant to the Company's effective
registration statements on Form S-3 (Registration Nos. 333-154842
and 333-161214).

Cooley Godward Kronish LLP advised the Company on the matter.

The closing of the sale and issuance of the Units is expected to
take place on or about August 25, 2009, subject to the
satisfaction of customary closing conditions.

A full-text copy of the Placement Agency Agreement, dated
August 19, 2009, by and between Cerus and Cowen and Company, LLC,
is available at no charge http://ResearchArchives.com/t/s?428a

A full-text copy of the Prospectus Supplement is available at no
charge at http://ResearchArchives.com/t/s?428b

On August 10, 2009, the Company filed a Form S-3MEF registration
statement pursuant to Rule 462(b) of the Securities Act of 1933,
as amended, and General Instruction IV.A. to Form S-3 solely to
register the Series C junior participating preferred stock
purchase rights attached to the shares of the Company's common
stock registered under its registration statement on Form S-3
(File No. 333-154842), declared effective by the Securities and
Exchange Commission on December 17, 2008.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?428c

As reported by the Troubled Company Reporter on August 17, 2009,
Cerus posted a net loss of $6.21 million for three months ended
June 30, 2009, compared with a net loss of $8.94 million for the
same period in 2008.  For six months ended June 30, 2009, the
Company posted a net loss of $13.60 million compared with a net
loss of $14.88 million for the same period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $34.56 million, total liabilities of $12.96 million and
stockholders' equity of about $21.60 million.  At June 30, 2009,
the Company had cash, cash equivalents and short-term investments
of $12.90 million.  Working capital decreased to $17.00 million at
June 30, 2009, from $29.1 million at Dec. 31, 2008, due to lower
cash, cash equivalents, short-term investments, inventory and
accounts receivable balances.

The Company said that its available cash balances will be
sufficient to meet its capital requirements into 2010, although
its independent registered public accountants have indicated that
substantial doubt exists as to its ability to continue as a going
concern.

                            About Cerus

Cerus Corporation (NASDAQ:CERS) is a biomedical products company
focused on commercializing the INTERCEPT Blood System to enhance
blood safety.  The INTERCEPT system is designed to inactivate
blood-borne pathogens in donated blood components intended for
transfusion.  The Company markets the INTERCEPT system for both
platelets and plasma in Europe and the Middle East.  Cerus is also
pursuing regulatory approvals in the United States and other
countries.  The INTERCEPT red blood cell system is in clinical
development.


CHAMPION ENTERPRISES: Obtains 30-Day Waiver Under Credit Facility
-----------------------------------------------------------------
Champion Enterprises, Inc., reports that as a result of
deteriorating operating results during the first half of 2009, it
was not in compliance with the financial covenants contained in
its senior secured credit facility pertaining both to the required
level of 12-month adjusted EBITDA and the required minimum level
of total liquidity.  The Company has obtained a waiver for an
initial period of 30 days while it works together with its lenders
to arrive at a longer-term solution.

"The difficult operating environment coupled with challenging
conditions in the M&A market led to disappointing results with
respect to certain significant asset sales that we hoped to
complete during the quarter," stated Phyllis Knight, executive
vice president and chief financial officer.

"We are actively engaged in discussions with a third party that
has expressed an interest in making an investment in the Company.
At the same time, we are also working with our lenders to find a
more permanent solution either in connection with or as an
alternative to this potential recapitalization.  We appreciate the
ongoing support and cooperation that our lenders have shown as the
Company works through these unprecedented difficulties in the
markets we serve," concluded Mr. Knight.

On August 13, 2009, Champion Enterprises said revenues for the
second quarter ended July 4, 2009, decreased 55.2% to
$129.5 million compared to $289.2 million for the second quarter
of 2008.  The Company reported a loss before income taxes of
$13.3 million for the second quarter compared to pretax income of
$3.6 million in the same period of 2008.  The Company's second
quarter 2009 net loss totalled $13.3 million, or $0.17 per diluted
share, compared to net income of $3.4 million, or $0.04 per
diluted share, for the second quarter of 2008.

The loss before income taxes in the second quarter of 2009
included the following items totaling $700,000 of expense:
restructuring and other plant closing charges totalling
$2.7 million and foreign currency transaction gains on
intercompany loans of $2.0 million.  Second quarter 2008 pretax
income included foreign currency transaction gains of $600,000.

During the second quarter, the Company repaid the remaining
$6.7 million of its Senior Notes due 2009 and borrowed
$1.3 million under its revolving line of credit.

As of July 4, 2009, the Company had $596.4 million in total
assets; and total current liabilities of $269.6 million, long-term
debt of $193.5 million, deferred tax liabilities of $38.1 million,
and other long-term liabilities of $31.4 million; resulting in
shareholders' equity of $63.6 million.

Cash, cash equivalents and short-term investments totalled
$26.5 million as of July 4, 2009, compared with $47.8 million at
the end of the first quarter and $91.3 million at the end of the
second quarter of 2008.  Inclusive of available borrowing capacity
under its revolving line of credit, Champion's total liquidity
stood at $27.0 million as of July 4, 2009, compared to
$49.2 million at the end of last quarter.

During the second quarter, the Company closed its manufacturing
facility in Colorado and one of its two plants in Florida and
idled one of its three plants in California.  Primarily as a
result of these restructuring actions, the Company recorded pretax
charges totalling $2.7 million in the quarter including non-cash
asset impairment charges of $2.0 million.  Champion now operates
22 manufacturing facilities in North America.

"We are pleased that our results improved over the first quarter,
though difficult market conditions have persisted resulting in a
net loss for the quarter.  In an effort to reduce losses going
forward, we closed or idled three unprofitable plants in the U.S.
during the quarter," stated William Griffiths, chairman, president
and chief executive officer of Champion Enterprises, Inc.

"In Canada, our second quarter unit sales fell 63% from last year,
causing a significant portion of the unfavorable variance in year
over year manufacturing segment results.  The reduction in
manufacturing orders was at least in part driven by a reduction in
Canadian retailer inventory in the face of limited availability of
retailer financing and the general economic slowdown.  However,
order rates in Canada have shown steady improvement over the last
several months and have more recently approached and, in some
cases, even exceeded last year's levels.  In addition, backlogs in
the U.K. have held strong, and our outlook for this business in
the second half of the year remains favorable," Mr. Griffiths
continued.

"While conditions both in the U.S. and abroad remain difficult,
our U.S. markets are beginning to show some signs of stabilization
and we are encouraged by signs of improvements in our non-U.S.
businesses over the next several quarters.  As a result, we are
optimistic that the worst of this cycle may be behind us,"
concluded Mr. Griffiths.

                    About Champion Enterprises

Troy, Michigan-based Champion Enterprises, Inc. --
http://www.championhomes.com/-- operates 27 manufacturing
facilities in North America and the United Kingdom distributing
its products through independent retailers, builders and
developers.  The Champion family of builders produces manufactured
and modular homes, as well as modular buildings for government and
commercial applications.


CHARTER COMM: Ortiz Wants Claim Deemed Nondischargeable
-------------------------------------------------------
Militza Ortiz asks Judge Peck to deem the debt owed to her by
Charter Communications, Inc., as nondischargeable, pursuant to
Sections 105 and 523 of the United States Bankruptcy Code.

Ms. Ortiz was employed with Charter from May 15, 2005, through the
date of termination of her employment on May 12, 2006.  On July 9,
2007, after obtaining a release and right to sue from the Equal
Employment Opportunity Commission, she filed a complaint in the
United States District Court for the District of Connecticut at
New Haven, alleging pregnancy discrimination, sex discrimination,
retaliation in violation of Title VII of the Civil Rights Act of
1964, and a count in negligent infliction of emotional distress.

Myles H. Alderman, Jr., Esq., at Alderman & Alderman, in Hartford,
Connecticut, relates that in November 2005, Ms. Ortiz informed an
agent of the Debtor that she was pregnant and that she would
require maternity leave at a later date.  Throughout her pregnancy
and while she was working for the Debtor, the Debtor, through its
agents and employees, began to treat her differently at work,
including denying her request for time off, changing her normal
working hours and required her to work terrible hours and closing
shifts, and ultimately, she was terminated on May 11, 2006 -- just
five days prior to her one-year anniversary with the Debtor to
deny her access to Charter-sponsored insurance coverage and Family
Medical Leave Act rights.

On April 8, 2009, the District Court ordered the dismissal of the
Ortiz Action.

Mr. Alderman contends that Charter's conduct constituted willful
and malicious injury.   Therefore, he says, pursuant to Section
523(a)(6), all or part of the debt owed to Ms. Ortiz by the Debtor
should be deemed nondischargeable.  Citing In re Bressler, No. 06-
11897 (S.D.N.Y. May 15, 2008), he argues that it is well-settled
that the Second Circuit held that "malicious," for the purposes of
Section 523(a)(6), may be found by looking at the totality of the
circumstances, either upon a finding of actual ill will or
malevolence, or a finding of aggravated, socially reprehensible
conduct sufficient to justify an imputation of malice to the
debtor.

"It is aggravated, socially reprehensible conduct to unduly harass
a pregnant employee and subsequently terminate her employment due
to her pregnancy thus depriving her of the Debtor sponsored
insurance coverage and rights under the Family Medical Leave Act,"
Mr. Alderman contends.

                 About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had
total assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.

Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation
consultants are Duff & Phelps LLC; the Debtors' financial advisors
are Lazard Freres & Co. LLC; and the Debtors' restructuring
consultants are AlixPartners LLC.  The Debtors' regulatory counsel
is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP.  The
Debtors' claims agent is Kurtzman Carson Consultants LLC.

Bankruptcy Creditors' Service, Inc., publishes Charter
Communications Bankruptcy News.  The newsletter tracks the Chapter
11 proceedings undertaken by Charter Communications and more than
100 of its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


CHARTER COMM: Plan Hearings to Continue Until September 2
---------------------------------------------------------
The hearing to consider confirmation of Charter Communications,
Inc., and its subsidiaries' Amended Joint Plan of Reorganization,
which commenced on July 20, 2009, continued last August 17 and
18.  Updates on the recent hearings are yet to be disclosed.

The Court has set aside August 24, 25, and 31, and September 1
and 2, 2009, for the further continuation of the Confirmation
Hearing, according to papers filed in Court.

To recall, Charter's Plan to reorganize in Chapter 11 by
reinstating, or replacing on the same terms, $11.8 billion in debt
was criticized by the Debtors' lenders, government agencies and
other parties-in-interest, including the U.S. Trustee, the U.S.
Securities and Exchange Commission, JPMorgan Chase Bank, N.A., and
several taxing authorities.  The Objecting Parties also opposed
the Plan's release and injunction provisions.

Judge James M. Peck said at the hearing held July 22 that he will
need to extend the trial, and that the Debtors' bankruptcy cases
can not be concluded by August 4, 2009, as previously planned,
because the confirmation hearing is running behind schedule.

As previously reported, a former senior financial adviser
testified at the Confirmation Hearing that Charter tried to sell
itself several times and separately held discussions to raise cash
before filing for bankruptcy, and that the company had attempted
to monetize its tax assets in 2008.

Charter's chief executive officer Neil Smit also testified that to
stave off bankruptcy, Charter tried to monetize its net operating
loss carry-forwards through its "Project Cosmos," Mike Farrell of
Multichannel News reported.

Eric Zinterhofer of Apollo Management LP has also testified that
Apollo was not aware that Crestview Partners, L.P., Oaktree
Capital Group Holdings GP and Franklin Resources Inc. bought debts
in Charter, just like Apollo, Bloomberg News reported.  Mr.
Zinterhofer denied allegations that the four funds did a "club
deal" to take control of Charter.  The four funds would own 71% of
Charter's equity if the Debtors' Plan proceeds.

                       Objections Under Seal

Judge James Peck allowed these documents to be filed under seal:

  -- JPMorgan Chase Bank, N.A.'s objections to confirmation of
     the Debtors' Joint Plan of Reorganization and Pre-Trial
     Brief, and the attached affidavit and exhibits;

  -- First Lien Lender Group's memorandum of law and
     supplemental objection to the confirmation of the Plan, as
     well as the supporting declaration and exhibits;

  -- Law Debenture Trust Company of New York's objection to the
     Plan;

  -- Wells Fargo Bank, N.A.'s objection to the Plan and the
     attached declaration and exhibits; and

  -- Wilmington Trust Company's objection to the Plan and the
     attached declaration and exhibits.

JPMorgan is the administrative agent for the Amended and Restated
Credit Agreement, dated as of March 18, 1999, with CCO Holdings,
LLC as guarantor and certain lenders, while the First Lien Lender
Group currently holds approximately $2 billion of indebtedness
under the Credit Agreement.

Wells Fargo is the successor administrative agent and successor
collateral agent for the third lien prepetition secured lenders to
CCO Holdings, LLC, while Law Debenture is as the Indenture Trustee
with respect to the $479 million in aggregate principal amount of
6.50% Convertible Senior Notes due 2027 issued by Charter
Communications, Inc.

Wilmington Trust Company is the indenture trustee for the holders
of (i) the 8% Senior Second Lien Notes due 2012 and the 8.375%
Senior Second Lien Notes due 2014 issued pursuant to an Indenture
among Charter Communications Operating, LLC, and Charter
Communications Operating Capital Corp., as issuers, and Wilmington
Trust, as successor trustee, and (ii) the 10.875% Senior Second
Lien Notes due 2014 issued pursuant to an Indenture among CCO and
CCO Capital, as issuers, and Wilmington Trust, as indenture
trustee.

                 About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had
total assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.

Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation
consultants are Duff & Phelps LLC; the Debtors' financial advisors
are Lazard Freres & Co. LLC; and the Debtors' restructuring
consultants are AlixPartners LLC.  The Debtors' regulatory counsel
is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP.  The
Debtors' claims agent is Kurtzman Carson Consultants LLC.

Bankruptcy Creditors' Service, Inc., publishes Charter
Communications Bankruptcy News.  The newsletter tracks the Chapter
11 proceedings undertaken by Charter Communications and more than
100 of its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


CHOCTAW RESORT: Moody's Downgrades Corp. Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service downgraded Choctaw Resort Development
Enterprise's corporate family rating, probability of default
rating and senior unsecured notes rating to B2 from B1.  The
senior secured term loan rating was affirmed at B1.  The outlook
remains negative.  The ratings downgrade reflects the slower and
less ample than expected year-over-year earnings improvement,
which is likely to result in a new financial covenant breach under
the term loan agreement.

Despite the mid-week closure of the Golden Moon Hotel and Casino
and significant lay-offs implemented in early 2009, the
Enterprise's EBITDA in the second and third quarter of fiscal 2009
was below expectation.  The year-over-year earnings improvement
has been slower -- it started in the third quarter - and less
significant than expected.  Anticipated year-over-year EBITDA
growth in the fourth quarter is unlikely to be sufficient to avoid
a financial covenant violation as of September 30, 2009.  The
total leverage covenant steps up to 2.75 times at the end of the
fourth quarter from 3.75 times previously.  Total debt/EBITDA was
approximately 3.4x of June 30, 2009.  Furthermore, while net
revenues were in line with expectations in the first and second
quarter of fiscal 2009, reflecting the voluntary mid-week closure
of the Golden Moon Hotel and Casino, they deteriorated more
significantly than anticipated in the third quarter, reflecting
continued economic pressures.

The rating outlook remains negative, considering the prolonged
operating challenges.  In addition, although EBITDA is expected to
largely cover debt service obligations and maintenance capex in
the near term, it is critical from a liquidity standpoint that the
Enterprise's distributions remain commensurate with operating cash
flow, which could remain constrained.

Ratings downgraded:

  -- Corporate Family Rating to B2 from B1

  -- Probability of Default Rating to B2 from B1

  -- Senior Unsecured Notes due 2019 to B2 (LGD4, 56%) from B1
    (LGD4, 56%)

Rating affirmed:

  -- Senior Secured Term Loan due 2011 at B1 (change in LGD point
     estimates to LGD3, 42% from LGD3, 43%).

The last rating action was on February 11, 2009, when Moody's
confirmed Choctaw Resort's B1 corporate family rating with a
negative outlook.

Choctaw Resort is a component unit of the Mississippi Band of
Choctaw Indians, which was created by the Tribe in October 1999 to
run its gaming operations.  It owns and operates in central
Mississippi the Silver Star Hotel and Casino and the Golden Moon
Hotel and Casino, which commenced operations in 1994 and 2002,
respectively.


CIFG GUARANTY: Moody's Junks Insurance Strength Rating From 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Caa2 from Ba3 the
insurance financial strength ratings of CIFG Guaranty, CIFG
Europe, and CIFG Assurance North America, Inc., and will review
those ratings for possible further downgrade.  This rating action
was prompted by significant deterioration in the company's
remaining insured portfolio since January, 2009 when CIFG
initiated a broad restructuring.  The rating action has
implications for the various transactions wrapped by CIFG as
discussed later in the press release.

In its 2nd quarter regulatory financial statements made public,
CIFG Assurance reported a large statutory deficit, driven by
significant deterioration in the company's insured portfolio,
particularly RMBS and CDO sectors.  Moody's loss expectation for
CIFG's portfolio has similarly increased since the January
restructuring, noting that RMBS and CDOs account for over 70% of
CIFG's portfolio and therefore adverse performance trends in these
segments have a significant impact on the company's capital
adequacy position.  Moody's also noted that the company has
meaningful single risk concentrations in the pooled corporate and
international infrastructure segments such that meaningful
deterioration in a few large credits could affect portfolio loss
estimates substantially.  The rating agency believes that losses
for CIFG's insured portfolio will exceed the company's claims
paying resources.

The company's capital position is now below the minimum statutory
capital required under New York law, which also heightens the risk
of regulatory intervention.  With the heightened likelihood of
ultimate policyholder claims exceeding CIFG's resources, Moody's
believes there will be increased pressure on the insurer's
counterparties to commute outstanding exposures on terms that
could imply a distressed exchange.

During the review, Moody's will refine its assessment of CIFG's
insured exposures, with particular emphasis on future performance
of the company's mortgage related and pooled corporate exposures
relative to expectations and the resulting capital adequacy
levels.  Moody's will also monitor other developments at the
company including possible regulatory action and additional
commutations of risk.

                Treatment Of Wrapped Transactions

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of these: a) the rating of the guarantor (if rated at
the investment grade level); or b) the published underlying rating
(and for structured securities, the published or unpublished
underlying rating).  Moody's approach to rating wrapped
transactions is outlined in Moody's special comment entitled
"Assignment of Wrapped Ratings When Financial Guarantor Falls
Below Investment Grade" (May, 2008); and Moody's November 10, 2008
announcement entitled "Moody's Modifies Approach to Rating
Structured Finance Securities Wrapped by Financial Guarantors".

In light of the downgrade of CIFG, Moody's will position the
ratings of wrapped transactions or withdraw such ratings according
to these criteria.  For wrapped transactions whose ratings are
withdrawn based on these criteria, if the rating of CIFG should
subsequently move back into the investment grade range, or if the
agency should subsequently publish the underlying rating, Moody's
would reinstate the rating to the wrapped instruments.

The last rating action was on January 22, 2009, when the ratings
of CIFG were upgraded from B3 to Ba3 and the outlook was changed
to developing.

                      List Of Rating Actions

These ratings have been downgraded and the ratings are on review
for further possible downgrade:

* CIFG Guaranty -- insurance financial strength to Caa2, from Ba3;

* CIFG Europe -- insurance financial strength to Caa2, from Ba3;
  and

* CIFG Assurance North America, Inc. -- insurance financial
  strength to Caa2, from Ba3.

Established in 2001, CIFG provided financial guarantees to issuers
in the municipal and structured finance markets in the US and
Europe through CIFG Assurance North America, Inc. and CIFG Europe,
though it ceased writing new business in 2008.


CIRCUS AND ELDORADO: S&P Downgrades Corp. Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit and issue-level ratings on Reno, Nevada-based Circus and
Eldorado Joint Venture.  S&P lowered the corporate credit rating
to 'B-'from 'B'.  The rating outlook is stable.

In addition, S&P lowered the issue-level rating on the company's
mortgage notes to 'B-' (at the same level as the corporate credit
rating on the company) from 'B'.  The recovery rating on this debt
remains at '3', indicating S&P's expectation of meaningful (50%-
70%) recovery in the event of a payment default.

"The corporate credit rating downgrade reflects weaker-than-
expected operating performance as the return of a bowling
tournament in Reno in 2009 has not sufficiently tempered the
declines associated with the substantial pullback in consumer
discretionary spending," said Standard & Poor's credit analyst
Melissa Long.  In the six months ended June 30, 2009, net revenues
and EBITDA fell by 12% and 8%, respectively.  CEJV did benefit
somewhat in the second quarter from bowling, although the impact
was not as significant as in past years as the number of bowlers
attending the tournament fell by about 25% and consumer spending
was lower.

"We had previously incorporated an expectation that the return of
a major bowling tournament would result in EBITDA in 2009 being
flat to down in the low-single digits," added Ms. Long, "but S&P
is now incorporating an assumption that full-year revenue and
EBITDA declines will be around 15% and 20%, respectively."


CIRTRAN CORP: YA Global Agrees to Forbearance Until July 2010
-------------------------------------------------------------
CirTran Corporation and YA Global Investments, formerly known as
Cornell Capital Partners, LP, on August 11, 2009, entered into a
forbearance agreement and related agreements, which related to
certain financing arrangements and agreements between the Company
and YA.

The Forbearance Agreement related specifically to three debentures
issued by the Company to YA or its predecessor entities:

     (1) a May 26, 2005, debenture in the principal amount of
         $3,750,000;

     (2) a December 30, 2005, debenture in the principal amount of
         $1,500,000; and

     (3) an August 23, 2006, debenture in the principal amount of
         $1,500,000.

The Company agreed to waive any claims against YA, and released
any claims the Company may have had.  The Company also ratified
its obligations under the Financing Documents; agreed to the
satisfaction of certain conditions precedent, including the entry
into a Global Security Agreement, a Global Guaranty Agreement, and
an amendment of a warrant granted to YA in connection with the
issuance of the August Debenture; agreed to seek to obtain waivers
from the Company's landlords at its properties in Utah,
California, and Arkansas; and agreed to seek to obtain deposit
account control agreements from the Company's banks and depository
institutions.

The Company also agreed to repay obligations under the Debentures
on this schedule:

     $125,000 on August 11, 2009 (at the time of signing of the
              Agreement);
     $150,000 on September 1, 2009;
     $150,000 on October 1, 2009;
     $200,000 on November 1, 2009;
     $200,000 on December 1, 2009;
     $250,000 on January 1, 2010;
     $250,000 on February 1, 2010;
     $300,000 on March 1, 2010;
     $300,000 on April 1, 2010;
     $300,000 on May 1, 2010;
     $300,000 on June 1, 2010;
     $300,000 on July 1, 2010; and

     the remaining balance of the Obligations will be paid in full
in good and collected funds by federal funds wire transfer on or
before the earlier of (i) the occurrence of a Termination Event,
or (ii) 3:00 P.M. (New York Time) on July 1, 2010.

Pursuant to the Forbearance Agreement, the parties agreed that the
Company, subject to the consent of YA, may choose to pay all or
any portion of the payments listed above in common stock, with the
conversion price to be used to determine the number of shares of
common stock being equal to 85% of the lowest closing bid price of
the Company's common stock during the 10 trading days prior to the
payment date.

In exchange for the satisfaction of such conditions and agreements
from the Company, YA agreed to forbear from enforcing its rights
and remedies as a result of the existing defaults or converting
the Debentures into shares of the Company's common stock, until
the earlier of (i) the occurrence of a Termination Event, or (ii)
the Termination Date, which is given as July 1, 2010.
Notwithstanding, nothing contained in the Forbearance Agreement or
the other Forbearance Documents will be deemed to constitute a
waiver by YA of any default or event of default, whether now
existing or hereafter arising (including, without limitation, the
existing defaults listed in the Forbearance Agreement), or its
right to convert the Debentures into shares of the Company's
common stock.

The Termination Events listed include the failure of the Company
to make any payment as set forth when due or within 15 days of the
applicable payment date, the failure of the Company to perform or
comply with other terms and conditions of the Forbearance
Agreement when due or within 15 days after receiving written
notification from YA of such failure, and other listed events.

                     Global Security Agreement

The Company, YA, and certain of the Company's subsidiaries also
entered into a Global Security Agreement in connection with the
Forbearance Agreement.  The subsidiaries that are parties to the
GSA are:

     * Racore Network, Inc.;
     * Cirtran - Asia, Inc.;
     * Cirtran Beverage Corp.;
     * Cirtran Media Corp.;
     * Cirtran Online Corp.; and
     * Cirtran Products Corp.

Under the GSA, the Company and the participating subsidiaries
pledged and granted to YA, its successors and assigns, a security
interest in and to all assets and personal property of each
Grantor, as security for the payment or performance in full of the
obligations set forth in the Forbearance Agreement.

                     Global Guaranty Agreement

Additionally, the Company, YA, and certain of the Company's
subsidiaries also entered into a Global Guaranty Agreement in
connection with the Forbearance Agreement.  The subsidiaries that
are parties to the GGA are:

     * Racore Network, Inc.;
     * Cirtran - Asia, Inc.;
     * Cirtran Beverage Corp.;
     * Cirtran Media Corp.;
     * Cirtran Online Corp.; and
     * Cirtran Products Corp.

Under the GGA, the Company and the participating subsidiaries
guaranteed to YA the full payment and prompt performance of all of
the obligations set forth in the Forbearance Agreement.

         Amendment No. 1 to Warrant to Purchase Common Stock

The Company also agreed to amend the warrant to purchase up to
15,000,000 shares of the Company's common stock, which was granted
in connection with the issuance of the August Debenture in August
2006, to extend the expiration date of the Warrant to August 23,
2010, instead of August 23, 2009.

A full-text copy of the Forbearance Agreement is available at no
charge at http://ResearchArchives.com/t/s?42a7

"Projected positive cash flow and increased worldwide sales of the
Playboy-branded energy drinks, which are manufactured and
distributed by CirTran, will allow us to pro-actively manage our
debt and eliminate the possibility of additional shares being sold
in the market under the existing convertible debentures if all
scheduled payments are made as scheduled," Iehab J. Hawatmeh,
CirTran's chairman and president, said last week.

"CirTran is now in better control of its finances and in better
position to reward shareholders for their loyalty," said Mr.
Hawatmeh.  "Moving forward, we will focus on continuing to build
our Playboy-branded beverage business worldwide while also seeking
to build business for our operations in the U.S. and China."

                           About CirTran

Headquartered in Salt Lake City, Utah, CirTran Corporation (OTC
BB: CIRC) -- http://www.CirTran.com/-- is an international, full-
service contract manufacturer.  CirTran's operations include:
CirTran-Asia, a subsidiary with principal offices in ShenZhen,
China, which manufactures high-volume electronics, fitness
equipment, and household products for the multi-billion-dollar
direct response industry; CirTran Online, which offers products
directly to consumers through major retail web sites, and CirTran
Beverage, which has partnered with Play Beverages LLC to introduce
the Playboy Energy Drink(TM).


CIRTRAN CORP: Recods $1.3MM Net Loss for First Half 2009
--------------------------------------------------------
CirTran Corporation filed its quarterly report on Form 10-Q for
the period ended June 30, 2009, with the Securities and Exchange
Commission on August 19, five days after stating it would delay
the filing of the 10-Q report.

The Company had said management requires additional time to
compile and verify the data required to be included in the report.

The Company posted a net loss of $1,383,709 for the first six
months of 2009, from a net loss of $723,013 for the same period in
2008.  The Company booked an 865,848 net income for the three-
month period ended June 30, 2009, from net loss of $655,394 for
the same period a year ago.

As of June 30, 2009, the Company had $14,227,872 in total assets
and $15,781,180 in total liabilities; resulting in $1,553,308
stockholders' deficit.

A full-text copy of the Company's financial report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42a8

"We have a history of substantial losses from operations, and of
using rather than providing cash in operations.  We had an
accumulated deficit of $34,709,124 along with a total
stockholders' deficit of $1,553,308 at June 30, 2009.  In
addition, during the six months ended June 30, 2009, we have used,
rather than provided, cash in our operations.  Our monthly
operating costs plus interest expense payable in cash averaged
approximately $1,000,000 per month during the six months ended
June 30, 2009," the Company related.

"In conjunction with our efforts to improve our results of
operations, we are also actively seeking infusions of capital from
investors, and are seeking sources to repay our existing
convertible debentures.  In our current financial condition, it is
unlikely that we will be able to obtain additional debt financing
at a reasonable cost. Even if we did acquire additional debt, we
would be required to devote additional cash flow to servicing the
debt, and either securing the debt with assets, or paying a
premium cost.  Accordingly, we are looking to obtain equity
financing to meet our anticipated capital needs.  There can be no
assurances that we will be successful in obtaining such capital.
If we issue additional shares for equity or in connection with
debt, this will dilute the value of our common stock and existing
shareholders' positions.

"There can be no assurance that we will be successful in obtaining
more debt and/or equity financing in the future or that our
results of operations will materially improve in either the short
or the long term.  If we fail to obtain such financing and improve
our results of operations, we will be unable to meet our
obligations as they become due. That would raise substantial doubt
about our ability to continue as a going concern," the Company
said.

                           About CirTran

Headquartered in Salt Lake City, Utah, CirTran Corporation (OTC
BB: CIRC) -- http://www.CirTran.com/-- is an international, full-
service contract manufacturer.  CirTran's operations include:
CirTran-Asia, a subsidiary with principal offices in ShenZhen,
China, which manufactures high-volume electronics, fitness
equipment, and household products for the multi-billion-dollar
direct response industry; CirTran Online, which offers products
directly to consumers through major retail web sites, and CirTran
Beverage, which has partnered with Play Beverages LLC to introduce
the Playboy Energy Drink(TM).


CITIGROUP INC: Registers 3 Classes of Securities on NYSE Arca
-------------------------------------------------------------
Citigroup Inc. on August 21, 2009, filed with the Securities and
Exchange Commission Form 8-A12Bs to register pursuant to Section
12(b) of the Securities Exchange Act of 1934:

     -- Buffer Notes Based Upon the S&P 500(R) Index Due 2011;

     -- Equity LinKed Securities (ELKS(R)) Based Upon the Common
        Stock of General Electric Company Due 2010;

     -- Equity LinKed Securities (ELKS(R)) Based Upon the American
        Depositary Receipts Representing the Common Shares of Vale
        S.A. Due 2010

Citigroup will register the three classes of securities on NYSE
Arca, the filings say.

As reported by the Troubled Company Reporter on August 3, 2009,
Citigroup Inc. filed with the SEC a Free Writing Prospectus on
Form FWP and a Pricing Supplement on Form 424B2 relating to
Citigroup Funding Inc.'s planned issuance of Buffer Notes Based
Upon the S&P 500(R) Index Due 2011.  The Buffer Notes Based Upon
the S&P 500(R) Index due 2011 are equity index-linked investments
that offer a potential return at maturity based on an enhanced
upside participation in any increase in the value of the S&P
500(R) Index during the term of the Notes, subject to a maximum
total return, while also providing protection against a decline of
10% or less in the value of the S&P 500(R) Index and a limited
buffer against a decline of more than 10% in the value of the S&P
500(R) Index.  The Notes are not principal protected and do not
pay periodic interest.  The Notes have a maturity of roughly two
years.

As reported by the TCR on July 30, 2009, Citigroup Inc. filed with
the SEC a free writing prospectus on Form FWP in connection with
Citigroup Funding Inc.'s issuance of Equity LinKed Securities ___%
Per Annum Based Upon the Common Stock of General Electric Company
Due 2010.  The public offering price is $10.00 per ELKS.  Equity
LinKed Securities are equity-linked investments that offer current
income as well as limited protection against the decline in the
price of the common stock on which the ELKS are based.  The ELKS
Based Upon the Common Stock of General Electric Company have a
maturity of roughly 13 months and are issued by Citigroup Funding
Inc.

As reported by the TCR on July 30, 2009, Citigroup Inc. filed with
the SEC a free writing prospectus on Form FWP in connection with
Citigroup Funding Inc.'s issuance of Equity LinKed Securities __%
Per Annum Based Upon the American Depositary Receipts Representing
the Common Shares of Vale S.A. Due 2010.  The public offering
price is $10.00 per ELKS.  Equity LinKed Securities, or ELKS(R),
are equity-linked investments that offer current income as well as
limited protection against the decline in the price of the
American Depositary Receipts on which the ELKS are based.  The
ELKS Based Upon the American Depositary Receipts of Vale S.A. have
a maturity of roughly 13 months and are issued by Citigroup
Funding Inc.

                       About Citigroup Inc.

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.  At June 30, 2009, Citigroup had
total assets of $1.84 trillion and total liabilities of
$1.69 trillion.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
As part of the agreement, the U.S. Treasury and the Federal
Deposit Insurance Corporation will provide protection against the
possibility of unusually large losses on an asset pool of
roughly $306 billion of loans and securities backed by
residential and commercial real estate and other such assets,
which will remain on Citigroup's balance sheet.  As a fee for this
arrangement, Citigroup issued preferred shares to the Treasury and
FDIC.  The Federal Reserve agreed to backstop residual risk in the
asset pool through a non-recourse loan.

Citigroup is one of the banks that, according to results of the
government's stress test, need more capital.


CLAIRE'S STORES: Bank Debt Trades at 35% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 65.34 cents-
on-the-dollar during the week ended Friday, Aug. 21, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.41
percentage points from the previous week, The Journal relates.
The loan matures on May 29, 2014.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa2 rating while it carries Standard & Poor's B-
rating. The debt is one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended Aug. 21, among the 147 loans with five or more bids.

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

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

At May 2, 2009, Claire's Stores has $2,877,264,000 in assets,
$212,884,000 in current liabilities and $2,743,540,000 in long-
term liabilities (for $2,956,424,000 in total liabilities).


CLARE HOUSE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Clare House, LLC
        PO Box 40444
        Spokane, WA 99220

Case No.: 09-04650

Chapter 11 Petition Date: August 20, 2009

Court: United States Bankruptcy Court
       Eastern District Of Washington (Spokane/Yakima)

Judge: Patricia C Williams

Debtor's Counsel: Dan O'Rourke, Esq.
                  Southwell & ORourke
                  421 W Riverside Avenue, Suite 960
                  Spokane, WA 99201
                  Tel: (509) 624-0159
                  Fax: (509) 624-9231
                  Email: dorourke@southwellorourke.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.


CLARIENT INC: Files Copy of Q1 Earnings Release, Call Transcript
----------------------------------------------------------------
Clarient Inc. filed with the Securities and Exchange Commission a
copy of its news statement in May 2009 regarding the Company's
results of operations for the first quarter ended March 31, 2009.
It also filed a copy of the transcript of the conference call held
on May 6, 2009, to discuss operating results for the March 31
quarter.

A full-text copy of the May 2009 press release announcing the
Company's results of operations for the March 31 quarter is
available at no charge at http://ResearchArchives.com/t/s?42c2

A full-text copy of the Transcript of the first quarter ended
March 31, 2009 earnings conference call, is available at no charge
at http://ResearchArchives.com/t/s?42c3

On August 7, 2009, the Company filed its quarterly report on Form
10-Q for the second quarter.  As reported by the Troubled Company
Reporter, Clarient swung to a $29,000 net income for the three
months ended June 30, 2009, from a $4.27 million net loss for the
same period a year ago.  Clarient posted lower net loss of
$127,000 for the six months ended June 30, 2009, from a
$5.21 million net loss for the same period a year ago.

At June 30, 2009, Clarient had $54.3 million in total assets;
$13.8 million in total current liabilities, $982,000 in long-term
capital lease obligations and $3.75 million in deferred rent and
other non-current liabilities; and $35.6 million in stockholders'
equity.

Second quarter revenue was $23.7 million, compared to
$16.9 million for the same period in 2008.  Clarient has now
posted 20 consecutive quarters of sequential revenue growth.
Revenue for this year's six-month period was $46.9 million, up
from $32.8 million in the year-earlier period.

                       About Clarient Inc.

Based in Aliso Viejo, California, Clarient Inc. (Nasdaq: CLRT) --
http://www.clarientinc.com/-- is an advanced oncology diagnostics
services company.  The Company's principal customers include
pathologists, oncologists, hospitals and biopharmaceutical
companies.

                       Going Concern Doubt

KPMG LLP in Irvine, California -- in its audit report dated
March 19, 2009 -- raised substantial doubt about the Company's
ability to continue as a going concern.  KPMG cited the Company's
recurring losses from operations and negative cash flows from
operations, and working capital and net capital deficiencies.
KPMG said it is not probable that the Company can remain in
compliance with the restrictive financial covenants in its bank
credit facilities.


CLEARPOINT BUSINESS: Narrows Net Loss to $283,531 for June 30 Qtr
-----------------------------------------------------------------
ClearPoint Business Resources, Inc., narrowed its net loss to
$283,531 for the three months ended June 30, 2009, from $4,944,214
for the same period a year ago.  The Company posted net loss of
$921,648 for the first half of 2009, from net loss of $36,641,807
for the first half of 2008.

As of June 30, 2009, the Company had $3,492,403 in total assets
and $26,262,146 in total liabilities, resulting in $22,769,743 in
stockholders' deficit.

Historically, ClearPoint has funded its cash and liquidity needs
through cash generated from operations and debt financing.  At
June 30, 2009, the Company had an accumulated deficit of
$55,412,191 and working capital deficiency of $8,904,055.
Although the Company restructured its debt and obtained new
financing in the third quarter of 2009, cash projected to be
generated from operations may not be sufficient to fund operations
and meet debt repayment obligations during the next 12 months.  To
meet its future cash and liquidity needs, the Company may be
required to raise additional financing and restructure existing
debt.  There is no assurance that the Company will be successful
in obtaining additional financing and restructuring its existing
debt.  If the Company does not generate sufficient cash from
operations, raise additional financing and restructure existing
debt, there is substantial doubt about the ability of the Company
to continue as a going concern.

During the six months ended June 30, 2009, ClearPoint did not make
certain required payments under the Loan Agreement with ComVest,
the Blue Lake Note, the Sub Notes payable to Sub Noteholders and
the StaffBridge Note.

A full-text copy of the Company's quarterly report on Form
10-Q dated August 19, 2009, is available at no charge at
http://ResearchArchives.com/t/s?4264

On August 17, ClearPoint told the Securities and Exchange
Commission it was unable to complete its Quarterly Report within
the prescribed time period.  The Company noted that it entered
into the Amended and Restated Revolving Credit Agreement with
ComVest Capital, LLC.  The Company said management's efforts
related to this debt restructuring and evaluating the Company's
financial position have required a significant amount of
management time and other Company resources that normally would be
devoted to the preparation of the Form 10-Q and related matters.

ClearPoint has filed prospectus supplement no. 9 to supplement
information contained in past prospectuses relating to the resale
by selling security holders of up to 3,710,825 shares of the
Company's common stock, $.0001 par value, issuable upon the
exercise of warrants issued in connection with a financing
transaction in June 2008.

The Company also filed with the SEC a comparison of selected
consolidated financial data, a full-text copy of which is
available at no charge at http://ResearchArchives.com/t/s?428d

Moreover, on August 13, the Company disclosed it has terminated
its agreement with XRoads Solutions Group, LLC.  In January 2009,
the Company entered into a letter agreement, as amended effective
May 14, 2009, XRoads.  Among other matters, XRoads agreed to
provide the services of Brian Delle Donne to serve as the
Company's Interim Chief Operating Officer through August 13.

The XRoads Agreement provided that either the Company or XRoads
could terminate the XRoads Agreement at any time with at least
thirty days prior written notice.  On July 6, 2009, the Company
sent a 30-day termination notice to XRoads.  The XRoads Agreement
and Brian Delle Donne's services as the Company's Interim Chief
Operating Officer were terminated effective August 7.

                About ClearPoint Business Resources

ClearPoint Business Resources, Inc., is a workplace management
solutions company.  Through the iLabor Network, ClearPoint
provides services to clients ranging from small businesses to
Fortune 500 companies.  The iLabor Network specializes in the
highly transactional "go to work" or "on-demand" segment of the
temporary labor market.  ClearPoint considers the hospitality,
distribution, warehouse, manufacturing, logistics, transportation,
convention services, hotel chains, retail and administrative
sectors among the segments best able to be served by the iLabor
Network.

During the fiscal year ended December 31, 2008, ClearPoint began
to transition its business model from a temporary staffing
provider through a network of branch-based offices or franchises
to a provider that manages clients' temporary staffing needs
through its open Internet portal-based iLabor Network.  ClearPoint
completed this transition during the three months ended June 30,
2008.  Under its new business model, ClearPoint acts as a broker
for its clients and network of temporary staffing suppliers.

ClearPoint derives its revenues from (i) royalty payments related
to client contracts which ClearPoint subcontracted or sold to
other providers of temporary staffing services; (ii) revenues
generated by the iLabor Network; and (iii) revenues related to
VMS.


CLEARPOINT BUSINESS: Inks Amendment to ComVest Loan Agreement
-------------------------------------------------------------
ClearPoint Business Resources, Inc., on August 14, 2009, entered
into the Amended and Restated Revolving Credit Agreement with
ComVest Capital, LLC.  The Amended Loan Agreement amended and
restated the Revolving Credit and Term Loan Agreement, dated as of
June 20, 2008, as amended on January 29, 2009, between the Company
and ComVest.

Pursuant to the Original Loan Agreement, ComVest extended to the
Company a secured revolving credit facility for up to $3.0 million
and a term loan in the principal amount of $9.0 million, of which
$1.0 million was treated as an original issue discount, and the
Company received $8.0 million in respect of the term loan.

Pursuant to the Amended Loan Agreement, the maximum availability
under the secured revolving credit facility was increased from
$3.0 million to $10.5 million.  The remaining outstanding
principal balances of $2.9 million under the revolving credit note
and $7.1 million under the term loan extended by ComVest pursuant
to the Original Loan Agreement were paid in full by an advance
from the Revolver, and the term note was cancelled.

Effective as of the first business day of each of the first 12
calendar weeks in each calendar quarter beginning with the
calendar quarter ending March 31, 2010, the Revolver Maximum will
be reduced by an amount equal to 1/12th of the amount, calculated
as of the last day of the immediately preceding calendar quarter,
equal to the sum of: (i) the amount (if any) by which the Revolver
Maximum exceeds the amounts outstanding under the Revolver, plus
(ii) all cash and cash equivalents of the Company and its
subsidiaries determined in accordance with accounting principles
generally accepted in the United States on a consolidated basis,
minus (iii) all documented reasonable costs and expenses incurred
and paid in cash by the Company between August 14, 2009 and such
quarter-end in connection with the registration of the resale of
shares underlying the ComVest Warrant.  To the extent the amounts
outstanding under the Revolver exceed the Revolver Maximum, the
Company must make a payment to ComVest to reduce the amount
outstanding to an amount less than or equal to the Revolver
Maximum.  The Company may borrow under the Revolver from time to
time, up to the then applicable Revolver Maximum.

The Company may request an increase in the Revolver Maximum to an
aggregate amount not in excess of $11,250,000 minus: (i) any and
all required reductions, and (ii) the outstanding principal amount
of any indebtedness incurred after August 14, 2009, up to a
maximum principal amount outstanding of $750,000 minus any
increase in the Revolver Maximum then in effect.  To request such
an increase, the Company must introduce to ComVest a participant
reasonably satisfactory to ComVest to participate in the advances
under the Revolver in a principal amount not less than the
requested increase in the Revolver Maximum, on a pari passu basis
with ComVest.

The amounts due under the Revolver bear interest at a rate per
annum equal to 12.00%, subject to increase by 400 basis points
during the continuance of any event of default under the Amended
Loan Agreement.

The Revolver matures on December 31, 2010, subject to extension to
December 31, 2011, in ComVest's sole and absolute discretion, if
the Company requests the extension no earlier than September 30,
2010 and no later than October 31, 2010 and there are no
continuing events of default on the originally scheduled Revolver
maturity date (which defaults may be waived in ComVest's sole and
absolute discretion).

In addition, the Amended Loan Agreement provides that:

     (i) ComVest must pre-approve the hiring of all members of
         senior management of the Company and all employment
         agreements or other contracts with respect to senior
         management;

    (ii) the Company will, on or prior to September 28, 2009,
         designate two members of the Board of Directors of the
         Company, each to be placed within separate classes of the
         Board of Directors and each of which will be unaffiliated
         with and independent of ComVest; and

   (iii) the Company must deliver to ComVest, on or prior to
         September 13, 2009, written agreements from specified
         holders of indebtedness of the Company (excluding
         indebtedness held by Manufacturers and Traders Trust
         Company) agreeing to defer and postpone payments of
         principal and interest in respect of such indebtedness
         until one or more dates on or after December 31, 2009.

Under the Amended Loan Agreement, the Company must make all
necessary adjustments to its system of internal control over
financial reporting and disclosure controls and procedures no
later than December 31, 2009.

Beginning with fiscal quarter ending March 31, 2010, the Company
must maintain certain fixed charge coverage ratios set forth in
the Amended Loan Agreement.

The Amended Loan Agreement lists various events of default
including, but not limited to: default in the payment of principal
or interest under all obligations of the Company under the Amended
Loan Agreement or in the observance or performance of any covenant
set forth in the Amended Loan Agreement; default of the Company or
any of its subsidiaries under any indebtedness exceeding $100,000
(excluding any amount due to Blue Lake Rancheria and any
litigation brought with respect to amounts owed to Blue Lake
Rancheria, so long as such amounts are paid solely in shares of
the Company's common stock); occurrence of certain bankruptcy or
insolvency events; and existence of any litigation, arbitration or
other legal proceedings, other than certain specified litigation,
brought by any creditors of the Company or any subsidiary in an
aggregate claimed amount exceeding $300,000.

In connection with the execution of the Amended Loan Agreement,
ComVest executed a waiver of existing events of default under the
Original Loan Agreement.  The Waiver is effective provided that
the Company pays to ComVest on March 31, 2010 (or sooner if there
is a further event of default) roughly $160,000, constituting the
difference between interest calculated at the default rate and at
the non-default rate under (i) the term note on the outstanding
principal balance of the term note for the period from March 1,
2009 through August 14, 2009, and (ii) the original revolving
credit note on the outstanding principal balance of the advances
from time to time during the default period stated.

In connection with the Amended Loan Agreement, each of Messrs.
Michael Traina, the Company's Chairman of the Board of Directors
and Chief Executive Officer, and John Phillips, the Company's
Chief Financial Officer, reaffirmed their respective Validity
Guaranties previously given to ComVest on June 20, 2008, by
executing a Reaffirmation of Validity Guaranties, dated August 14,
2009.  The Validity Guaranty provides that each officer will not,
intentionally or through conduct constituting gross negligence,
and the Company will not, through intentional acts of either Mr.
Traina or Mr. Phillips or through conduct constituting gross
negligence by each such officer, provide inaccurate or misleading
information to ComVest, conceal any information required to be
delivered to ComVest or fail to cause the Collateral to be
delivered to ComVest when required or otherwise take any action
that constitutes fraud.  In the event of a breach or violation of
the obligations of Messrs. Traina or Phillips under the Validity
Guaranty, the officer must indemnify and hold ComVest harmless
from any loss or damage resulting from such breach or violation.

The Company will pay ComVest modification fees in the amount of
$210,000, charged to the Revolver, payable $60,000 on January 1,
2010 and $50,000 on each of April 1, 2010, July 1, 2010 and
October 1, 2010.  In addition, on the first business day of each
calendar month prior to the maturity date of the Revolver and on
the Revolver maturity date or the earlier termination of the
Revolver, the Company must pay ComVest a monthly unused commitment
fee equal to 0.25% of the amount by which the Revolver Maximum
exceeds the average daily outstanding principal amount of advances
during the immediately preceding calendar month, charged to the
Revolver.

                     Warrant Issued to ComVest

In connection with the transaction with ComVest, the Company
issued to ComVest the Amended and Restated Warrant, dated August
14, 2009, to purchase, in the aggregate, 2,210,825 shares of the
Company's common stock, $0.0001 par value per share, for an
exercise price of $0.01 per share.  Upon the occurrence and during
the continuation of an event of default (other than certain
specified events of default) under the Amended Loan Agreement,
then upon five business days' notice to the Company, the ComVest
Warrant is exercisable for a number of shares of Common Stock
that, when aggregated with all ComVest Warrant Shares previously
acquired upon exercise of the ComVest Warrant, constitutes 51% of
the fully diluted Common Stock of the Company at the time of
exercise.  The exercise price of the ComVest Warrant for a Default
Exercise is $0.001 per share of Common Stock.  The exercise price
of the ComVest Warrant may be paid to the Company in cash, check
or, at ComVest's option, by crediting the exercise price to any
obligation then owed to it under the Amended Loan Agreement.  The
ComVest Warrant is exercisable until August 31, 2014.  The ComVest
Exercise Price and the number of ComVest Warrant Shares are
subject to adjustment following certain events, including
distributions on the Common Stock; merger, consolidation or share
exchange; and certain issuances of Common Stock.  The ComVest
Warrant may be exercised via a "cashless exercise."

If at any time the Common Stock is not registered under the
Securities Exchange Act of 1934, as amended, or the Company has
ceased or suspended the filing of periodic reports under the
Exchange Act, ComVest has the right to require the Company to
redeem and purchase from ComVest, for a cash purchase price of
$2.0 million, 50% of the ComVest Warrant, or the equivalent of 50%
of the ComVest Warrant Shares that may be, or have been, issued
upon exercise of the ComVest Warrant: (i) if the Company or any of
its stockholders enters into a binding agreement with respect to
any sale (as defined in the Amended Loan Agreement); (ii) upon and
after the occurrence and during the continuance of an event of
default under the Amended Loan Agreement; or (iii) any other event
or circumstance that causes, effects, or requires any payment in
full under the Amended Loan Agreement.

If there is a proposed sale of a majority of the outstanding
shares of Common Stock of the Company, on an as-converted basis,
ComVest has the right, exercisable upon written notice to the
selling stockholders provided not less than 10 days prior to the
proposed date for consummation of the sale, to elect to
participate in the transaction and sell to the proposed purchasers
a portion of the ComVest Warrant Shares equal, on a percentage
basis, to the percentage of the selling stockholders' Common Stock
included in the proposed transaction.

A full-text copy of the Form of Amended and Restated Revolving
Credit Note issued to ComVest Capital, LLC, dated August 14, 2009,
is available at no charge at http://ResearchArchives.com/t/s?428e

A full-text copy of the Form of Amended and Restated Warrant
issued to ComVest Capital, LLC, dated August 14, 2009, is
available at no charge at http://ResearchArchives.com/t/s?428f

A full-text copy of the Amended and Restated Revolving Credit
Agreement by and between ComVest Capital, LLC and ClearPoint
Business Resources, Inc., dated as of August 14, 2009, is
available at no charge at http://ResearchArchives.com/t/s?4290

A full-text copy of the Waiver Letter, dated August 14, 2009,
of ComVest Capital, LLC, is available at no charge at
http://ResearchArchives.com/t/s?4291

A full-text copy of the Reaffirmation of Validity Guaranties made
by Michael D. Traina and John Phillips, dated as of August 14, is
available at no charge at http://ResearchArchives.com/t/s?4292

A full-text copy of the Reaffirmation of Guaranty made by each of
the entities set forth therein, dated as of August 14, 2009, is
available at no charge at http://ResearchArchives.com/t/s?4293

ClearPoint Business Resources, Inc., is a workplace management
solutions company.  Through the iLabor Network, ClearPoint
provides services to clients ranging from small businesses to
Fortune 500 companies.  The iLabor Network specializes in the
highly transactional "go to work" or "on-demand" segment of the
temporary labor market.  ClearPoint considers the hospitality,
distribution, warehouse, manufacturing, logistics, transportation,
convention services, hotel chains, retail and administrative
sectors among the segments best able to be served by the iLabor
Network.

During the fiscal year ended December 31, 2008, ClearPoint began
to transition its business model from a temporary staffing
provider through a network of branch-based offices or franchises
to a provider that manages clients' temporary staffing needs
through its open Internet portal-based iLabor Network.  ClearPoint
completed this transition during the three months ended June 30,
2008.  Under its new business model, ClearPoint acts as a broker
for its clients and network of temporary staffing suppliers.

ClearPoint derives its revenues from (i) royalty payments related
to client contracts which ClearPoint subcontracted or sold to
other providers of temporary staffing services; (ii) revenues
generated by the iLabor Network; and (iii) revenues related to
VMS.


COMMUNITY HEALTH: Bank Debt Trades at 7% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Community Health
Systems, Inc., is a borrower traded in the secondary market at
92.75 cents-on-the-dollar during the week ended Friday, Aug. 21,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.47 percentage points from the previous week, The Journal
relates.  The loan matures on May 1, 2014.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's Ba3 rating and Standard & Poor's BB rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Aug. 21, among the 147 loans with five or more bids.

Based in Franklin, Tennessee, Community Health Systems, Inc. --
http://www.chs.net/-- is the largest publicly traded operator of
hospitals in the United States in terms of number of facilities
and net operating revenues.  The company provides healthcare
services through these hospitals that it owns and operates in non-
urban and selected urban markets throughout the United States.
The company also owns and operates home health agencies, including
four home health agencies located in markets where it does not
operate a hospital.  Through its wholly owned subsidiary, Quorum
Health Resources, LLC, the company provides management and
consulting services to non-affiliated general acute care hospitals
located throughout the United States.

Community Health carries a 'B+' issuer credit rating, with stable
outlook, from Standard and Poor's and a 'B' long term issuer
default rating, with stable outlook from Fitch Ratings.


COMSTOCK HOMEBUILDING: Slashes $17.8MM of Debt in Foreclosure Deal
------------------------------------------------------------------
Comstock Homebuilding Companies, Inc., and certain of its
subsidiaries entered into a foreclosure agreement on August 17,
2009, with Wachovia Bank, N.A., with respect to roughly
$17.8 million of the Company's $77.2 million of secured debt.

Under the terms of the Agreement, the Company agreed to cooperate
with Wachovia with respect to its foreclosure on certain of the
Company's real estate assets.  Wachovia agreed to release the
Company from their obligations and guarantees relating to the
$17.8 million debt contemporaneous with the execution of a non-
interest bearing unsecured deficiency note in the amount of
roughly $1.8 million.

The Deficiency Note has a three-year term.  The Deficiency Note is
fully subordinate to the repayment of the Company's secured
creditors and is subject to principal reduction based on the
number of completed dwelling units conveyed with Obligors
assistance prior to September 30, 2009.  Based on current sales
backlog, the reduced principal balance of the Deficiency Note is
expected to be roughly $425,000, subject to increase or decrease
based on additional sales or cancellations.  Provided the Obligors
are cooperative in the foreclosure process and the representations
made by the Obligors in the Agreement are materially accurate,
Obligors will have no further liability to Lender except for
repayment of the Deficiency Note.

The assets being foreclosed upon by Wachovia include:

     * Massey Preserve, raw land located in Raleigh, North
       Carolina;

     * Haddon Hall, a condominium project in Raleigh, North
       Carolina;

     * Holland Farm, a development project in Raleigh, North
       Carolina;

     * Wakefield Plantation, a single family project in Raleigh,
       North Carolina;

     * Riverbrooke, a single family project in Raleigh, North
       Carolina;

     * Wheatleigh Preserve, a single family project in Raleigh,
       North Carolina;

     * Brookfield Station, a single family project in Raleigh,
       North Carolina;

     * Providence, a single family project in Raleigh, North
       Carolina;

     * Allyn's Landing, a development project in Raleigh, North
       Carolina;

     * Allen Creek, a single family project in Atlanta, Georgia;

     * Arcanum Estates, a single family project in Atlanta,
       Georgia;

     * Falling Water, a single family project in Atlanta, Georgia;

     * James Road, a development project in Atlanta, Georgia;

     * Tribble Lakes, a development project in Atlanta, Georgia;

     * and Summerland, a condominium project in Woodbridge,
       Virginia.

The Agreement fully resolves all outstanding indebtedness issued
pursuant to the revolving borrowing base facility and loan from
Wachovia to the Company as Borrower for which subsidiaries of the
Company are Guarantors in the original principal amount of
$40,000,000, such facility being amended through an Original
Forbearance Agreement dated February 21, 2007, and a Second
Forbearance Agreement dated December 10, 2008, that separated the
facility into three separate notes: a term note in the current
outstanding amount of $11,960,389, a revolving note in the current
outstanding amount of $2,705,757 and a term note in the amount of
$3,091,944 for the Tribble Lakes project.  Wachovia previously
issued a notice of default to the Obligors relating to the Debts.

"We are very pleased to have finalized an agreement with Wachovia
that will reduce the balance due to Wachovia from approximately
$17.8 million to approximately $425,000.00 while also facilitating
delivery of certain backlog units" said Christopher Clemente,
Comstock's Chairman and Chief Executive Officer.  "While we have
not finalized all agreements regarding our effort to restructure
all of our debts, this is a critical step forward. We remain
focused on reaching similar amicable agreements with our other
secured lenders and we will continue to take the steps necessary
to position Comstock for a return to profitability as market
conditions improve."

It is expected that Wachovia will complete the foreclosure process
in the fourth quarter of 2009 or the first quarter of 2010.  The
Company announced that in anticipation of this agreement it had
recorded impairment charges related to the Wachovia assets in the
quarter ending June 30, 2009, and as a result the Company does not
anticipate any material future write-offs as a result of the
Agreement or the foreclosures.

                     About Comstock Homebuilding

Based in Reston, Virginia, Comstock Homebuilding Companies, Inc.
(NasdaqGM: CHCI) -- http://www.comstockhomebuilding.com--
develops, builds and markets single-family homes, townhouses and
condominiums in the Washington D.C., Raleigh, North Carolina and
Atlanta, Georgia metropolitan markets.  The Company also provides
certain management and administrative support services to certain
related parties.

As of June 30, 2009, the Company had $105,329,000 in total assets
and $104,904,000 in total liabilities.  The Company had
accumulated deficit of $154,663,000 as of June 30, 2009.

The Company retained external consultants in the second quarter of
2008 to act as a financial advisor to the Company in exploring
debt restructuring and alternatives for raising additional capital
for the Company.  In connection with the exploration of available
debt restructuring alternatives, the Company then elected to cease
making certain scheduled interest or principal curtailment
payments while it attempted to negotiate modifications or other
satisfactory resolutions from its lenders.

During 2008, the Company reported several loan covenant violations
and notices of default from several of its lenders.  The
violations and notices led to foreclosures of certain assets and
have resulted in certain guarantee enforcement actions being
initiated against the Company where no foreclosures have taken
place.  Many of the Company's loan facilities contain Material
Adverse Effect clauses which, if invoked, could create an event of
default under those loans.  In the event certain of the Company's
loans were deemed to be in default as a result of a Material
Adverse Effect, the Company's ability to meet its cash flow and
debt obligations would be compromised.

During the fourth quarter of 2008 the Company discontinued its
relationship with its external advisory consultants.  The Company
has continued to negotiate with its lenders into 2009 and has
continued to report default notices and debt restructurings as
they occur.  The Company may experience additional foreclosure
actions in the future as a result of the continuing distress in
the real estate and credit markets.  The Company cannot at this
time provide any assurances that it will be successful in its
continuing efforts to work with its lenders on loan modifications.
This inability to renegotiate debt could result in the Company's
need to seek bankruptcy protections either for certain subsidiary
entities or for the Company as a whole.


CONGOLEUM CORP: District Court Reverses Dismissal, to Handle Case
-----------------------------------------------------------------
Congoleum Corporation (PINKSHEETS: CGMC) said August 21 in a
statement distributed through MarketWire that it received a
decision from the District Court on its appeal of two orders from
the US Bankruptcy Court.  Congoleum had appealed Bankruptcy Court
orders finding its latest plan of reorganization unconfirmable and
dismissing its Chapter 11 case.  The District Court decision
reversed the dismissal order.

With respect to the plan of reorganization, the District Court
ruled that a settlement with certain asbestos claimants was
reasonable and not an impediment to confirmation while another
issue would require a minor modification to the plan.  The
decision also provided specific guidance about the plan and
directed the parties in the case to provide briefings in
preparation for a confirmation hearing.

In addition, the District Court assumed jurisdiction over the
proceedings from the Bankruptcy Court.

Roger S. Marcus, Chairman of the Board, commented, "We are
extremely pleased with the ruling from the District Court.  It
removes the threat of dismissal and provides all parties with the
clear guidance needed to achieve a confirmable plan.  This result
was precisely what we had hoped for, and believe it puts us on
track for confirmation of a plan.  Since confirmation of our plan
would have required review by the District Court, the decision of
the District Court to assume authority over the proceedings will
expedite the plan confirmation process.  In summary, we consider
this an extremely positive development and believe we could see a
plan confirmed within a reasonable amount of time."

                         About Congoleum

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No. 03-
51524) as a means to resolve claims asserted against it related to
the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.


CONSPIRACY ENTERTAINMENT: Posts $1.6MM Net Loss for June 30 Qtr
---------------------------------------------------------------
Conspiracy Entertainment Holdings, Inc., filed its quarterly
report on Form 10-Q for the period ended June 30, 2009, with the
Securities and Exchange Commission on August 19, five days after
stating it would delay the filing of the 10-Q report.

The Company had said compilation, dissemination and review of the
information required to be presented in the Form 10-Q imposed time
constraints that have rendered timely filing of the Form 10-Q
impracticable without undue hardship and expense.

The Company swung to a net loss of $1,675,796 for the three-month
period ended June 30, 2009, from net income of $7,870,778 for the
same period a year ago.  The Company posted net income of $362,889
for the six months ended June 30, 2009, from net loss of
$4,516,370 for the same six-month period a year ago.

As of June 30, 2009, the Company had $3,578,903 in total assets
and $11,795,223 in total liabilities, all current; resulting in
$8,216,320 stockholders' deficit.

A full-text copy of the Company's financial report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42a6

The Company's consolidated financial statements have been prepared
in conformity with accounting principles generally accepted in the
United States of America, which contemplate continuation of the
Company as a going concern.  However, as of June 30, 2009, the
Company had an accumulated deficit of roughly $11,000,000,
significant negative working capital, and is in default on its
debt.  These factors raise substantial doubt about the Company's
ability to continue as a going concern, Conspiracy said.

"Recovery of the Company's assets is dependent upon future events,
the outcome of which is indeterminable.  Successful completion of
the Company's development program and its transition to the
attainment of profitable operations is dependent upon the company
achieving a level of sales adequate to support the Company's cost
structure.  In addition, realization of a major portion of the
assets in the accompanying balance sheet is dependent upon the
Company's ability to meet its financing requirements and the
success of its plans to develop and sell its products.  Management
plans to issue additional debt and equity to fund the release of
new products in 2009 and 2010 and to continue to generate cash
flow from operations," Conspiracy said.

On May 21, 2009, the Company entered into two separate convertible
loan agreements.  Each loan was for $75,000 resulting in total new
debt of $150,000 during the second quarter of 2009.  Both loans
bear interest at 15%, mature May 21, 2010, require a payment of
$37,500 on December 31, 2009 with the balance (including interest)
due at maturity, and are convertible into shares of the Company's
common stock at $0.01 per share (at the note holder's option at
any time the debt is outstanding).  At June 30, 2009, the accrued
and unpaid interest on the debt was $2,494 and is included in
accrued expenses.

              About Conspiracy Entertainment Holdings

Based in Santa Monica, California, Conspiracy Entertainment
Holdings, Inc., develops, publishes and markets interactive
entertainment software.  The Company currently publishes titles
for many popular interactive entertainment hardware platforms,
such as Sony's PlayStation, Nintendo 64 and Nintendo's Game Boy
Color and Game Boy Advance as well as the next generation hardware
platforms such as Sony's PlayStation 2, Sony's PSP, Nintendo
GameCube, Nintendo's DS, Microsoft's Xbox, and also for the PC.


CONTRACTOR TECHNOLOGY: 5th Cir. Says Stay Protects Creditors Too
----------------------------------------------------------------
WestLaw reports that the owners and creditors of a bankrupt
construction company, acting in their capacity as creditors, were
not asserting claim that belonged to the bankruptcy estate in
seeking to recover damages for violations of the automatic stay by
an insurance company that had issued payment and performance bonds
for projects on which the company was employed as a general
contractor, in allegedly contacting project owners while the stay
was in effect and causing them to suspend their payments to the
company, with the result that its reorganization efforts failed.
Accordingly, in their capacity as creditors, but not in their
capacity as owners and equity holders, they had both
constitutional and prudential standing to pursue a damages claim
for the insurer's alleged stay violations.  The stay is for the
protection of creditors as well as debtors.  St. Paul Fire &
Marine Ins. Co. v. Labuzan, --- F.3d ----, 2009 WL 2501122 (5th
Cir. (Tex.)).

This appeal presented an issue of first impression to the U.S.
Court of Appeals for the Fifth Circuit: to what extent, if any, do
Theodore F. Labuzan, and his wife, Deeann Labuzan, creditors of
Contractor Technology, Ltd., the debtor, have standing to claim
damages based on violations of the bankruptcy automatic-stay
provision, 11 U.S.C. Sec. 362(k) ("[A]n individual injured by any
willful violation of a stay . . . shall recover actual damages,
including costs and attorneys' fees, and, in appropriate
circumstances, may recover punitive damages.").  The Labuzans
challenged the district court's ruling they lack standing to
pursue a claim under Sec. 362(k).  The Fifth Circuit vacated the
lower court decision and remanded the case to the District Court.

Headquartered in Houston, Texas, Contractor Technology, Ltd.
-- http://www.ctitexas.com/-- is a producer of recycled concrete
and asphalt.  The Company filed for chapter 11 protection on
May 13, 2005 (Bankr. S.D. Tex. Case No. 05-37623).  When the
Debtor filed for protection from its creditors, it scheduled
its assets at $20,225,000 to $64,241,000, and was unable to
tabulate its liabilities.  On June 23, 2005, the Honorable
Marvin Isgur converted the Debtor's Chapter 11 bankruptcy
case to a Chapter 7 liquidation proceeding and Ronald J.
Sommers was appointed as the Chapter 7 Trustee.


COOPERATIVE BANKSHARES: Bank Closure Cues Chapter 7 Filing
----------------------------------------------------------
Cooperative Bankshares, Inc., on August 19, 2009, commenced a
voluntary case under Chapter 7 of the Bankruptcy Code before the
United States Bankruptcy Court for the Eastern District of North
Carolina.  As a result of the Company's filing for bankruptcy, the
Company does not believe that there will be any assets available
to holders of the capital stock of the Company.

On June 19, 2009, as reported by the Troubled Company Reporter,
Cooperative Bank, the wholly owned subsidiary of Cooperative
Bankshares, was closed by the North Carolina Commissioner of Banks
and the Federal Deposit Insurance Corporation was appointed as
receiver of the Bank.  On that same date, First Bank, Troy, North
Carolina, acquired all banking operations, including most of the
deposits, of the Bank and purchased most of the Bank's assets in a
transaction facilitated by the FDIC.

The Company's principal asset was its ownership of the common
stock of the Bank and, as a result of the receivership of the
Bank, the Company has very limited remaining tangible assets.

In connection with the receivership of the Bank and the Company's
filing for bankruptcy, effective August 19, all of the directors
and executive officers of the Company resigned from their
respective positions with the Company.

The Company's filing for bankruptcy resulted in an event of
default under the terms of the Indenture, dated as of August 30,
2005, governing the Company's $15,464,000 in junior subordinated
debentures due September 15, 2035, and the related trust preferred
securities of the Company's subsidiary, Cooperative Bankshares
Capital Trust I.  Upon the occurrence of this event of default,
the entire principal amount of the Debt Securities and any premium
and interest accrued, but unpaid, thereon became immediately due
and payable.

As of May 31, 2009, Cooperative Bank had total assets of
$970 million and total deposits of roughly $774 million.  In
addition to assuming all of the deposits of the failed bank, First
Bank agreed to purchase roughly $942 million of assets.  The
FDIC will retain the remaining assets for later disposition.

                      About Cooperative Bank

Chartered in 1898, Cooperative Bank in Wilmington, North Carolina,
provides a full range of financial services through 21 offices and
one loan origination office in North Carolina and three offices in
South Carolina.  The Bank's subsidiary, Lumina Mortgage, Inc., is
a mortgage-banking firm, originating and selling residential
mortgage loans through four offices in North Carolina.


COYOTES HOCKEY: Balsillie Wants Bid Allowed Despite NHL Denial
--------------------------------------------------------------
Jef Feeley and Steven Church at Bloomberg reported that lawyers
for Canadian billionaire Jim Balsillie have argued that the
National Hockey League's rejection of Mr. Balsillie's offer to buy
the Phoenix Coyotes shouldn't torpedo his bankruptcy court bid to
acquire the franchise.

The NHL rebuffed Mr. Balsillie's request to become an owner,
saying he lacked "good character and integrity," according to an
Aug. 18 court filing.  "There is no good-faith basis for making
Mr. Balsillie the first applicant in history to be rejected" over
character issues, Mr. Balsillie's lawyers wrote. "The NHL has long
tolerated indicted and even convicted criminals among" its
ownership ranks, they wrote.

The NHL filed with the Bankruptcy Court a request to allow it to
take over day-to-day management of the Phoenix Coyotes.  The NHL,
according to Bloomberg's Bill Rochelle, accuses Coyotes' owner
Jerry Moyes of breaching his fiduciary duty by advancing his own
interest and those of his favored bidder, Mr. Balsillie.
Alternatively, the NHL wants the Bankruptcy Court to appoint a
Chapter 11 trustee.

As reported by the TCR on August 14, 2009, Michael Dell's SOF
Investments, the largest secured creditor in Phoenix Coyotes'
Chapter 11 bankruptcy case, told the U.S. Bankruptcy Court that it
is supporting Jerry Reinsdorf's $148 million bid to acquire the
team.  The National Hockey League also supports Mr. Reinsdorf,
while opposing a $213 million offer from Research in Motion CEO
Jim Balsillie.

Judge Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona held that Jim Balsillie's $212.5 million offer
-- which requires a move by the team to Canada -- must be included
in the September 10 auction for the NHL franchise.  The Globe and
Mail reported in early August that Balsillie's bid was included in
the auction in light of the fact that bids by Jerry Reinsdorf and
Ice Edge Holdings LLC, which both contemplate on keeping the team
in Arizona, have yet to be finalized.  Globe and Mail also pointed
out that Judge Baum, in his decision to include Mr. Balsille's
bid, noted that lawyers for largest creditor, computer tycoon
Michael Dell, wanted Mr. Balsille's bid included since it was the
only one that offered to settle its $80 million debt in cash and
in full.

Judge Baum previously approved a two-phase auction for Coyotes
Hockey's main asset.  Under the rules, an auction for bids that
would keep the team in Glendale, Arizona was scheduled for August
5.  If bids were unsatisfactory, an auction that would accept
relocation bids will be held September 10.  The original auction
rules preferred local bids after the NHL had argued that
transferring the team without its consent would be illegal.

                        About Coyotes Hockey

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.

Jim Balsillie, Research in Motion Ltd.'s co-chief executive
officer, offered to buy the Phoenix Coyotes for $212 million and
move the NHL team to Hamilton, Ontario, and the League balked at
the relocation proposal.  Mr. Balsillie was unsuccessful in 2007
when he attempted to buy and relocate the Nashville Predators, and
lost a similar bid in 2006 to buy and relocate the Pittsburgh
Penguins.


COYOTES HOCKEY: To Go on One-Week Vacation Prior to Bids Hearing
----------------------------------------------------------------
David Shoalts at The Globe and Mail reports that the Hon. Redfield
T. Baum of the U.S. Bankruptcy Court for the District of Arizona
said that he would take leave for a week-long vacation before he
decides if Jim Balsillie will be allowed to bid for Phoenix
Coyotes.

According to The Globe and Mail, Judge Baum said that he wants all
documents leading up to the September 2 hearing filed by Tuesday
morning, "because I am getting on a plane that day.  It is a long
flight and I can read them on the flight.  So woe betide anyone
who does not file [by then]."  Anthony Perez at Phoenix Coyotes
Examiner relates that the September 2 hearing is aimed at deciding
whether Mr. Balsillie will be allowed to participate in the
September 10 auction.

The Globe and Mail says that the National Hockey League,
Mr. Balsillie's lawyers, and Jerry Moyes' owner filed documents to
the court on August 20, giving Judge Baum enough reading material
to last for his entire vacation, but failed to come to agree on
the two issues in the latest hearing -- the attendance of
Mr. Balsillie's chief legal strategist, Richard Rodier, at
depositions and the production of documents by Messrs. Balsillie
and Moyes.  The report states that the parties managed to reach a
partial agreement that will see Mr. Rodier attend the deposition
of NHL commissioner Gary Bettman and the grilling of deputy
commissioner Bill Daly.  NHL, according to the report, refused a
request for Mr. Rodier to attend the questioning of Mr. Balsillie
this week, so the decision will be up to Judge Baum.

The Globe and Mail relates that Judge Baum will have to decide
which e-mail messages and other documents between Messrs. Rodier,
Basillie, Moyes and their various lawyers have to be submitted to
NHL.

Daryl Jones, one of the leaders of Ice Edge Holdings LLC, said
that he believes that the group will meet Tuesday's deadline for
NHL-approved bids to be filed with the court, according to The
Globe and Mail.  Ice Edge, The Globe and Mail states, said that it
will offer $150 million for Phoenix Coyotes.

Phoenix Coyotes Examiner relates that the NHL filed a motion with
the Court asking for control of Phoenix Coyotes.  The report says
that Deputy Commissioner Bill Daly will manage Phoenix Coyotes'
business affairs while a bankruptcy trustee will replace Mr. Moyes
if NHL's motion is successful.

According to Phoenix Coyotes Examiner, Mr. Balsillie's legal team
submitted paperwork to the court, taking aim at NHL's ruling that
he isn't of "good character and integrity."  The Toronto Star
relates that Mr. Balsillie said that "the NHL has long tolerated
indicted and even convicted criminals amongst its ranks".

Mr. Balsillie "now appears to be a desperate man willing to say or
do anything to buy an NHL franchise," Paul Hunter at The Star
reports, citing Ottawa Senators owner and former CEO of Biovail
Eugene Melnyk, who is upset that his issues with Ontario and U.S.
securities commissions were included in a Balsillie court filing
intended to point out that not all current NHL owners are of the
upstanding character that the league claims is lacking in
Mr. Balsillie.  "But as I've watched his conduct with and towards
the league and other owners, I clearly believe the sport of hockey
is better off without him," the report quoted Mr. Melnyk as
saying.

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.

Jim Balsillie, Research in Motion Ltd.'s co-chief executive
officer, offered to buy the Phoenix Coyotes for $212 million and
move the NHL team to Hamilton, Ontario, and the League balked at
the relocation proposal.  Mr. Balsillie was unsuccessful in 2007
when he attempted to buy and relocate the Nashville Predators, and
lost a similar bid in 2006 to buy and relocate the Pittsburgh
Penguins.


CREATIVE LOAFING: Two Bidders to Vie for Six Newspapers
-------------------------------------------------------
Mara Shalhoup at Inside CL reports that Creative Loafing
Management, LLC -- a team led by Creative Loafing Inc. CEO Ben
Eason -- and Atalaya Capital Management, the New York hedge fund
to whom Mr. Eason owes $30 million, will bid for Creative
Loafing's six newspapers in this week's equity auction.

Creative Loafing and its debtor-affiliates filed documents
comprising the respective bid packages received from Atalaya and
Creative Loafing Management which are the only bidders identified
as Qualified Bidders pursuant to the Bidding Procedures Order,
court documents say.

According to Inside CL, the submission of the bids ended on
August 20.  Inside CL said that the auction is set for August 25.

Atalaya will present the opening bid of $2.2 million, court
documents say.  Inside CL relates that if Mr. Eason prevails, he
will have to pay Atalaya at least $12 million in the form of a
promissory note.

Headquartered in Tampa, Florida, Creative Loafing, Inc. --
http://www.creativeloafing.com/-- publishes newspapers and
magazines.  The Company and eight of its affiliates filed for
Chapter 11 protection on September 29, 2008 (Bankr. M.D. Fla. Lead
Case No. 08-14939).  Chad S. Bowen, Esq., and David S. Jennis,
Esq., Jennis & Bowen, P.L., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$10 million and $50 million each.


CRYOPORT INC: Swings to $363,276 Net Income for June 30 Quarter
---------------------------------------------------------------
CryoPort, Inc., filed its June 30, 2009 quarterly report on Form
10-Q with the Securities and Exchange Commission on August 19,
five days after stating it would delay the filing of the 10-Q
report.  The Company had said due to the recent transition of the
Chief Financial Officer position, the Company required additional
time to complete its financial statements.

The Company reported net income of $363,276 for the three months
ended June 30, 2009, from a net loss of $8,222,481 for the same
period a year ago.

During the three months ended June 30, 2009, the Company generated
$13,703 from reusable shipper sales compared to revenues of
$13,424 for the three month period ended June 30, 2008, an
increase of $279 (2%).  The low revenues in both years was
primarily due to the Company's shift initiated in mid-2006 in its
sales and marketing focus from the reusable shipper product line.
The Company discontinued sales of the reusable shippers to allow
resources to focus on further development and launch of the
CryoPort Express(TM) System and its introduction into the
biopharmaceutical industry sector during fiscal 2009, which
resulted in the slight increase in sales year over year.  The slow
increase in product sales was the also the result of delays in the
Company securing adequate funding for the manufacturing and full
commercialization of the CryoPort Express(TM).

As of June 30, 2009, the Company had $1,876,237 in total assets
and $18,474,572 in total liabilities, resulting in stockholders'
deficit of $16,598,335.

A full-text copy of the Company's financial report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42ab

                        Going Concern Doubt

The Company said the consolidated financial statements have been
prepared in conformity with GAAP, which contemplates continuation
of the Company as a going concern.  The Company noted it has not
generated significant revenues from operations and has no
assurance of any future revenues.  The Company generated revenues
from operations of $35,124, incurred a net loss of $16,705,151 and
used cash of $2,586,470 in its operating activities during the
year ended March 31, 2009.  The Company generated revenues from
operations of $13,703, had net income of $363,276, which included
a gain on the change in fair value of the derivative liabilities
of $3,134,298, and used cash of $505,960 in its operating
activities during the three months ended June 30, 2009.  In
addition, the Company had a working capital deficit of
$15,556,522, and has cash and cash equivalents of $556,922 at June
30, 2009.  The Company's working capital deficit at June 30, 2009
included $13,664,537 of derivative liabilities, the balance of
which represented the fair value of warrants and embedded
conversion features related to the Company's convertible
debentures which were reclassified from equity during the quarter.

Currently management has projected that cash on hand, including
cash borrowed under the convertible debentures issued in the first
and second quarter of fiscal 2010, will be sufficient to allow the
Company to continue its operations only into the third quarter of
fiscal 2010 until more significant funding can be secured.  The
Company said these matters raise substantial doubt about its
ability to continue as a going concern.

Through August 6, 2009, the Company had raised proceeds of
$1,176,500 under the Private Placement Debentures and proceeds of
$711,600 from the exercise of warrants.  As a result of the recent
financings, the Company had an aggregate cash and cash equivalents
and restricted cash balance of roughly $1,089,000 as of August 10,
2009 which will be used to fund the working capital required for
minimal operations including limited inventory build as well as
limited sales efforts to advance the Company's commercialization
of the CryoPort Express(TM) Shippers until additional capital is
obtained.  The Company's management recognizes that the Company
must obtain additional capital for the achievement of sustained
profitable operations.  Management's plans include obtaining
additional capital through equity and debt funding sources;
however, no assurance can be given that additional capital, if
needed, will be available when required or upon terms acceptable
to the Company or that the Company will be successful in its
efforts to negotiate extension of its existing debt.

KMJ Corbin & Company LLP raised substantial doubt about CryoPort,
Inc.'s ability to continue as a going concern after it audited the
Company's financial statements for the year ended March 31, 2009,
and 2008.  The auditor pointed to the Company's recurring losses
and negative cash flows from operations since inception.

                        About Cryoport Inc.

Headquartered in Lake Forest, Calif., CryoPort Inc. (OTCBB: CYRX)
-- http://www.cryoport.com/-- develops proprietary, technology-
driven shipping and storage products for use in the rapidly
growing global biotechnology and biopharmaceutical cold chain.
The products developed by CryoPort are essential components of the
infrastructure required for the testing, research and end user
delivery of temperature-sensitive medicines and biomaterials in an
increasingly complex logistical environment.


DANA HOLDING: Bank Debt Trades at 26% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Dana Holding
Corporation is a borrower traded in the secondary market at 73.93
cents-on-the-dollar during the week ended Friday, Aug. 21, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.36
percentage points from the previous week, The Journal relates.
The loan matures on Jan. 31, 2015.  The Company pays 375 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa1 rating and Standard & Poor's B rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 21,
among the 147 loans with five or more bids.

Based in Toledo, Ohio, Dana Holding Corporation  --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Dana has facilities in China
in the Asia-Pacific, Argentina in the Latin-American regions and
Italy in Europe.

Dana Corp., together with affiliates, affiliates filed for Chapter
11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-
10354).  Attorneys at Jones Day represented the Debtors.  It
emerged from bankruptcy Jan. 31, 2008, and the reorganized entity
was named Dana Holding Corporation.

As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service lowered the Corporate Family Rating of
Dana Holding Corporation to Caa2, raised the Probability of
Default Rating to Caa1, and adjusted the ratings of certain debt
instruments.  According to Moody's, the positioning of Dana's PDR
at Caa1 reflects ongoing pressures the company faces from the
continued erosion in the global automotive and commercial vehicle
markets.


DAVID YOUNG: Court Blocks Improper Use of Corporate Assets
----------------------------------------------------------
WestLaw reports that while creditors of individual Chapter 11
debtors' dissolved corporation had not objected to their improper
use of corporate assets as if they belonged to the debtors
individually, in an attempt to carry out the former corporate
business as a reorganized sole proprietorship, and to pay
corporate creditors, along with the debtors' personal creditors,
out of income generated by this business, neither corporate
creditors' acquiescence nor United States Trustee's delay in
moving to dismiss the case, after debtors had successfully
negotiated at least preliminary agreements with secured creditors
relating to adequate protection and use of collateral and cash
collateral, permitted the court to ignore debtors' improper use of
corporate assets to rehabilitate both their personal affairs and
the business of the dissolved corporation.  The corporate assets
were not property of the debtors' estate.  In re Young, --- B.R. -
---, 2009 WL 2216596 (Bankr. D. Idaho) (Myers, C.J.).

David Victor Young and Tauna Marie Young owned 100% of EquipRent,
Inc., an equipment rental business incorporated in Idaho in 2005.
Following the economic downturn in commercial and residential
construction 2007 and 2008, Mr. Young dissolved EquipRent on
December 30, 2008.  Following the corporate dissolution, Mr. Young
continued the equipment rental business as a sole proprietorship
and continued to use more than $1 million of the dissolved
corporation's assets.  Mr. and Mrs. Young sought protection from
their creditors under Chapter 11 (Bankr. D. Idaho Case No. 09-
00174) on Jan. 26, 2009.  Represented by D. Blair Clark, Esq., in
Boise, the Debtors disclosed approximately $1.1 million in assets
and $1.9 million in liabilities in their Schedules of Assets and
Liabilities, and filed a Chapter 11 plan on June 4, 2009, that
proposed using the dissolved corporation's assets to pay Mr. and
Mrs. Young's personal debts.  At the request of the U.S. Trustee's
office, the Honorable Terry L. Myers dismissed the Chapter 11 case
in late-July, 2009.


DBSI INC: To Be Taken Over by Chapter 11 Trustee
------------------------------------------------
DBSI Inc. withdrew its opposition, and consented, to a motion by
the U.S. Trustee for the appointment of a Chapter 11 trustee,
effective Aug. 31, Bloomberg's Bill Rochelle reported.  The U.S.
Trustee sought a Chapter 11 trustee to take over DBSI's business
and manage its case.

DBSI already is being investigated by Joshua Hochberg, the case
examiner, on allegations that the Company defrauded investors out
of $500 million.  Mr. Hochberg said in his in interim report that
the Debtors had common ownership of, exercise control over, and
engaged in complex financial transactions with non-debtor related
companies.  Mr. Hochberg's preliminary conclusions also said that
"highly questionable" internal valuations and appraisals were used
to support loans from the bond and note programs sponsored by
DBSI.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.

On November 10, 2008, and other subsequent dates, DBSI and 180 of
its affiliates filed for Chapter 11 protection (Bankr. D. Del.
Lead Case No. 08-12687).  Lawyers at Young Conaway Stargatt &
Taylor LLP represent the Debtors as counsel.  The Official
Committee of Unsecured Creditors tapped Greenberg Traurig, LLP, as
its bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
Debtors' notice claims and balloting agent.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million and $500 million.

Joshua Hochberg, a former head of the Justice Department fraud
unit, has been named examiner to investigate allegations of fraud
by the Debtors and their management.  The state of Idaho had
accused DBSI of engaging in a Ponzi scheme and defrauding
thousands of investors out of millions of dollars through the sale
of unregistered securities.


DEBT RELIEF: Texas Attorney Gen. Wants to Recover $4.6 Million
--------------------------------------------------------------
Dallas Business Journal reports that Texas Attorney General Greg
Abbott has filed a lawsuit against Debt Relief USA Inc., seeking
to recover $4.6 million to pay restitution to former clients who
claim that they were financially hurt by the Company's debt
negotiation practices.

Debt Relief USA took money from consumers who were in debt and
promised to reach better terms with their creditors, resulting in
more than 2,500 financially distressed consumers not receiving the
debt relief promised, Business Journal states, citing Mr. Abbott's
office.

Mr. Abbott said in a statement that Debt Relief assessed an
administration fee of 8% of each client's total debt, as well as
monthly "maintenance fees" of up to $40.  Business Journal relates
that if Debt Relief then charged a "negotiation fee" of 13% of the
amount of debt saved if the Company successfully settled a debt.

Mr. Abbott, according to Business Journal, claimed that Debt
Relief took "set-aside" funds from clients, which isn't in
compliance with the Office of Consumer Credit.

Mr. Abbott alleged that Debt Relief often didn't contact creditors
on their clients' behalf and this caused consumers who put off
making payments under the Company's advice into a situation where
their credit dropped significantly and a negotiated settlement
with creditors was never reached, The AP reports.  Mr. Abbott said
in court documents that Debt Relief failed to register its debt
management services as required by the Texas Finance Code.

Mr. Abbott's office said that it successfully had Debt Relief's
Chapter 11 reorganization case converted to Chapter 7 liquidation,
Business Journal states.

Debt Relief USA Inc. -- http://www.drusabankruptcy.com -- is an
Addison debt settlement Company.

Debt Relief USA Inc. filed in June 2009 for Chapter 11 bankruptcy
protection, listing $4.65 million in assets and $5 million in
liabilities.


DEL MONTE: Moody's Changes Outlook to Positive, Keeps 'Ba3' Rating
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Del Monte
Corporation to positive from stable based on the continued ability
of the company to grow its well-established food brands and to
maintain profit margins.  Del Monte's financial policy of debt
reduction has also contributed to improved credit metrics.
Consequently lower levels of senior secured debt resulted in an
upgrade of those instruments in accordance with Moody's loss given
default methodology.  Moody's affirmed the company's other long-
term ratings, including its Ba3 corporate family and probability
of default ratings.  Del Monte's speculative grade liquidity
rating was lowered to SGL-3 from SGL-2.

Ratings upgraded and certain LGD percentages revised:

* Senior secured revolving credit agreement, Term Loan A and Term
  Loan B to Ba1 (LGD2, 25%) from Ba2 (LGD2, 28%)

Ratings affirmed, and certain LGD assessments adjusted:

* Corporate family rating at Ba3

* Probability of default rating at Ba3

* $250 million 6.75% senior subordinated notes due 2015 at B1
  (LGD5); lgd % to 79% from 80%

* $450 million 8.625% senior subordinated notes due 2012 at B1
  (LGD5); lgd % to 79% from 80%

Rating lowered:

* Speculative grade liquidity rating to SGL-3 from SGL-2

The change in outlook to positive incorporates Moody's expectation
that internal cash flow generation will remain robust as the
company's significant market positions, marketing investment and
new product introductions will allow it to pass along price
increases to offset any future cost pressures.  These attributes
will also allow Del Monte to sustain the price increases taken in
fiscal 2009.  Margins have also been enhanced by efficiency and
cost cutting initiatives.  Further improvement in credit metrics
is likely, given the company's financial policy that targets debt
reduction.  Reported debt balances fell approximately $443 million
since the acquisitions of Meow Mix and Milk-Bone in fiscal 2007.
Much of this decrease was funded with the proceeds from the sale
of StarKist in October 2008.  The company's stated guideline for
ideal unadjusted debt to EBITDA has become more conservative, down
from a range of 3x to 3.5x to a range of 2x to 3x.

The upgrade in the ratings of Del Monte's senior secured debt
instruments reflects the fact that there is a smaller amount of
this senior debt in the capital structure.

Del Monte's liquidity profile is fundamentally sound.  The
lowering of its speculative grade liquidity rating to SGL-3 from
SGL-2 reflects Moody's expectation that covenant cushion will be
tight in the latter half of calendar year 2010 when mandatory debt
payments, included in the fixed charge coverage ratio, start to
get larger.  Del Monte's speculative grade liquidity rating of
SGL-3 incorporates Moody's belief that free cash flow generation
over the next twelve months will be sufficient to fund working
capital, maintenance capital expenditures, shareholder enhancement
and scheduled debt payments.  The company may need to draw under
its $450 million revolving credit agreement due February 2011,
nonetheless, to cover seasonal needs.  The current portion of long
term debt at May 3, 2009, was modest at a manageable
$32.3 million, although scheduled maturities of long term debt
will increase to $331.3 million in fiscal year ending April 2011.
Alternative sources of liquidity are limited since all assets are
encumbered.

Headquartered in San Francisco, California, Del Monte Corporation
is one of the largest producers, distributors and marketers of
premium quality branded food and pet products for the U.S. retail
market.  Net sales for the fiscal year ended May 3, 2009,
excluding sales of StarKist, were approximately $3.6 billion.


DEVELOPERS DIVERSIFIED: To Repurchase Notes at Dutch Auction
------------------------------------------------------------
Developers Diversified Realty has commenced three separate offers
to purchase for cash these series of Notes for an aggregate
consideration of $200 million for the maximum aggregate principal
amount of its:

     (1) 5% Notes due 2010 and 4.625% Notes due 2010 available
         for $70,000,000 (excluding accrued interest and subject
         to increase);

     (2) 5.25% Notes due 2011 and 5.375% Notes due 2012 available
         for $90,000,000 (excluding accrued interest and subject
         to increase); and

     (3) 5.50% Notes due 2015 and 7.50% Notes due 2018 available
         for $40,000,000;

In each of the offers to purchase, the price will be determined in
accordance with a modified Dutch auction procedure on the terms
and conditions set forth in the Offer to Purchase, dated
August 13, 2009.

The Company expects to purchase the Notes in the tender offers
using cash on hand and available borrowings under its revolving
credit facilities, as well as proceeds from assets sales and cash
flow retained from operations.

Each series of Notes and other information relating to the Tender
Offers are:

                                                   Total
                                                   Consider-
                                         Early     ation
                           Outstanding   Particip  (Acceptable
                           Principal     -ation    Bid Price
   Notes        CUSIP No.  Amount        Payment   Range)(1)(2)
   -----        ---------  ------------  --------  ------------
2010 Notes      251591AL7  $193,574,000     $40     $960 - $990
  5% Notes
  due 2010

  4.625% Notes
  due 2010      251591AG8  $259,776,000     $40     $950 - $980

2011 and
2012 Notes
  5.25% Notes
  due 2011      251591AK9  $185,169,000     $40     $940 - $980

  5.375% Notes
  due 2012      251591AN3  $346,575,000     $40     $900 - $940

2015 and
2018 Notes
  5.50% Notes
  due 2015      251591AM5  $200,000,000     $40     $800 - $840

  7.50% Notes
  due 2018      25159NAW5  $100,000,000     $40     $830 - $870

     (1) Per $1,000 principal amount of Notes that are accepted
         for purchase.

     (2) Includes the Early Participation Payment. The price at
         the low end of the range constitutes the "Base Price" for
         each series of Notes.

Holders who validly tender -- and do not validly withdraw -- Notes
pursuant to a Tender Offer at or prior to 5:00 P.M., New York City
time, on August 27, 2009, will receive the applicable "Total
Consideration," including an early participation payment of $40
per $1,000 principal amount of Notes tendered in such Tender
Offer.  Holders who validly tender (and do not validly withdraw)
Notes after the Early Participation Deadline will not be eligible
to receive the Early Participation Payment.

Each Tender Offer is scheduled to expire at midnight, New York
City time, on September 11, 2009.  Tendered Notes may be withdrawn
at any time at or prior to 5:00 P.M., New York City time, on
August 27, 2009, but not thereafter.  Holders of Notes who tender
their Notes after the Withdrawal Deadline for such Tender Offer,
but at or prior to the Expiration Time for such Tender Offer, may
not withdraw the Notes tendered pursuant to that Tender Offer.

The Total Consideration for each $1,000 principal amount of each
series of Notes validly tendered (and not validly withdrawn) at or
prior to the applicable Early Participation Deadline and accepted
for purchase by the Company will be equal to the sum of: (1) the
"Base Price" for that series of Notes and (2) the applicable
Clearing Premium, which Clearing Premium will be determined for
each Tender Offer pursuant to an independent modified Dutch
Auction by consideration of the "bid price" specified by each
holder that tenders Notes pursuant to such Tender Offer.  The bid
price for tendered Notes represents the minimum consideration a
holder is willing to receive for those Notes and must fall within
the acceptable bid price range.

The Tender Offer Consideration for each $1,000 principal amount of
each series of Notes validly tendered (and not validly withdrawn)
after the applicable Early Participation Deadline and at or prior
to the applicable Expiration Time and accepted for purchase by us
will consist of the Total Consideration for that series of Notes
less the Early Participation Payment.

The Clearing Premium for a Tender Offer will be the lowest single
premium at which the Company will be able to spend the applicable
maximum payment amount for each Tender Offer by accepting all
Notes validly tendered (and not validly withdrawn) with bid
premiums (the amount by which each bid price exceeds the
applicable Base Price) equal to or lower than the Clearing
Premium.  If the aggregate amount of Notes validly tendered (and
not validly withdrawn) at or below the Clearing Premium would
cause the Company to spend more than the applicable maximum
payment amount for each Tender Offer, then holders of the Notes
tendered at the Clearing Premium will be subject to proration as
described in the Offer to Purchase.

The Company will pay accrued and unpaid interest on all Notes
tendered and accepted for payment in the Tender Offers from the
last interest payment date to, but not including, the date on
which the Notes are purchased by the Company pursuant to the
applicable Tender Offer.

The Tender Offers are conditioned upon the satisfaction or waiver
of certain conditions as described in the Offer to Purchase.

The Company has retained Goldman, Sachs & Co. to act as the dealer
manager for the Tender Offers and has retained Global Bondholder
Services Corporation to act as the information agent and
depositary for the Tender Offers.  Questions regarding the Tender
Offers should be directed to Goldman, Sachs & Co. at (800) 828-
3182 (toll-free) or (212) 902-5183 (collect).  Requests for
documentation relating to the Tender Offers should be directed to
Global Bondholder Services Corporation at (866) 952-2200 (toll-
free) or (212) 430-3774 (banks and brokers only).

Developers Diversified Realty -- http://www.ddr.com/-- as of June
30, 2009 owned and managed roughly 690 retail operating and
development properties in 45 states, plus Puerto Rico, Brazil and
Canada totaling roughly 151 million square feet.  The Company is a
self-administered and self-managed real estate investment trust
operating as a fully integrated real estate company which
acquires, develops and leases shopping centers.


DEX MEDIA: Bank Debt Trades at 14% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 85.20 cents-on-
the-dollar during the week ended Friday, Aug. 21, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.05 percentage points
from the previous week, The Journal relates.  The loan matures on
Oct. 22, 2014.  The Company pays 400 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating on
the bank debt while Standard & Poor's has assigned a default
rating on the bank debt.  The debt is one of the biggest gainers
and losers among widely quoted syndicated loans in secondary
trading in the week ended Aug. 21, among the 147 loans with five
or more bids.

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly-owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly-owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC and Dex Media West LLC, filed for Chapter 11 protection
on May 28, 2009 (Bank. D. Del. Case No. 09-11833 through 09-
11852), after missing a $55 million interest payment on its senior
unsecured notes due April 15.  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and
Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, Illinois
represent the Debtors in their restructuring efforts.  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the
Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
is claims and noticing agent.

As of March 31, 2009, R.H. Donnelley and its affiliates had
$929,829,000 in total assets and $1,023,526,000 in total
liabilities, resulting in $93,697,000 in total shareholders'
deficit.

Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of R.H. Donnelley Corp. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-700


DRAGON PHARMACEUTICAL: Has $2.05MM Q2 Net Profit for June 30 Qtr
----------------------------------------------------------------
Dragon Pharmaceutical Inc. reported financial results for the
second quarter ended June 30, 2009, achieving earnings per share
of $0.03 for the quarter and $0.05 for the first half of the year.

Financial Highlights for the Second Quarter of 2009:

     -- Total sales were $40.14 million compared to $44.15 million
        for the same period of 2008:

        * Penicillin Division's sales increased to $15.01 million
          from $13.04 million; and

        * Cephalosporin Division's sales decreased to $25.13
          million from $31.11 million;

     -- Gross profit was $6.84 million compared to $7.73 million
        for the same period of 2008;

     -- Total operating expenses decreased to $2.87 million from
        $3.56 million for the same period of 2008;

     -- Net profit was $2.05 million compared to $2.92 million for
        the same period of 2008;

     -- Basic and diluted earnings per share were $0.03 compared
        to $0.04 for the same period of 2008

On a sequential quarter basis, the Company's sales and net profit
grew by 9% and 42% respectively in the quarter.  The decrease
compared to the same quarter of 2008 was mainly due to the higher
sales in the second quarter of 2008 as the Company's customers
purchased more products in anticipation of the Beijing Olympics
and the Company's overhaul of certain production facilities in
August 2008.

Financial Highlights for the Six Months Ended June 30, 2009:

     -- Total sales were $77.10 million compared to $80.02 million
        for the same period of 2008:

        * Penicillin Division's sales increased to $27.56 million
          from $25.18 million; and

        * Cephalosporin Division's sales decreased to
          $49.54 million from $54.84 million;

     -- Gross profit was $13.26 million compared to $13.89 million
        for the same period of 2008;

     -- Total operating expenses decreased to $6.26 million from
        $7.16 million for the same period of 2008;

     -- Net income was $3.50 million compared to $4.88 million for
        the same period of 2008;

     -- Basic and diluted earnings per share were $0.05 compared
        to $0.07 for the same period of 2008.

As of June 30, 2009, the Company had $150.5 million in total
assets and $89.6 million in total liabilities.

The Company said the unaudited interim consolidated financial
statements contemplate continuation of the Company as a going
concern.  The Company has a working capital deficiency of
$36.6 million as at June 30, 2009.  However, the Company has
developed and is implementing a plan to decrease its debt and
increase its working capital which will allow the Company to
continue operations.

The Company plans to seek additional equity through the conversion
of some of its liabilities and expects to raise funds through
private placements to support existing operations and expand the
range and scope of its business.  The Company has also
significantly increased production levels which is expected to
generate additional cash flow.  In addition, the Company intends
to continue to renegotiate and extend loans, as required, when
they become due, as has been done in the past.

"There is no assurance that additional funds will be available for
the Company on acceptable terms, if at all, or that the Company
will be able to renegotiate and extend the loans.  If adequate
funds are not available or not available on acceptable terms or
the Company is unable to renegotiate or extend its loans, the
Company may be required to scale back or abandon some activities.
Management believes that actions presently taken provide the
opportunity for the Company to continue as a going concern.  The
Company's ability to achieve these objectives cannot be determined
at this time.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern," the Company
said in its Form 10-Q report with the U.S. Securities and Exchange
Commission.

A full-text copy of the Company's financial report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42ac

"The solid sequential growth in the quarter demonstrated the
strengths of our business," said Dragon Pharma's Chairman and CEO,
Yanlin Han in a news statement.  "Despite the difficult economic
climate, we benefited from our long-term and closely tied
relationships with CMOs and substantially increased international
sales.  Our strategy to establish vertically integrated production
lines from upstream to downstream solidified our leadership
position in the Chinese market."

"The recently announced health care reform plan underpins future
market growth for antibiotic drugs in China.  While the Chinese
government is still finalizing all aspects of its implementation
plan, creating temporary uncertainty in the market demand, we
expect substantial and sustained growth as soon as many Chinese
consumers, in particular the 600 million people who will start
benefiting from heath care coverage for the first time, start
buying or expand their use of basic drugs.  To take advantage of
this opportunity, we are considering taking new initiatives to
expand production capacity as we have been operating at maximum
capacity."

                    About Dragon Pharmaceutical

Dragon Pharmaceutical Inc. (TSX: DDD; OTCBB: DRUG; BBSE: DRP) --
http://www.dragonpharma.com/-- incorporated in Florida and
headquartered in Vancouver, Canada, manufactures and distributes a
broad line of antibiotic products including Clavulanic Acid and 7-
ACA, a key intermediate to produce cephalosporin antibiotics and
formulated drugs.  Dragon Pharma is the third largest 7-ACA
producer and the dominant manufacturer and market leader of
Clavulanic Acid products in China.  Dragon Pharma utilizes its
nationwide sales distribution network, close customer
relationships, understanding of local markets and customer needs
and low cost structure to outperform its international and
domestic peers.  With an annual capacity of 780 tons, Dragon
Pharma is the largest exporter of 7-ACA in China.


DUSTY SMITH: Defaults $130MM Loan; Foreclosure Auction on Tuesday
-----------------------------------------------------------------
Dusty Smith and Joe Eaton at The Center for Public Integrity
report that Greenvest LC has defaulted on a $130 million loan,
putting 4,123 acres, 75% of its Loudoun holdings, into a
foreclosure auction set for Tuesday.

According to Public Integrity, lawyers familiar with the matter
said that Greenvest LC could still block the foreclosure and
auction by declaring bankruptcy before the scheduled sale.

It is unlikely that any bidder will cover the lender iStar
Financial's minimum price if the foreclosure auction occurs as
scheduled, Public Integrity relates, citing people familiar with
the matter.  That would leave the property in the control of iStar
Financial, which likely would then enter into private talks with
developers or the county, which previously expressed interest in a
portion of the land for schools, Public Integrity notes.

Public Integrity relates that Greenvest failed to rezone its 4,123
acres of land to permit construction of 15,000 homes in four
separate communities.   The Board of Supervisors blocked the
Loudoun County Schools' proposed $20 million purchase of 100 acres
of Greenvest land in 2008.  Greenvest probably lost the land
because it was unable to force through zoning changes that would
have made building profitable, the report says, citing Colin
Stiles, K. Hovnanian Homes senior land acquisition analyst.

Public Integrity states that iStar Financial hired William
Casterline, the Blankingship & Keith attorney to supervise the
auction.

iStar Financial will probably end up owning the property at the
end of the auction and then the bank can try to negotiate with
developers for a fair price, Public Integrity reports, citing
developer Leonard S. Mitchel.

Greenvest LC is the largest private landowner in Loudoun County,
Virginia.


E*TRADE FIN'L: Stockholders OK $1.7BB Exchange-Related Proposals
----------------------------------------------------------------
E*TRADE Financial Corporation on August 19, 2009, held a special
meeting of its stockholders at which the stockholders voted on
certain proposals in connection with the Company's debt exchange
offer.

At the Special Meeting, the Company's stockholders approved (1)
the amendment to the Company's Certificate of Incorporation
increasing the authorized shares of its common stock to 4 billion,
(2) the issuance of the consideration offered to holders of notes
in the Debt Exchange and (3) the potential issuance of shares of
common stock or securities convertible or exchangeable into or
exercisable for, common stock in connection with future debt
exchange transactions in an amount up to 365 million shares.
Stockholder approval of proposals (1) and (2) was a condition for
the completion of the Debt Exchange.

E*TRADE amended its Certificate of Incorporation by filing a
Certificate of Amendment of its Certificate of Incorporation to
increase the number of its authorized common stock from
1,200,000,000 to 4,000,000,000 -- and, correspondingly, increase
the total number of authorized shares of capital stock from
1,201,000,000 to 4,001,000,000.

The Company's debt exchange offer expires August 29 at 12:00
midnight, New York City time.  The Company anticipates that the
debt exchange will close on August 24, subject to the satisfaction
of customary closing conditions.  In addition, stockholders passed
a non-binding resolution at the Special Meeting advising the
Company to terminate its Stockholder Rights Plan.

Holders of shares comprising a quorum of the Company's
stockholders were present or represented by proxy at the meeting.

"We are pleased with [the] Stockholder vote, which allows us to
proceed with the exchange of $1.7 billion of debt, thereby
enhancing the Parent company's liquidity and substantially
reducing its debt service burden," said Donald H. Layton, Chairman
and CEO, E*TRADE.  "Overall we are thrilled with the results of
our capital plan, which has strengthened our financial health,
positioning the company toward long-term growth and profitability.
We are now well positioned to seize the opportunities that we see
for our online brokerage franchise."

The Company posted a net loss of $143.2 million for the three
months ended June 30, 2009, from a net loss of $94.5 million for
the same period a year ago.  The Company posted a net loss of
$375.9 million for the six months ended June 30, 2009, from a net
loss of $185.7 million for the same period a year ago.

As of June 30, 2009, the Company had $47.9 billion in total assets
and $44.9 in total liabilities.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?4120

                      About E*TRADE FINANCIAL

The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides
financial services including trading, investing and related
banking products and services to retail investors.  Securities
products and services are offered by E*TRADE Securities LLC
(Member FINRA/SIPC).  Bank products and services are offered by
E*TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                          *     *     *

The Company's current senior debt ratings are Caa3 by Moody's
Investor Service, CC/CCC-(3) by Standard & Poor's and B (high) by
Dominion Bond Rating Service.  The Company's long-term deposit
ratings are Ba3 by Moody's Investor Service, CCC+ (developing) by
Standard & Poor's and BB by DBRS.


E*TRADE FIN'L: $1.7BB of Zero Coupon Debentures to be Exchanged
---------------------------------------------------------------
E*TRADE FINANCIAL Corporation on Thursday unveiled results of its
debt exchange offer to exchange newly issued zero coupon
Convertible Debentures due 2019 for all of its 8% Senior Notes due
2011 and a portion of its 12.5% Springing Lien Notes due 2017.

The Company said more than $1.7 billion of zero coupon Convertible
Debentures due 2019 will be exchanged for interest bearing debt.

The Debentures issued in exchange for any Notes tendered during
the period that ended at midnight, New York City time, on July 1,
2009, will be Class A Debentures, which have a conversion price of
$1.0340 per share, and the Debentures issued in exchange for any
Notes tendered after the Early Tender Period and before the
expiration of the Exchange Offer will be Class B Debentures, which
will have a conversion price of $1.5510 per share.  The Class A
Debentures and Class B Debentures will be identical in all other
respects.

The offer to exchange 2017 Notes was oversubscribed during the
Early Tender Period and, as such, acceptance of 2017 Notes
tendered during that period was prorated and no 2017 Notes were
accepted for exchange after July 1, 2009.  The Exchange Offer
expired at midnight New York City time on August 19.

The results of the Exchange Offer are:

                                Notes Tendered  Notes Accepted
                                --------------  --------------
     Early Tender Period
          2011 Notes              $429,616,000    $429,616,000
          2017 Notes            $1,407,178,248  $1,310,000,000

     Post-Early Tender Period
          2011 Notes                $2,255,000      $2,255,000
          2017 Notes                        --              --

The results with respect to 2011 Notes tendered after the Early
Tender Period represent the Company's preliminary calculations of
2011 Notes tendered, and are subject to change.  The Company
anticipates that the Exchange Offer will close on August 24, 2009.

                      About E*TRADE FINANCIAL

The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides
financial services including trading, investing and related
banking products and services to retail investors.  Securities
products and services are offered by E*TRADE Securities LLC
(Member FINRA/SIPC).  Bank products and services are offered by
E*TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                          *     *     *

The Company's current senior debt ratings are Caa3 by Moody's
Investor Service, CC/CCC-(3) by Standard & Poor's and B (high) by
Dominion Bond Rating Service.  The Company's long-term deposit
ratings are Ba3 by Moody's Investor Service, CCC+ (developing) by
Standard & Poor's and BB by DBRS.


EBANK, ATLANTA: Closed by OTC; Stearns Bank Assumes Deposits
------------------------------------------------------------
Ebank, Atlanta, Georgia, was closed August 21 by the Office of
Thrift Supervision, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Stearns
Bank, National Association, St. Cloud, Minnesota, to assume all of
the deposits of ebank.

The sole branch of ebank will reopen today, Monday, as a branch of
Stearns Bank, N.A. Depositors of ebank will automatically become
depositors of Stearns Bank, N.A.  Depositors will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship to retain their deposit insurance
coverage.  Customers should continue to use their existing
branches until Stearns Bank, N.A. can fully integrate the deposit
records of ebank.

As of July 10, 2009, ebank had total assets of $143 million and
total deposits of approximately $130 million.  In addition to
assuming all of the deposits of the failed bank, Stearns Bank,
N.A. agreed to purchase essentially all of the failed bank's
assets.

The FDIC and Stearns Bank, N.A. entered into a loss-share
transaction on approximately $111 million of ebank's assets.
Stearns Bank, N.A. will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector.  The agreement also is
expected to minimize disruptions for loan customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-866-934-8944.  Interested parties can also
visit the FDIC's Web site at:

   http://www.fdic.gov/bank/individual/failed/ebank.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $63 million.  Stearns Bank, N.A.'s acquisition of
all the deposits was the "least costly" resolution for the FDIC's
DIF compared to alternatives.  ebank is the 78th FDIC-insured
institution to fail in the nation this year, and the seventeenth
in Georgia.  The last FDIC-insured institution closed in the state
was Security Bank of Jones County, Gray, on July 24, 2009.


ECLIPSE AVIATION: Buyer to Reopen Plant September 1
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved Eclipse Aerospace's $40 million offer for Eclipse
Aviation.

As reported by the Troubled Company Reporter on August 19, 2009,
Eclipse Aerospace, with its $40 million offer was the "stalking
horse bidder" for Eclipse Aviation's assets.  A group that
includes former jet owners of Eclipse Aviation, through company
called Eclipse Aerospace, submitted a bid that would put the
aircraft manufacturing business of Eclipse Aviation back into
production.  The buyers include former jet owners of Eclipse
Aviation.  Eclipse Aerospace was the sole bidder on Eclipse's
assets when the deadline for bids came due on August 4.  The sale
of Eclipse Aviation to Eclipse Aerospace was scheduled to close on
August 20, Albuquerque Mayor Martin Chavez said.

Eclipse Aerospace chairperson and president Mason Holland Jr. said
that he expects Eclipse Aviation to reopen on September 1.  "The
old Eclipse was a great company.  They made a great product, but
the fatal flaw was they focused on growth first and profit second.
We're going to focus on profitability first and growth second,"
the report quoted Mr. Holland as saying.  Mr. Holland added that
the Company will employ 15 managers and key engineers, the report
states.

According to The AP, the new company will do business as Eclipse
Aviation but has no immediate plans to restart production of the
Eclipse 500 due to poor economy.

Albuquerque, New Mexico-based Eclipse Aviation Corporation --
http://www.eclipseaviation.com/-- makes six-passenger planes
powered by two Pratt & Whitney turbofan engines.  The Company and
Eclipse IRB Sunport, LLC filed separate petitions for Chapter 11
relief on Nov. 25, 2008 (Bankr. D. Delaware Lead Case No.
08-13031).  Daniel Guyder, Esq., John Kibler, Esq., and David C.
Frauman, Esq., at Allen & Overy LLP, represent the Debtors as
counsel.  Joseph M. Barry, Esq., and Donald J. Bowman, Esq., at
Young Conaway Stargatt & Taylor, LLP, represent the Debtors as
Delaware counsel.  Eclipse Aviation Corporation listed assets of
between $100 million and $500 million and debts of more than
$1 billion.

The Court has issued an order converting the case to Chapter 7
liquidation.


ELEMENT ALUMINUM: Can Initially Access DIP Loans from Holdings
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
authorized, on an interim basis, Element Aluminum, LLC, and Hayes
Tennessee Venture, LLC, to:

   -- obtain postpetition financing from ElementAL Holdings, LLC
      up to an aggregate outstanding amount of $534,000 in
      accordance with the terms of the budget; and

   -- grant adequate protection to its prepetition lenders.

A final hearing on the cash collateral motion will be held before
this Court on Aug. 26, 2009, at 9:30 a.m., at 111 South Highland
Ave., Courtroom No. 342, Jackson, Tennessee.  Objections, if any,
are due Aug. 24, 2009.

The Debtors relate that ElementAL, Associated Bank. N.A., Metal
Impact Corporation, the Internal Revenue Service and 1552140
Ontario, Inc., are the only parties asserting a lien or security
interest in property of the estates.

ElementAL asserts a repayment of all obligations under the
prepetition loan agreement which was secured by liens on and
security interests in all assets of the estates, and Hayes' real
property.  As of Element Aluminum's petition date, ElementAL is
owed $2,382,243.

Associated Bank, N.A., and Metal Impact Corporation assert
subordinate liens in the prepetition collateral.

The Debtors relate that ElementAL agreed to make loans or
advances.  The Debtors add that financing is not available from
other sources on equally favorable terms.

The loan bear interest at the per annum rate of the Prime Rate,
plus 6% but in no event will be less than 10.5%.

The DIP Credit Agreement provides for certain events of default
including but not limited to, default in the payment of any
interest on or principal of the Note when it becomes due and
payable, default in the performance, or breach, of any terms,
representations, warranties covenants or agreements of the
Debtors, or conversion of these cases to proceedings under
Chapter 7 of the Bankruptcy Code.

As adequate protection, the Debtors will provide ElementAL and
Associated with replacement liens.

The Debtors is also authorized to make adequate protection
payments to the IRS in the amount of $4,000 per month, payable on
the last day of each month until satisfaction of the asserted IRS
secured claim, commencing Aug. 31, 2009.

                   About Element Aluminum, LLC

Jackson, Tennessee-based Element Aluminum, LLC, operates an
Aluminum Fabricator business.  The Company and Hayes Tennessee
Venture, LLC filed for Chapter 11 on July 31, 2009 (Bankr. W. D.
Tenn. Case No. 09-13091 and 09-13098).  Baker, Donelson, Bearman,
Caldwell & Berkowitz, P.C., represents the Debtors in their
restructuring efforts.  In their petition, the Debtors listed
assets and debts both ranging from $10,000,001 to $50,000,000.


EMISPHERE TECHNOLOGIES: Closes Sale of $4MM Shares to 2 Investors
-----------------------------------------------------------------
Emisphere Technologies, Inc., completed a sale of 5,714,286 shares
of its common stock and warrants to purchase up to 2,685,714
additional shares of common stock in a registered direct offering
with two institutional investors -- BAM Opportunity Fund LP and
MOG Capital, LLC -- resulting in gross proceeds of $4 million.
Each unit, consisting of one share of common stock and a warrant
to purchase 0.47 of a share of common stock, was sold for a
purchase price of $0.70.  The warrants to purchase additional
shares will be exercisable at an exercise price of $0.70 per share
beginning immediately after issuance and will expire 5 years from
the date they are first exercisable.

The common stock and warrants offered by Emisphere in the
Financing were offered pursuant to an effective shelf registration
statement on Form S-3, which was filed with the Securities and
Exchange Commission on September 20, 2007, and declared effective
on October 1, 2007 (File No. 333-146212) and a registration
statement (File No. 333-161425) filed by Emisphere on August 19,
2009 pursuant to Rule 462(b) promulgated under the Securities Act
of 1933, as amended, and described in the Prospectus Supplement
dated August 19, 2009 that was filed with the Securities and
Exchange Commission on August 21, 2009 pursuant to Rule 424(b)(5)
under the Securities Act of 1933, as amended.

Copies of the prospectus supplement and accompanying prospectus
may be obtained directly from Emisphere by contacting Emisphere
Technologies, Inc., 240 Cedar Knolls Road, Suite 200, Cedar
Knolls, New Jersey 07927.

Emisphere also completed a sale of 6,015,037 shares of its common
stock and warrants to purchase up to 3,729,323 additional shares
of its common stock in a private placement with certain affiliates
of MHR Fund Management LLC, resulting in gross proceeds of
$4 million.  Each unit, consisting of one share of common stock
and a warrant to purchase 0.62 of a share of common stock, was
sold for a purchase price of $0.665.  The warrants to purchase
additional shares will be exercisable at an exercise price of
$0.70 per share beginning immediately after issuance and will
expire 5 years from the date they are first exercisable.

Emisphere received total net proceeds from both transactions of
roughly $7.4 million after deducting placement agent fees and
other offering expenses.  Proceeds from these transactions will be
used to fund Emisphere's operations and meet its obligations as
they may arise.

Emisphere was advised in these transactions by a special committee
of independent directors that was represented by special counsel.
Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital
Group, Inc., (NASDAQ: RODM - News), acted as the exclusive
placement agent for the registered direct transaction and advisor
for the private placement.

The Company filed a prospectus supplement and accompanying
prospectus relating to the sale of Shares and Warrants.  A full-
text copy of the Prospectus Supplement is available at no charge
at http://ResearchArchives.com/t/s?4294

A full-text copy of the Form of Warrant is available at no charge
at http://ResearchArchives.com/t/s?4295

A full-text copy of the Form of Warrant for MHR Fund Management,
is available at no charge at http://ResearchArchives.com/t/s?4296

A full-text copy of the Form of Warrant for Rodman & Renshaw, LLC,
is available at no charge at http://ResearchArchives.com/t/s?4297

A full-text copy of the Placement Agency Agreement, dated
August 19, 2009, by and among Emisphere and Rodman & Renshaw, is
available at no charge at http://ResearchArchives.com/t/s?4298

A full-text copy of the Securities Purchase Agreement, dated
August 19, 2009, by and among Emisphere and the Purchasers, is
available at no charge at http://ResearchArchives.com/t/s?4299

A full-text copy of the Securities Purchase Agreement, dated
August 19, 2009, by and among Emisphere and MHR Fund Management,
is available at no charge at http://ResearchArchives.com/t/s?429a

Also on August 19, the Company filed a Registration Statement on
Form S-3 with respect to the registration of an additional
1,400,000 shares of its common stock, par value $0.01 per share.
A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?429b

                   About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on delivery of therapeutic
molecules or nutritional supplements using its Eligen(R)
Technology.

On March 16, 2009, PricewaterhouseCoopers LLP in New York City
expressed substantial doubt about its ability to continue as a
going concern after auditing the Company's financial results for
the fiscal years ended Dec. 31, 2008, and 2007.  The auditor
noted that the Company experienced recurring operating losses, has
limited capital resources and has significant future commitments.


EMMIS COMMUNICATIONS: BofA-Led Lenders Relax Loan Covenants
-----------------------------------------------------------
Emmis Communications Corporation and its principal operating
subsidiary, Emmis Operating Company as borrower, on August 19,
2009, entered into the Second Amendment to Amended and Restated
Revolving Credit and Term Loan Agreement, with various lending
institutions and Bank of America, N.A., as administrative agent
for itself and the other Lenders party to the Amended and Restated
Revolving Credit and Term Loan Agreement, dated November 2, 2006,
as amended, Emmis Operating, Emmis Communications, the Lenders,
the Administrative Agent, Deutsche Bank Trust Company Americas, as
syndication agent, General Electric Capital Corporation,
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., New York
Branch and SunTrust Bank, as co-documentation agents.

Among other things, the Second Amendment:

     -- suspends the applicability of the Total Leverage Ratio and
        the Fixed Charge Coverage Ratio for period that will end
        no later than September 1, 2011;

     -- reduces the Total Revolving Credit Commitment from
        $75 million to $20 million;

     -- sets the applicable margin at 3% per annum for base rate
        loans and at 4% per annum for Eurodollar rate loans;

     -- provides that during the Suspension Period, the Borrower:

        (1) must maintain minimum levels of Consolidated EBITDA
            and Liquidity;

        (2) must make certain prepayments from funds attributable
            to debt or equity issuances, asset sales and
            extraordinary receipts; and

        (3) must make quarterly payments of Suspension Period
            Excess Cash; and

     -- provides that during the Suspension Period, the Borrower
        may not:

        (1) make certain investments or effect material
            acquisitions;

        (2) make certain restricted payments (including but not
            limited to restricted payments to fund equity
            repurchases or dividends on Emmis' 6.25% Series A
            Cumulative Convertible Preferred Stock); or

        (3) access the additional financing provisions of the
            Credit Agreement;

     -- excludes from Consolidated EBITDA up to an additional
        $5 million in severance and contract termination expenses
        incurred after the effective date of the Second Amendment;

     -- grants the lenders a security interest in certain
        previously excluded real estate and other assets;

     -- permits the repurchase of debt under the Credit Agreement
        at a discount using proceeds of certain equity issuances;
        and

     -- tightens certain financial definitions and other
        restrictions on Emmis and the Borrower.

The Amended and Restated Revolving Credit and Term Loan Agreement
has various financial covenants:

     (A) Total Leverage Ratio

         The Borrower will not permit the Total Leverage Ratio as
         of the last day of each fiscal quarter of the Borrower
         ending during any period after the Revert Date to exceed
         the ratio set forth:

         Period (Inclusive of Dates)                    Ratio
         ---------------------------                    -----
         From and After the Revert Date - 11/29/11    5.00:1.00
         11/30/11 -- 5/30/12                          4.50:1.00
         05/31/12 and at all times thereafter         4.00:1.00

     (B) Fixed Charge Coverage Ratio

         The Borrower will not permit the Fixed Charge Coverage
         Ratio as of the last day of each fiscal quarter of the
         Borrower ending after the Revert Date, to be less than
         1.25:1.00.

     (C) Minimum Liquidity

         The Borrower will not permit Liquidity as of the last day
         of each fiscal quarter of the Borrower ending during the
         Suspension Period, to be less than $5,000,000.

     (D) Minimum Consolidated EBITDA

         The Borrower will not permit Consolidated EBITDA for the
         most recently completed Reference Period, tested as of
         the last day of each fiscal quarter of the Borrower
         ending during any period set forth during the Suspension
         Period, to be less than the amount set forth:

         Period (Inclusive of Dates)
         (so long as each such period
         is during the Suspension Period)              Amount
         --------------------------------              ------
         August 31, 2009                            $22,800,000
         November 30, 2009                          $21,600,000
         February 28, 2010                          $23,400,000
         May 31, 2010                               $23,200,000
         August 31, 2010                            $22,400,000
         November 30, 2010                          $22,700,000
         February 28, 2011                          $22,900,000
         May 31, 2011                               $23,600,000
         August 31, 2011                            $25,000,000

The Second Amendment contains other terms and conditions customary
for financing arrangements of this nature.  The term loan facility
will mature on November 1, 2013.  The revolving credit facility
will mature on November 2, 2012.

Effective July 30, 2009, the Company's board of directors approved
an amendment to the Company's Amended and Restated Code of By-Laws
to elect that the terms of office of the Company's board of
directors not be governed by Indiana Code Section 23-1-33-6(c), a
newly-enacted provision of the Indiana Business Corporation Law
that would, absent this election by the board of directors,
require the Company to maintain a classified board of directors.

A full-text copy of the Second Amendment as well as the Amended
and Restated Revolving Credit and Term Loan Agreement is available
at no charge at http://ResearchArchives.com/t/s?4277

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation owns and operates radio stations and magazine
publications in the U.S. and in Europe.

At May 31, 2009, the Company had $685,535,000 in total assets;
$517,859,000 in total liabilities and $140,459,000 in Series A
cumulative convertible preferred stock, resulting in $22,438,000
in shareholders' deficit.  At May 31, the Company reported
$49,655,000 in noncontrolling interests, resulting in $27,217,000
in total equity

                           *     *     *

As reported by the Troubled Company Reporter on June 22, 2009,
Moody's Investors Service changed Emmis Communications' senior
secured term loan rating to Caa2 from Ca following the completion
of a series of Dutch auction transactions pursuant to a March 3,
2009 credit facility amendment.  The revised rating reflects the
Company's capital structure, pro-forma for an roughly
$78 million reduction of term loan debt which has resulted from
these transactions.  In addition, Moody's removed the "/LD"
designation previously appended to the Probability of Default
rating on April 27, 2009.

In April, Moody's cut its corporate family rating on the Company
to 'Caa2'.

In May, S&P raised its corporate credit rating on the Company to
'CCC+'.  In June, S&P withdrew the 'CCC+' Corp. Credit Rating at
the Company's request.


EMPIRE RESORTS: Makes $2.6MM Interest Payment on 5-1/2% Notes
-------------------------------------------------------------
Empire Resorts, Inc., on August 20, 2009, made the interest
payment to the Bank of New York, as trustee, on the Company's
5-1/2%, senior convertible notes of $2.6 million that was due on
July 31, 2009.  The interest payment was made within the time
period permitted pursuant to the indenture governing the Notes.

The Notes are secured by Empire Resort's tangible and intangible
assets and by a pledge of the equity interests of each of its
subsidiaries and a mortgage on its property in Monticello, New
York.  The first position in this collateral is also held by The
Park Avenue Bank.  On July 29, 2009, as reported by the Troubled
Company Reporter, The Park Avenue Bank delivered a notice to The
Bank of New York advising that, as a result of the occurrence of
the event of default under our loan agreement with The Park Avenue
Bank, a standstill period has commenced under the intercreditor
agreement with respect to the collateral.  The standstill period
will continue until the earlier to occur of (i) The Park Avenue
Bank's express waiver or acknowledgement of the cure of the
applicable event of default in writing or the occurrence of the
discharge of the Loan Agreement secured obligations, and (ii) the
date that is 90 days from the date of the Bank of New York's
receipt of the standstill notice.

On June 30, 2009, pursuant to the Indenture, Empire Resorts
furnished the written notice required to be delivered by the
Company to the Trustee of the time and manner under which each
holder could elect to require the Company to purchase the Notes.
As contemplated by the Indenture, Empire Resorts included with the
notice the written form to be completed, signed, and delivered by
each holder to the Trustee before close of business on July 31 to
require the Company to purchase the Notes.

However, on July 30 and 31, 2009, and on August 3, 2009, Empire
Resorts requested, but never received, from the Trustee copies of
all forms delivered to it by which any election was made for the
Company to purchase the Notes or any part thereof.  Neither the
Trustee nor any holder furnished to the Company any originals or
copies of any signed forms which had to be completed, signed and
delivered to the Trustee by close of business on July 31 to
require the Company to purchase the Notes.  As the forms required
to be completed, signed, and delivered by July 31 were not
completed, signed and delivered by then, Empire Resorts concluded
that it was not obligated to purchase and pay for the Notes before
their maturity on July 31, 2014.

On August 3, 2009, Empire Resorts received a notice from three
entities, asserting that they were beneficial holders of Notes in
an aggregate principal amount of $48,730,000, and that Empire
Resorts was in default under the Indenture by not purchasing and
paying for them.  Accordingly, on August 5, as reported by the
Troubled Company Reporter, Empire Resorts instituted a declaratory
judgment action in the Supreme Court of the State of New York in
Sullivan County, in which it named as defendants the Trustee, The
Depository Trust Company and 12 entities claiming interests in the
notes.  In the action, Empire Resorts allege two causes of action,
one seeking a declaration by the Court that the defendants failed
to properly exercise any option pursuant to Section 3.07(a) of the
Indenture to require Empire Resorts to purchase their interest in
the Notes, and the other cause of action seeking a declaration
that the three entities which gave the purported notice of default
have not invoked the Default Consequences under the Indenture.
The Company is assessing potential claims against the Accusatory
Entities for compensatory and punitive damages for sending
acceleration notices when the Accusatory Entities were not
entitled to do so under the Indenture, including because an event
of default did not exist.

                       About Empire Resorts

Empire Resorts Inc. -- http://www.empiresorts.com/-- owns and
operates the Monticello Casino & Raceway, including slot machines
and a 230-acre harness racing facility in Sullivan County, 90
miles from midtown Manhattan.

As of June 30, 2009, Empire Resorts had total assets of
$45,791,000 against total debts of $81,489,000, resulting to total
stockholders' deficit of $35,698,000.  The $81,489,000 in
liabilities, which include $65,000,000 owing to convertible notes,
are all classified as "current liabilities".  The Company had
accumulated deficit of $105,375,000 as of June 30, 2009.


EMPIRE RESORTS: Registers 7,081,966 Shares for Resale
-----------------------------------------------------
Empire Resorts, Inc., filed a prospectus on Form S-3 relating to
the reoffer and resale by selling stockholders of up to an
aggregate 7,081,966 shares of the Company's common stock, which
includes 277,778 shares of common stock that are issuable upon the
exercise of warrants with exercise prices of $0.01 per share.
Empire Resorts will not receive any proceeds from the sale of
common stock under the prospectus.

The selling stockholders may sell the securities, from time to
time, on any stock exchange or automated interdealer quotation
system on which the securities are listed, in the over-the-counter
market, in privately negotiated transactions or otherwise, at
fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to prevailing market prices or
at prices otherwise negotiated.

The common stock is listed on the Nasdaq Global Market under the
symbol "NYNY."  The last reported sale price for the common stock
on August 20, 2009 was $3.20 per share.

A full-text copy of the prospectus is available at no charge at
http://ResearchArchives.com/t/s?4284

The selling stockholders, the number of shares beneficially owned
by the selling stockholders, the number of shares that may be
offered under this prospectus and the number of shares of common
stock owned by the selling stockholders after the offering is
completed, are:

                                                     Number of
                                                     Common Shares
                                                     Percentage of
                                                     Class to Be
                       No. of Common                 Owned After
                       Shares Owned   Number of      Completion
                       Prior to       Common Shares  of the
   Name                the Offering   to be Offered  Offering
   ---     *      -------------  -------------  -------------
The Park Avenue Bank         166,667        166,667      0/0%
Alan Lee                     111,111        111,111      0/0%
Kien Huat Realty III       6,804,188      6,804,188      0/0%
   TOTAL                   7,081,966      7,081,966

The selling stockholders have not been officers, directors or had
any material relationships within the past three years with the
Company or any of its predecessors or affiliates, except that:

     -- Eric Reehl, the Company's Chief Restructuring Officer and
        Chief Financial Officer, is currently serving as the
        Acting Chief Financial Officer for Park Avenue Bancorp,
        Inc., a New York domiciled commercial bank and an
        affiliate of The Park Avenue Bank;

     -- Kien Huat is party to the Investment Agreement governing
        the investment of up to $55 million in the Company's
        common stock and providing Kien Huat with certain
        governance rights, including representation on the
        Company's board of directors.

                       About Empire Resorts

Empire Resorts Inc. -- http://www.empiresorts.com/-- owns and
operates the Monticello Casino & Raceway, including slot machines
and a 230-acre harness racing facility in Sullivan County, 90
miles from midtown Manhattan.

As of June 30, 2009, Empire Resorts had total assets of
$45,791,000 against total debts of $81,489,000, resulting to total
stockholders' deficit of $35,698,000.  The $81,489,000 in
liabilities, which include $65,000,000 owing to convertible notes,
are all classified as "current liabilities".  The Company had
accumulated deficit of $105,375,000 as of June 30, 2009.


EVERGREEN TRANSPORTATION: Gets Initial Nod on Silver Voit Hiring
----------------------------------------------------------------
Margaret A. Mahoney of the U.S. Bankruptcy Court for the Southern
District of Alabama authorized, on an interim basis, Evergreen
Transportation, Inc. to employ Silver, Voit & Thompson, Attorneys
at Law, P.C. as local bankruptcy counsel.

A final hearing on Debtor's motion to employ Silver Voit is set
for Oct. 6, 2009, at 8:30 am.

Siver Voit is expected to, among other things:

   -- analyze the Debtor's financial situation and render advice
      to the Debtor in connection with their lists;

   -- give legal advice to the Debtor with respect to its powers
      and duties; and

   -- prepare and file petitions, schedules, statement of
      financial affairs and other documents as may be required.

The Debtor is also authorized, on an interim basis, to employ Ross
Consulting Services, LLC, and Carriage Hill Partners, Ltd., as
financial advisors.

Lawrence B. Voit, Esq., a member at Silver Voit, told the Court
that the Debtor agreed to pay Silver Voit's $90,000 retainer, of
which the $45,000 was already received and the other $45,000 will
be payable within 30 days from the filing date.  Additionally,
Silver Voit received $21,891 for legal services rendered
prepetition.

The hourly rates of Silver Voit personnel are:

     Irving Silver                 $320
     Mr. Voit                      $300
     Barry L. Thompson             $280
     W. Alexander Gray, Jr.        $280

Mr. Voit assured the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Court.

Mr. Voit can be reached at:

     Silver, Voit & Thompson, Attorneys at Law, P.C.
     4317-A Midmost Dr.
     Mobile, AL 36609-5507
     Tel: (251) 343-0800

               About Evergreen Transportation, Inc.

Evergreen, Alabama-based Evergreen Transportation, Inc., operates
a freight and logistics business.  The Company filed for Chapter
11 on Aug. 4, 2009 (Bankr. S.D. Ala. Case No. 09-13525).  In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000.  Ross Consulting Services, LLC, and
Carriage Hill Partners, Ltd., have been tapped as financial
advisors.


EVERGREEN TRANSPORTATION: Has Until August 31 to File Schedules
---------------------------------------------------------------
Margaret A. Mahoney of the U.S. Bankruptcy Court for the Southern
District of Alabama extended until August 31, 2009, Evergreen
Transportation, Inc.'s time to file its schedules of assets and
liabilities and statement of financial affairs.

Evergreen, Alabama-based Evergreen Transportation, Inc., operates
a freight and logistics business.  The Company filed for Chapter
11 on Aug. 4, 2009 (Bankr. S.D. Ala. Case No. 09-13525).  Silver,
Voit & Thompson, Attorneys at Law, P.C. represents the Debtor in
its restructuring efforts.  Ross Consulting Services, LLC, and
Carriage Hill Partners, Ltd., have been tapped as financial
advisors.  In its petition, the Debtor listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000.


FAIRPOINT COMM: Bank Debt Trades at 24% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which FairPoint
Communications, Inc., is a borrower traded in the secondary market
at 75.32 cents-on-the-dollar during the week ended Friday,
Aug. 21, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 0.96 percentage points from the previous week, The Journal
relates.  The loan matures on March 31, 2015.  The Company pays
275 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's Caa1 rating and Standard & Poor's CC
rating.  The debt is one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended Aug. 21, among the 147 loans with five or more bids.

Headquartered in Charlotte, North Carolina, FairPoint
Communications, Inc. -- http://www.fairpoint.com/-- owns and
operates local exchange companies in 18 states offering advanced
communications with a personal touch, including local and long
distance voice, data, Internet, television, and broadband
services.  FairPoint is traded on the New York Stock Exchange
under the symbol FRP.

As reported by Troubled Company Reporter on Aug. 5, 2009, Standard
& Poor's Ratings Services said it reassigned a 'CC' corporate
credit rating, with a negative outlook to FairPoint, from the
previous 'SD'.  S&P also raised the rating to 'C' from 'D' on the
approximate $90 million of aggregate principal amount remaining on
the company's unsecured notes that did not participate in its
exchange offer.  The recovery rating on the notes is '6',
representing negligible (0%-10%) recovery prospects in the event
of a payment default.  S&P also removed the 'CC' secured bank loan
rating from CreditWatch, where it had been placed with negative
implications on June 25, 2009, following the company's announced
note exchange.  The loan has a '3' recovery rating, representing
meaningful (50%-80%) recovery prospects in the event of a payment
default.


FIRST COWETA, NEWMAN: Closed; United Bank Assumes All Deposits
--------------------------------------------------------------
First Coweta, Newnan, Georgia was closed August 21 by the Georgia
Department of Banking and Finance, which appointed the Federal
Deposit Insurance Corporation (FDIC) as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with United Bank, Zebulon, Georgia, to assume all of the
deposits of First Coweta, excluding those from brokers.

The four branches of First Coweta reopened Saturday as branches of
United Bank.  Depositors of First Coweta will automatically become
depositors of United Bank.  Depositors will continue to be insured
by the FDIC, so there is no need for customers to change their
banking relationship to retain their deposit insurance coverage.
Customers should continue to use their existing branches until
United Bank can fully integrate the deposit records of First
Coweta.

This evening and over the weekend, depositors of First Coweta can
access their money by writing checks or using ATM or debit cards.
Checks drawn on the bank will continue to be processed.  Loan
customers should continue to make their payments as usual.

As of July 31, 2009, First Coweta had total assets of $167 million
and total deposits of approximately $155 million.  United Bank
will pay the FDIC a premium of 1.01% to assume all of the deposits
of First Coweta.  In addition to assuming all of the deposits of
the failed bank, United Bank agreed to purchase $155 million of
the failed bank's assets.  The FDIC will retain the remaining
assets for later disposition.

The FDIC and United Bank entered into a loss-share transaction on
approximately $124 million of First Coweta's assets.  United Bank
will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-sharing arrangement is projected
to maximize returns on the assets covered by keeping them in the
private sector.  The agreement also is expected to minimize
disruptions for loan customers.

United Bank will purchase all deposits, except about $11 million
in brokered deposits, held by First Coweta.  The FDIC will pay the
brokers directly for the amount of their funds. Customers who
placed money with brokers should contact them directly for more
information about the status of their deposits.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-405-8028.  Interested parties can also
visit the FDIC's Web site at:

   http://www.fdic.gov/bank/individual/failed/coweta.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $48 million.  United Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  First Coweta is the 79th FDIC-insured
institution to fail in the nation this year, and the eighteenth in
Georgia.  The last FDIC-insured institution closed in the state
was ebank, Atlanta, earlier August 21.


FLINTKOTE COMPANY: Court Sets Sept 21 Supplemental Voting Deadline
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the supplemental disclosure statement filed by The
Flintkote Company and Flintkote Mines Limited, the official
committee of asbestos personal injury claimants, and the legal
representative for future asbestos claimants.

The supplemental voting deadline will be September 21, 2009, at
5:00 p.m.

As reported in the TCR on July 23, 2009, the Bankruptcy Court set
a hearing for July 27, 2009, at 9:15 a.m. to consider whether the
supplemental disclosure statement submitted by the plan proponents
contains "adequate information" sufficient to enable asbestos
personal injury claimants whose votes are being resolicited on the
Plan to make an informed judgment on the Plan and approving the
supplemental disclosure statement.

As reported in the Troubled Company Reporter on July 8, 2009, the
plan proponents filed with the Bankruptcy Court a supplemental
disclosure statement in connection with the re-solicitation of
votes from holders of asbestos personal injury claims.

On June 22, 2009, the Debtors modified their Amended Joint Plan of
Reorganization, which was sent for voting in September 2008.  The
modifications affect only the Flintkote asbestos personal injury
claims under Class 7 and the mines asbestos personal injury claims
under Class 8.  As a result of these modifications, all the
holders of asbestos personal injury claims are being asked to vote
again on the modified amended plan.

Other than the asbestos personal injury claims, the claims and
interests in the Debtors is identical to the treatment that was
provided to said claims and interests under the September 2008
plan.  As a result, holders of said claim will not vote anew on
the modified amended plan.

                    Modifications to the Plan

A. Trust Distribution Procedures

   1. Change in Claims Payment Ratios

      The modified amended plan changes the claims payment
      ratio set forth in Section 2.5 of the Trust Distribution
      Procedures from the 88%/12% ratio contained in the
      original amended plan to an 80%/20% ratio.

   2. Change to Description of Valuation Factors to be
      Considered in Individual Review

      The modified amended plan changes the description of the
      valuation factors to be considered in Individual Review
      contained in Section 5.3(b)(2) of the trust distribution
      procedures to allow for consideration of results of cases
      in which a claimant's law firm has played a substantial
      role in the resolution of the cases even if the claimant's
      law firm was not the firm of record in such cases.

B. Litigation Neutrality and the Preservation of Third Party
   Causes of Action

   1. Changes to Litigation Neutrality Provisions

      In response to confirmation objections asserted by ITCAN
      that the original amended plan might impact upon the
      rights of co-insureds to shared insurance with the
      Debtors, the Plan Proponents have amended Section 12.3.2(b)
      of the Plan to clarify that the injunction set forth in
      12.3.2(b) of the Plan does not impair the rights of any co-
      insured of the Debtors (a) with respect to any Asbestos
      Insurance Policy or Asbestos Insurance Settlement Agreement
      or against any Asbestos Insurance Company and (b) as
      specified under any final order of the Bankruptcy Court
      approving an Asbestos Insurance Settlement Agreement.

   2. Changes to Preservation of Third Party Causes of Action

      The plan proponents have added language to Section 11.3
      of the modified amended plan to clarify that, on and
      after the Effective Date, Reorganized Flintkote may take
      any action to realize upon said claims, rights, or causes
      of action as it determines in accordance with its best
      interests and without Bankruptcy Court approval; provided
      that any determination to take action to realize upon
      said claim, right or cause of action related to the Third
      Party Causes of Action will require the consent of the
      Trustees or such other person as specified in the Trust
      Documents.

A full-text copy of the Supplementary Disclosure Statement dated
June 22, 2009, is available for free at:

      http://bankrupt.com/misc/flintkote.supplementalds.pdf

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection on April 30, 2004 (Bankr. D. Del. Case No. 04-11300).
Flintkote Mines Limited filed for Chapter 11 relief of August 25,
2004 (Bankr. D. Del. Case No. 04-12440).  James E. O'Neill, Esq.,
Kathleen P. Makowswki, Esq., Laura Davis Jones, Esq., Sandra G.M,
Selzer, Esq., and Scotta Edelen McFarland, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtors in their
restructuring efforts.  Kathleen Campbell Davis, Esq., and Mark T.
Hurford, Esq., at Campbell & Levine, LLC, represent the official
committee of unsecured creditors.

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


FORD MOTOR: Bank Debt Trades at 15% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 84.70 cents-on-the-
dollar during the week ended Friday, Aug. 21, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.98 percentage points
from the previous week, The Journal relates.  The loan matures on
Dec. 15, 2013.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ca
rating and Standard & Poor's CCC+ rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 21, among the 147 loans
with five or more bids.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The Company provides
financial services through Ford Motor Credit Company.  The Company
has operations in Japan in the Asia Pacific region.  In Europe,
the Company maintains a presence in Sweden, and the United
Kingdom.  The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

Ford Motor carries a 'Ca' issuer credit and a 'Caa3' long term
corporate ratings, with negative outlook, from Moody's, 'CCC+'
long term issuer credit ratings, and 'CCC' long term issuer
default rating, with negative outlook, from Fitch.


FRONTIER AIRLINES: Supplements Republic-Backed Chapter 11 Plan
--------------------------------------------------------------
In light of the U.S. Bankruptcy Court for the Southern District
of New York's approval of the Disclosure Statement filed by
Frontier Airlines Holdings, Inc., and its debtor-affiliates, the
Debtors submitted to Judge Robert D. Drain supplements to their
Chapter 11 Joint Plan of Reorganization.

The Plan Supplements include initial versions of:

  (1) A schedule of Allowed Old Note Claims, which lists Claim
      No. 1136 for an allowed amount of $93,482,224, inclusive
      of prepetition interest as of the Petition Date, on
      account of 5% Debentures due 2025

  (2) Prepetition executory contracts and unexpired leases to be
      assumed, a schedule of which is available at no charge at:

      http://bankrupt.com/misc/FAH_AssumedLeases&Contracts.pdf

  (3) Prepetition executory contracts and unexpired leases to be
      rejected, a schedule of which is available at no charge
      at:

      http://bankrupt.com/misc/FAH_RejectedLeases&Contracts.pdf

  (4) A disclosure that the Debtors currently have no Retained
      Avoidance Actions

  (5) A non-exclusive list of Retained Causes of Action, which
      includes:

      Matter Name/
      Cause of Action            Description
      ---------------            -----------
      Empire Aero Center         Claim for $75,000 relating to a
                                 tail stand sold to Empire Aero
                                 Center

      Interlink Aviation         Claim for $162,326 relating to
      Services, Ltd.             the Standard Ground Handling
                                 and Mexico Services Agreement
                                 dated as of January 2004, and
                                 as amended as of March 2006

      Jet Care Aerospace Group   Claim for damages resulting
                                 from engine cowling separation
                                 on April 22, 2007

      Asociacion de Hoteles      Claim for breach of contract
      y Empresas Turisticas      arising from Subsidy Agreement
      de Mazatlan, S.C.          dated January 26, 2007

  (6) A disclosure that upon emergence from Chapter 11, the
      Board of Directors of Reorganized Frontier will be
      comprised of Bryan Bedford, Robert Hal Cooper and Wayne
      Heller

  (7) A disclosure that upon emergence from Chapter 11, the
      Board of Directors of Reorganized Lynx Aviation, Inc. will
      be comprised of Bryan Bedford, Robert Hal Cooper and Wayne
      Heller

  (8) A disclosure that no changes to the principal officers of
      each Reorganized Debtor, post-emergence, have yet been
      determined

  (9) A form of the Second Amended and Restated Certificate of
      Incorporation of Reorganized Frontier Holdings, a full-
      text copy of which is available for free at:

      http://bankrupt.com/misc/FAH_2ndAmendedCertofInc.pdf

(10) Forms of Certificates of Incorporation of Frontier
      Airlines, Inc. and Lynx Aviation, Inc., as Reorganized
      Subsidiary Debtors, full-text copies of which are
      available for free at:

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

(11) A form of the Amended and Restated Bylaws of Reorganized
      Frontier Holdings, a full-text copy of which is available
      for free at:

      http://bankrupt.com/misc/FAH_Amended&RestatedBylaws.pdf

(12) Forms of the Reorganized Subsidiary Debtors' Bylaws, a
      full-text copy of which is available for free at:

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

(13) a disclosure that compensation and compensation programs
      for officers and employees of the Reorganized Debtors will
      be determined by the Compensation Committee of the Board
      of Directors of Republic Airways Holdings Inc., post-
      emergence.

      The Debtors note that these are the present compensation
      of Frontier's chief financial officer, chief financial
      officer and the next three most highly compensated
      executive officers:

                                                         Current
      Name                         Title                  Salary
      ----                         -----                  ------
      Menke, Sean                  CEO                  $260,000
      Christie III, Edward M.      Senior VP & CFO      $198,000
      Collins, Christopher Lee     EVP & COO            $225,000
      Coady, Gerard A.             SVP & CIO            $194,400
      Block, Ann E.                SVP, People          $180,000

(14) A form of Escrow Agreement agreed among the Debtors,
      Republic and the Official Committee of Unsecured
      Creditors, to be utilized with respect to the Disputed
      Claims Reserve, a full-text copy of which is available for
      free at http://bankrupt.com/misc/FAH_EscrowAgreement.pdf

      The Debtors did not disclose (i) their authorized
      representatives with respect to the Agreement, and (ii)
      the Escrow agent's compensation.

(15) Consolidated financial projections for the Reorganized
      Debtors as of August 18, 2009, covering the three-year
      period ending March 31, 2010, 2011 and 2012, a full-text
      copy of which is available for free at:

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

      The Debtors relate these salient financial projections:

      * Passenger revenue of $1.1 billion for Fiscal Year 2010,
        a decrease of 13% over Fiscal Year 2009, due to fare
        decreases that reflect weak passenger demand.  Beginning
        in Fiscal Year 2011 through Fiscal Year 2012, Passenger
        Revenue is forecast to increase at an average annual
        rate of 8%, or a total of $31 million over Fiscal Year
        2009, due to an expected economic recovery in Fiscal
        Year 2011 combined with capacity growth mostly in
        Fiscal Years 2011 and 2012.  Accordingly, Passenger
        Revenue in Fiscal Year 2012 is projected to be
        $1.2 billion.

      * Cash flow from operating activities is projected to
        increase from an estimated $144 million cash outflow in
        Fiscal Year 2009 to $55 million cash inflow by Fiscal
        Year 2012, for aggregate cash produced from operating
        activities during the Projection Period of $113 million.

      * Net cash flow from investing activities is projected to
        use cash totalling $111 million over the Projection
        Period.  This reflects non-aircraft capital expenditures
        of between $14 million and $18 million per year in
        Fiscal Years 2010 to 2012 to sustain existing
        infrastructure and support growth, and $64 million in
        aircraft capital expenditures.

      * Aircraft fuel is projected to be the Reorganized
        Debtors' largest expense.  The Projections assume fuel
        price escalation based on the Gulf Coast Jet Fuel
        and West Texas Intermediate forward curves as of
        August 17, 2009, resulting in a cost for jet fuel of
        (i) $2.06 per gallon for Fiscal Year 2010, (ii) $2.37
        per gallon for Fiscal Year 2011, and (iii) $2.48 per
        gallon for Fiscal Year 2012.

      * Labor costs are projected to be the Reorganized Debtors'
        second largest expense, representing approximately 22%
        of annual mainline operating expenses during the
        Projection Period.

      * During the Projection Period, Flight Operations cost is
        expected to increase at an average annual rate of 3%
        partly driven by wage restoration provisions set forth
        in the pilot labor agreement which are projected to be
        applied to Flight Attendant wages as well, on a pro-rata
        basis.  A 3% average annual increase in capacity will
        also contribute to the increase in Flight Operations
        cost, which is expected to reach $182 million in Fiscal
        Year 2012, up from $165 million in Fiscal Year 2009.

      * The Financial Projections anticipate the use of
        $103 million during the Projection Period to meet required
        principal payments related to aircraft debt.

      * The Financial Projections include profit-sharing for
        employees, based on 10% of pre-tax profits up to
        $10 million and 15% over $10 million, ranging from
        $7 million to $11 million in Fiscal Years 2010 to 2012.

The Debtors' Plan will come before the Court for confirmation at
a hearing on September 10, 2009, at 10:00 a.m., Eastern Standard
Time.  Parties have until August 28 to file objections to the
Plan.

Frontier could emerge from the Chapter 11 cases as early as
September 17, 2009, according to The Associated Press, quoting
Frontier CEO Sean Menke.

           Travis County Objects to Plan Confirmation

Nelda Wells Spears, Travis County Tax Assessor-Collector for and
on behalf of Travis County, City of Austin, Austin Community
College, Del Valle Independent School District, and Travis County
Hospital District, contends that the Plan is not confirmable
because it does not allow for payment of Travis County's secured
claim for $855, along with the payment of 12% interest.

Travis County's Claim is secured by a lien which attaches to the
Debtors' property, and is automatically perfected on January 1 of
each taxing year in favor of taxing units under the Texas
Property Tax Code.  Moreover, under the Texas Property Tax Code,
the Claim receives a 12% penalty as well as interest at the rate
of 1% for each month the property taxes remain unpaid, Assistant
County Attorney Karon Y. Wright, Esq., said.

The claim of Travis County takes priority over the claims and
interests of any other creditor in the Debtors' bankruptcy
proceeding under Section 32.05 of the Texas Property Tax Code.

Hence, the Debtors' failure to include Travis County's fully
secured claim with 12% interest renders the plan is unfair and
unequitable as to Travis County under Sections 511(a) and
1129(b)(2)(A) of the Bankruptcy Code, Mr. Wright contends.

                 About Frontier Airlines Holdings

Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) --
http://www.FrontierAirlines.com/-- is the parent company of
Denver-based Frontier Airlines.  Currently in its 15th year of
operations, Frontier Airlines is the second-largest jet service
carrier at Denver International Airport, employing approximately
5,000 aviation professionals.  Frontier Airlines' mainline
operation has 51 aircraft with one of the youngest Airbus fleets
in North America.  In conjunction with a fleet of 10 Bombardier
Q400 aircraft operated by Lynx Aviation -- a subsidiary of
Frontier Airlines Holdings, Inc. -- Frontier offers routes to more
than 50 destinations in the U.S., Mexico and Costa Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

The Debtors' exclusive period to file a plan of reorganization
will expire on October 9, 2009.  Their exclusive period to solicit
and obtain acceptances of that plan will expire December 9, 2009.

As reported by the TCR on August 14, Republic Airways Holdings,
Inc. has been declared the winning bidder in the auction to
acquire Frontier, beating Southwest Airlines.

Bankruptcy Creditors' Service, Inc., publishes Frontier Airlines
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Frontier Airlines Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


FRONTIER AIRLINES: Reports Second Quarter 2009 Results
------------------------------------------------------
Frontier Airlines Holdings, Inc., and its debtor-affiliates filed
with the U.S. Securities and Exchange Commission on August 19,
2009, their financial results for the three months ended June 30,
2009.  The Company previously informed the SEC of its inability
to timely complete its financial report for the second quarter of
2009.

During the three months ended June 30, 2009, Frontier had an
income of $9 million, as compared to a net loss of $94.7 million
for the three months ended June 30, 2008.  The operating margin
was 10.1% for the Reporting Period.  Frontier's improved results
over the prior year are largely due to the 53.8% reduction in the
price of fuel, offset by a challenging revenue environment in
which the Company's yields decreased by 10.0%, Edward Christie
III, Frontier's chief financial officer, disclosed.

Mainline passenger revenues decreased by 24.6% in the three
months ended June 30, 2009, as compared to the prior period.  The
decrease is due to a 15.3% reduction in capacity, as measured by
available seat miles, and a decrease in RASM, or revenue per
available seat mile, of 10.2%.  The decrease in RASM was as a
result of a 15.1% reduction in average fare.  Mainline total
yield per ASM showed a decrease of 6.2% in the three months ended
June 30, 2009, as compared with the June 30, 2008 quarter.

             Republic's Acquisition of the Debtors

Mr. Christie disclosed that on August 13, 2009, the Debtors
concluded an auction and determined that Republic Airways
Holdings, Inc., had submitted the highest and otherwise best
proposal for the purchase of the Debtors.  Southwest Airlines
Co., also participated in the auction process.

As part of the winning proposal, Republic agreed to waive
recovery on its allowed $150.0 million unsecured claims
increasing the potential recovery for the remaining unsecured
claims.

As a result, the Debtors entered into a second amendment to the
Investment Agreement with Republic on August 13, 2009, which
essentially retains Republic's purchase price for Frontier for
$108.8 million, with $28.8 million of the purchase price
allocated to payment of the unsecured creditors.

              Letters of Credit and Cash Deposits

According to Mr. Christie, Frontier has a contract with a
bankcard processor that requires a holdback of bankcard funds
equal to 100% of the air traffic liability including passenger
related pass-through taxes and fees associated with the estimated
amount of bankcard transactions.  As of June 30, 2009, that
amount summed up to $133.6 million.

Mr. Christie recalled that in June 2008, the Company reached a
revised agreement with a bankcard processor that requires
adjustments to the reserve account based on current and projected
air traffic liability associated with certain estimated bankcard
transactions.  Any further holdback had been temporarily
suspended pursuant to a stipulation approved by the U.S.
Bankruptcy Court for the Southern District of New York, until
October 1, 2008.  Beginning October 1, 2008, the Court-approved
stipulation allowed the Bankcard Processor to holdback a certain
percentage of bankcard receipts in order to reach full
collateralization, which was reached in July 2009.

Mr. Christie further stated that a second credit card company
began a holdback during the fiscal year ended March 31, 2008,
which aggregated $20.4 million at June 30, 2009.  Frontier
reached full collateralization with the second credit card
company during the fiscal year ended March 31, 2008.

As of August 17, 2009, the amount of holdback with the credit
card companies was increased to a combined $154.9 million, Mr.
Christie noted.

                      Lynx Aviation

During the three months ended June 30, 2009, Lynx Aviation, Inc.,
incurred $21.9 million of expenses related to the service of
265,000 passengers.  These expenses included:

  * $4.2 million in aircraft fuel expense;
  * $2.3 million in aircraft rent expense;
  * $2.2 million in maintenance expense;
  * $1.4 million in pilot and flight attendant salaries;
  * $1.3 million in general administrative and benefits;
  * $1.4 million in depreciation expense; and
  * $9.1 million in flight operation and other expenses.

Lynx Aviation also incurred $23.8 million of expenses related to
the service of 235,000 passengers during the Reporting Period,
which included:

  * $8.0 million in aircraft fuel expense;
  * $2.3 million in aircraft rent expense;
  * $1.8 million in maintenance expense;
  * $1.3 million in pilot and flight attendant salaries;
  * $1.1 million in general administrative and benefits;
  * $1.2 million in depreciation expense; and
  * $8.0 million in flight operation and other expenses.

                Fleet and Aircraft-Related Items

As of June 30, 2009, Frontier operated a fleet of 38 Airbus A319
aircraft, 10 Airbus A318 aircraft, three Airbus A320 aircraft,
and 10 Bombardier Q400 aircraft from its base in Denver,
Colorado.

As of June 30, 2009, Frontier has remaining firm purchase
commitments for eight additional aircraft from Airbus that have
scheduled delivery dates beginning in February 2011 and
continuing through November 2012, and one remaining firm purchase
commitment for one spare Airbus engine scheduled for delivery in
February 2010.  Also, as of the Reporting Period, Frontier has
two firm purchase commitments for Bombardier aircraft that have
scheduled delivery dates of August 2009 and February 2010.

Frontier had options to purchase 10 Bombardier aircraft, the last
of which expires in September 2009.  Taking into account the
exercised options as well as those options that the Company had
elected not to exercise, it has three options remaining.

As of June 30, 2009, Frontier had made pre-delivery payments on
future aircraft deliveries totalling $7.8 million which relate to
aircraft for which the Company have not secured financing,
according to Mr. Christie.

                     Represented Employees

As of June 30, 2009, the Company had approximately 5,300
employees, of which 4,800 are employed on full-time equivalents.

In August 2009, Frontier and the International Brotherhood of
Teamsters announced that they entered into a consensual long-term
agreement with the Company's litigation under the IBT under
Section 1113 of the Bankruptcy Code.  This resulted in an
additional allowed claim of $7.1 million.  The Agreement modifies
benefit reductions the Company obtained from its IBT-represented
employees in October 2008.  The new agreement's modified wage and
benefit reductions are comparable to the consensual reductions
obtained from all other employee groups.  The settlement, if
approved by the Bankruptcy Court, also will resolve the ongoing
appeals of the Bankruptcy Court order.

The IBT said it anticipated that it will hold the ratification
vote on the agreement and count ballots in August 2009, Mr.
Christie noted.

Mr. Christie further stated that other than the Chapter 11 cases,
Frontier is not a party to any pending legal proceedings which
have sufficient merit to result in a material adverse affect upon
the Company's business, financial condition, results of
operations or liquidity.

The number of shares of Frontier's Common Stock outstanding as of
August 17, 2009, was 36,945,744.

A full-text copy of Frontier's Third Quarter Financial Results is
available at the SEC at http://ResearchArchives.com/t/s?426b

            FRONTIER AIRLINES HOLDINGS, INC., ET AL.
          Unaudited Condensed Consolidated Balance Sheet
                       As of June 30, 2009

                             ASSETS

CURRENT ASSETS:
Cash and cash equivalents                           $69,401,000
Restricted cash & investments                       161,042,000
Receivables, net of allowance                        37,473,000
Prepaid expenses and other assets                    19,946,000
Inventories, net of allowance                        13,387,000
Other assets                                            639,000
                                                  --------------
Total current assets                                 301,888,000

Property and other equipment, net                    571,048,000
Security and other deposits                           27,097,000
Prepaid maintenance payments                         131,326,000
Aircraft pre-delivery payments                         7,835,000
Restricted cash                                        2,987,000
Deferred loan expenses and other assets               10,031,000
                                                  --------------
Total Assets                                      $1,052,212,000
                                                  ==============

             LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities not subject to compromise:

CURRENT LIABILITIES:
Accounts payable                                    $41,440,000
Air traffic liability                               159,682,000
Other accrued expenses                               50,879,000
Short-term borrowings                                 3,000,000
DIP loan                                             40,000,000
Deferred revenue & other current liabilities         14,070,000
                                                  --------------
Total current liabilities not subject
to compromise                                       309,071,000

Deferred revenue and other liabilities                18,051,000
Other note payable                                     3,000,000
                                                  --------------
Total liabilities not subject to compromise          330,122,000

Liabilities subject to compromise                    682,300,000
                                                  --------------
Total Liabilities                                  1,012,422,000

STOCKHOLDERS' EQUITY
Preferred stock                                               0
Common stock                                             37,000
Additional paid-in capital                          197,328,000
Retained deficit                                   (157,575,000)
                                                  --------------
Total Stockholders' Equity                            39,790,000
                                                  --------------
Total Liabilities and Stockholders' Equity        $1,052,212,000
                                                  ==============

            FRONTIER AIRLINES HOLDINGS, INC., ET AL.
   Unaudited Condensed Consolidated Statement of Operations
               Three Months Ended June 30, 2009

Revenues:
Passenger                                          $253,524,000
Cargo                                                 1,457,000
Other                                                20,628,000
                                                  --------------
Total revenues                                       275,609,000

Operating expenses:
Flight operations                                    39,284,000
Aircraft fuel                                        69,124,000
Aircraft lease                                       28,070,000
Aircraft and traffic servicing                       43,331,000
Maintenance                                          14,424,000
Promotion and sales                                  27,655,000
General and administrative                           15,065,000
Operating expenses -- regional partners                       0
Employee separation and other charges                         0
Loss (gains) on sales of assets, net                     69,000
Depreciation                                          9,266,000
                                                  --------------
Total operating expenses                             246,288,000
                                                  --------------
Operating income (loss)                               29,321,000

Non-operating income (expense):
Interest income                                         249,000
Interest expense                                     (5,082,000)
Loss from early extinguishment of debt                 (185,000)
Other, net                                              155,000
                                                  --------------
Total non-operating expense, net                      (4,863,000)
                                                  --------------
Income before reorganization items & income tax       24,458,000

Reorganization expenses                              14,946,000
                                                  --------------
Income before income tax expense                       9,512,000

Income tax expense                                      532,000
                                                  --------------
Net Income (Loss)                                     $8,980,000
                                                  ==============

            FRONTIER AIRLINES HOLDINGS, INC., ET AL.
    Unaudited Condensed Consolidated Statement of Cash Flow
                  Three Months Ended June 30, 2009

Cash flows from operating activities:
Net income (loss)                                    $8,980,000

Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
   Compensation expense                                  226,000
   Depreciation and amortization                       9,924,000
   Provisions recorded on inventories                    292,000
  Loss (gains) on disposal of equipment
   & other assets, net                                    69,000
  Mark to market gains on derivative contracts        (1,455,000)
  Proceeds received from settlement of contracts               0
  Loss on early extinguishment of debt                   185,000
  Unrealized loss on short-term investments                    0
  Reorganization items                                14,946,000
  Changes in operating assets and liabilities:
   Restricted cash & investments                     (26,683,000)
   Receivables                                         2,997,000
   Deposits on fuel hedges and other deposits         (2,900,000)
   Prepaid maintenance payments                       (6,815,000)
   Prepaid expenses and other assets                    (472,000)
   Inventories                                          (977,000)
   Other assets                                          (14,000)
   Accounts payable                                   (2,920,000)
   Air traffic liability                              14,526,000
   Other accrued expenses                             (5,182,000)
   Deferred revenue and other liabilities             (2,471,000)
                                                  --------------
Net cash provided by operating activities              2,256,000

Cash flows from reorganization activities
Net cash used by reorganization activities           (4,014,000)
                                                  --------------
Total net cash used by operating activities           (1,758,000)

Cash flows from investing activities:
Aircraft lease & purchase deposits made              (3,130,000)
Aircraft lease & purchase deposits returned              92,000
Proceeds from the sale of property and
  equipment and assets held for sale                     108,000
Capital expenditures                                 (1,209,000)
Proceeds from the sales of aircraft
  -- reorganization                                   19,996,000
                                                  --------------
Net cash provided by investing activities             15,857,000

Cash flows from financing activities:
Proceeds from DIP financing (postpetition)           10,000,000
Extinguishment of long-term borrowings                        0
Principal payments on long-term borrowings           (6,135,000)
Payment of financing fees                            (1,485,000)
Extinguishment of long-term borrowings --
  reorganization item                                (18,871,000)
                                                  --------------
Net cash used in financing activities                (16,491,000)

Net decrease in cash and cash equivalents             (2,392,000)
Cash and cash equivalents, beginning of period        71,793,000
                                                  --------------
Cash and cash equivalents, end of period             $69,401,000
                                                  ==============

                 About Frontier Airlines Holdings

Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) --
http://www.FrontierAirlines.com/-- is the parent company of
Denver-based Frontier Airlines.  Currently in its 15th year of
operations, Frontier Airlines is the second-largest jet service
carrier at Denver International Airport, employing approximately
5,000 aviation professionals.  Frontier Airlines' mainline
operation has 51 aircraft with one of the youngest Airbus fleets
in North America.  In conjunction with a fleet of 10 Bombardier
Q400 aircraft operated by Lynx Aviation -- a subsidiary of
Frontier Airlines Holdings, Inc. -- Frontier offers routes to more
than 50 destinations in the U.S., Mexico and Costa Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

The Debtors' exclusive period to file a plan of reorganization
will expire on October 9, 2009.  Their exclusive period to solicit
and obtain acceptances of that plan will expire December 9, 2009.

As reported by the TCR on August 14, Republic Airways Holdings,
Inc. has been declared the winning bidder in the auction to
acquire Frontier, beating Southwest Airlines.

Bankruptcy Creditors' Service, Inc., publishes Frontier Airlines
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Frontier Airlines Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


FRONTIER AIRLINES: Amends Investment Agreement With Republic
------------------------------------------------------------
Frontier Airlines Holdings Inc. entered into a Second Amended and
Restated Investment Agreement with Republic Airways Holdings Inc.,
on August 13, 2009, following the conclusion of the auction,
wherein Republic was selected as the successful bidder and equity
plan sponsor for the Debtors, Sean E. Menke, Frontier's president
and CEO, disclosed in a regulatory filing with the Securities and
Exchange Commission dated August 18.

To recall, Republic was deemed to have submitted the highest and
best bid during the Auction to acquire Frontier, for a purchase
price of $108.8 million, topping Southwest Airlines' $170 million
offer.  The selection of Republic's bid was made in consultation
with the Official Committee of Unsecured Creditors.

Mr. Menke related that under the Second Amended and Restated
Agreement, Republic has agreed to serve as equity plan sponsor
for the Companies' plan of reorganization and to purchase 100% of
the equity in the reorganized company for (i) $108.75 million and
(ii) the relinquishment of all of Republic's rights under the
Plan to any distribution on account of Republic's allowed general
unsecured claims against the Debtors.   The Republic Distribution
will be payable to the holders of allowed general unsecured
claims other than Republic on a pro rata basis.

Mr. Menke added that the Second Amended and Restated Agreement no
longer includes these closing conditions contained in the prior
investment agreement:

  (i) the arrangement of financing or a manufacturer back-stop
      commitment by the Companies for all firm orders for future
      aircraft deliveries reflected in the Debtors' business
      plan;

(ii) the Debtors' attainment of a collective bargaining
      agreement amendment;

(iii) Republic's completion by July 12, 2009, of certain tax due
      diligence matters with results satisfactory to Republic;

(iv) the Debtors' finalization of their fleet plan in a manner
      acceptable to Republic; and

  (v) antitrust approval, all of which conditions have been
      removed from the Amended Investment Agreement.

Republic may terminate the Second Amended and Restated Agreement
upon the occurrence of certain limited events.

In addition, the Second Amended and Restated Agreement provides
for payment by Frontier of a $3.5 million termination fee to
Republic in the event of termination of the Agreement by Republic
under certain conditions.  The Debtors are obligated to reimburse
Republic up to a maximum of $350,000 for certain expenses
incurred by or on behalf of Republic in connection with the due
diligence, negotiation, preparation, execution, delivery and
Court approval of the transaction if (y) the Debtors are required
to pay the termination fee, or (z) Republic terminates the
Agreement under certain conditions.

A full-text copy of the Second Amended and Restated Investment
Agreement is available at the SEC:

             http://ResearchArchives.com/t/s?4272

Damian S. Schaible, Esq., at Davis Polk & Wardwell, in New York,
affirmed in a notice filed in Court that the Second Amended
Investment Agreement incorporates these terms, as reflected in
Republic's successful proposal:

  * Republic agreed to waive distributions on two $150 million
    allowed prepetition unsecured claims, provided that
    Republic is the Plan Sponsor, thereby significantly
    increasing the value of Republic's proposal to the Debtors'
    other allowed unsecured creditors.

  * Republic agreed that many significant conditions precedent
    appearing in the Investment Agreement have been satisfied or
    irrevocably waived.  These conditions related to labor,
    profit sharing, the Debtors' fleet plan, financing of
    aircraft deliveries, tax due diligence and Denver tax
    issues.

  * Republic agreed to a revised material adverse change clause
    that is significantly more favorable to the Debtors than the
    formulation in the Investment Agreement.

  * Republic irrevocably agreed that no MAC had occurred as of
    August 12, 2009.

  * Republic confirmed that there were no further conditions to
    be satisfied under the Hart-Scott-Rodino Antitrust
    Improvements Act of 1976, that the time had passed for the
    U.S. Department of Justice to make a second request for
    review of the proposed transaction under the HSR Act and
    that Republic was therefore ready to close from an antitrust
    perspective.

  * Republic confirmed that it has secured agreements in
    principle for long-term financing for the Debtors' future
    budgeted and planned aircraft deliveries and certain
    additional financing for the Debtors' post-emergence
    operations.

                 About Frontier Airlines Holdings

Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) --
http://www.FrontierAirlines.com/-- is the parent company of
Denver-based Frontier Airlines.  Currently in its 15th year of
operations, Frontier Airlines is the second-largest jet service
carrier at Denver International Airport, employing approximately
5,000 aviation professionals.  Frontier Airlines' mainline
operation has 51 aircraft with one of the youngest Airbus fleets
in North America.  In conjunction with a fleet of 10 Bombardier
Q400 aircraft operated by Lynx Aviation -- a subsidiary of
Frontier Airlines Holdings, Inc. -- Frontier offers routes to more
than 50 destinations in the U.S., Mexico and Costa Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

The Debtors' exclusive period to file a plan of reorganization
will expire on October 9, 2009.  Their exclusive period to solicit
and obtain acceptances of that plan will expire December 9, 2009.

As reported by the TCR on August 14, Republic Airways Holdings,
Inc. has been declared the winning bidder in the auction to
acquire Frontier, beating Southwest Airlines.

Bankruptcy Creditors' Service, Inc., publishes Frontier Airlines
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Frontier Airlines Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GAMESTOP CORP: Weak Earnings Won't Affect Moody's 'Ba1' Rating
--------------------------------------------------------------
Moody's Investors Service stated that GameStop Corp.'s weak second
quarter earnings and its lowering of its fiscal 2009 diluted
earnings per share guidance has no immediate impact on its Ba1
Corporate Family Rating or the stable outlook.

Moody's last rating action for GameStop occurred on April 24,
2008, when its Corporate Family Rating was upgraded to Ba1 with a
stable outlook.

GameStop Corp. is the world's largest specialty retailer of video
game products and PC entertainment software.  The company operates
over 6,300 retail stores in 17 countries worldwide.  Revenues are
about $9 billion.


GATEHOUSE MEDIA: Payment Terms on 2007 Morris Deal Amended
----------------------------------------------------------
Morris Publishing Group, LLC, reports in a regulatory filing with
the Securities and Exchange Commission that on May 1, 2009, it
entered into a second amendment to a promissory note issued by
GateHouse Media related to GateHouse's acquisition of certain
newspapers.

During the fourth quarter of 2007, Morris completed the sale of 14
daily newspapers, three non-daily newspapers, a commercial
printing operation and other related publications to GateHouse.
The total purchase price was $115,000,000 plus reimbursement for
the net working capital.  Morris said the gain on sale was
$49,567,000, net of the $30,505,000 provision for income taxes.

During the first half of 2008, GateHouse sold for roughly
$9,500,000 seven publications acquired from Morris Publishing.

Morris said $105,000,000 was received at closing in cash, with the
remainder payable in the form of a one-year $10,000,000 promissory
note bearing interest at 8% per annum.  The note receivable was
unsecured and originally matured on November 30, 2008.  Morris
received $2,500,000 of the total working capital reimbursement at
closing with the remainder due prior to the promissory note's
maturity date.

At the end of 2008, Morris renegotiated the terms of the note
receivable, with GateHouse agreeing to pay the original
$10,000,000 note balance plus the $2,980,000 remaining net working
capital reimbursement over nine equal monthly installments,
together with interest at a rate of 8% per annum.  The first
$1,442,000 monthly payment, along with the accrued interest on the
working capital receivable, was made in December 2008.

During January 2009, the note was amended to postpone the
remaining monthly principal payments by three months, with the
next principal payment becoming due on April 15, 2009 and the
final payment due on November 15, 2009.  However, GateHouse failed
to pay the principal due on April 15, 2009; making only the
$78,000 interest payment.

Pursuant to the Second Amendment, GateHouse agreed to monthly
payments of interest (8.0% per annum) in arrears on the principal
amount then outstanding on the note beginning in January 2009 and
continuing through December 2009 while any part of the note
remains unpaid.  A principal payment of $1,500,000 (the remainder
of the net working capital adjustment) will be due and payable on
December 31, 2009.  Commencing in January 2010, monthly interest
payments of interest in arrears on the principal amount then
outstanding under the note, along with one-tenth of the principal
amount of the note shall be payable on the 15th of each month.
The note will be due and payable in full on October 15, 2010.

Morris, however, noted that given GateHouse's reported losses in
the last three years and its reported liquidity problems, Morris
is uncertain as to the timing of any future principal payments.

Morris Publishing Group, LLC -- http://morris.com/-- is a
privately held media company based in Augusta, Ga.  Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.


GATEHOUSE MEDIA: Posts $496.4 Million Net Loss for June 30 Quarter
------------------------------------------------------------------
GateHouse Media, Inc., posted a net loss of $496,467,000 for the
three months ended June 30, 2009, from a net loss of $443,250,000
for the same period a year ago.  GateHouse Media posted a net loss
of $528,387,000 for the six months ended June 30, 2009, from a net
loss of $472,040,000 for the same period in the prior year.

As of June 30, 2009, the Company had total assets of $625,035,000
and total liabilities of $1,385,765,000.  As of June 30, 2009, the
Company had stockholders' deficit attributable to GateHouse Media
of $760,508,000.

The Company reported total revenues of $151,500,000, which
represented a decline of 15.1% versus prior year.

Commenting on GateHouse Media's results, Mike Reed, Chief
Executive Officer, said, "While the recession continued to impact
our performance, we were pleased with the progress we were able to
make in the second quarter versus the first quarter of this year."

"During the second half of 2009 we aim to further stabilize our
cash flows through ongoing cost reductions.  We also aim to
strengthen our local market presence, improve our position as the
leading provider of local news and information in each market we
serve, execute on our local market digital strategy and position
the Company to emerge from this recession in a very strong
position."

On July 29, 2009, Linda A. Hill, Chief Accounting Officer and
Corporate Controller of GateHouse, informed the Company that she
would resign as an officer and employee of the Company effective
August 21.

                   Waiver Under Bridge Facility

On June 1, 2009, GateHouse entered into a Third Waiver to its
February 15, 2008 Bridge Facility with Barclays, as syndication
agent, sole arranger and book runner.  The 2008 Bridge Facility
provides for a $20,600,000 term loan facility that was initially
subject to extensions through August 15, 2009.

The Third Waiver waived compliance by GateHouse Media Intermediate
Holdco, Inc., a subsidiary of the Company, with the obligation to
pay the monthly payment which was due on May 31, 2009, in the
principal amount of $1,500,000 until June 12, 2009.

On June 12, 2009, GateHouse entered into a Third Amendment to the
2008 Bridge Facility.  The Third Amendment established a revised
amortization schedule for the outstanding balance due under the
2008 Bridge Facility which runs through February 12, 2011.  Bi-
monthly payments of $1,500,000 each under the revised amortization
schedule began in June 2009 with any remaining amounts due
February 12, 2011.  The agreement to prepay the 2008 Bridge
Facility in any month was amended to provide that GateHouse prepay
the 2008 Bridge Facility in any month, and only to the extent
that, the month end cash balance exceeds the revised Projected
Cash Balance by $4,000,000, starting in June 2009.

The Bridge Borrower also agreed to additional informational
document delivery requirements. In addition, the applicable "grace
period" for any failure to make a principal payment was extended
to 30 days.

The Company's February 27, 2007 Amended and Restated Credit
Agreement with a syndicate of financial institutions with Wachovia
Bank, National Association as administrative agent, imposes upon
the Company certain financial and operating covenants, including,
among others, requirements that the Company satisfy certain
financial tests, including a total leverage ratio if there are
outstanding extensions of credit under the revolving facility, a
minimum fixed charge ratio, and restrictions on its ability to
incur debt, pay dividends or take certain other corporate actions.
As of June 30, 2009, GateHouse was in compliance with the
covenants to the extent applicable.  Management believes that the
Company has adequate capital resources and liquidity to meet
working capital needs, borrowing obligations and all required
capital expenditures for at least the next 12 months.

"Although we are currently in compliance with all of our covenants
and obligations under the 2007 Credit Facility and the 2008 Bridge
Facility, due to restrictive covenants and conditions within each
of the facilities, we currently do not have the ability to draw
upon the revolving credit facility portion of the 2007 Credit
Facility for any immediate short-term funding needs or to incur
additional long-term debt," GateHouse said.

The 2007 Credit Facility initially provided for a $670,000,000
term loan facility which matures in August 2014, a delayed draw
term loan of up to $250,000,000 which matures in August 2014 and a
revolving credit agreement with a $40,000,000 aggregate loan
commitment available, including a $15,000,000 sub-facility for
letters of credit and a $10,000,000 swingline facility, which
matures in February 2014.

In February 2009, the Company amended the 2007 Credit Facility and
reduced the amounts available under the credit agreement, as
follows: (i) for revolving loans, from $40,000,000 to $20,000,000;
(ii) for the letter of credit subfacility, from $15,000,000 to
$5,000,000; and (iii) for the swingline loan subfacility, from
$10,000,000 to $5,000,000.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42b6

                       About GateHouse Media

Headquartered in Fairport, New York, GateHouse Media, Inc. (OTC:
GHSE) -- http://www.gatehousemedia.com/-- is one of the largest
publishers of locally based print and online media in the United
States as measured by its 89 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.


GENERAL MOTORS: Millions of Shares of Old GM Continue Trading
-------------------------------------------------------------
"Even though shares in what is now called Motors Liquidation Co.
-- which consists of the castoff assets that GM shed when it
emerged from bankruptcy earlier this summer -- carry warning
labels from Uncle Sam, some 26 million shares have changed hands
just in the past two days," New York Post said in August 21
report.

Motors Liquidation stock closed at $0.80 per share on August 21,
when 30,747,154 shares were traded during the day.  Some 12.5
million shares and 14 million shares traded hands Wednesday and
Thursday.

"This trade makes no sense whatsoever. People are buying [GM]
stock that's worth nothing," said trader and co-founder of
OptionMonster.com Jon Najarian. "But it wouldn't be the first time
the poor public is being played for chumps."

"It is the Company's strong belief that there will be no value at
all for common stockholders in the bankruptcy liquidation process,
even under the most optimistic of scenarios," Motors Liquidation
said in a SEC filing on August 4.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GOLDEN EAGLE: Posts $495,410 Net Loss for June 30 Quarter
---------------------------------------------------------
Golden Eagle International, Inc., filed its quarterly report on
Form 10-Q for the period ended June 30, 2009, with the Securities
and Exchange Commission on August 19, five days after stating it
would delay the filing of the 10-Q report.

Golden Eagle had said its Form 10-Q could not be filed without
unreasonable effort or expense due to compliance standards
required of both the U.S. parent company, as well as its wholly
owned Bolivian subsidiary, by recent legislation.

The Company reported net loss for the three-month period ended
June 30, 2009, increased by $92,010 to $495,410 from $403,400
during the same 2008 period.  The increase was primarily due to
the operating loss and the loss on valuation of derivative
liability.  Net loss for the six-month period ended June 30, 2009,
increased by $234,791 to $949,337 from $714,546 during the same
2008 period.  The increase was primarily due to allowance for
uncollectible receivables totaling $446,334 and the expense taken
for currency fluctuations related to the revaluation of fixed
assets in Bolivia totaling $117,263 and loss on valuation of
derivative liability of $226,618.

As of June 30, 2009, the Company had total net assets of
$7,557,245 compared to total assets of $6,123,914 as of December
31, 2008.  The assets include current assets, such as cash and
prepaid expenses.  The current assets increased to $1,955,427 as
of June 30, 2009 from $209,392 as of December 31, 2008.  As of
June 30, 2009, the Company had $2,725,398 in total liabilities.

Up until June 10, 2009, the Company was engaged in contract gold
milling operations in the state of Nevada in the United States.
It had entered into an agreement with Queenstake Resources USA,
Inc., a wholly owned subsidiary of Yukon-Nevada Gold Corp., to
operate the Jerritt Canyon gold mill located 50 miles north of
Elko, Nevada.  However, on June 10 that agreement was abruptly
terminated by Queenstake USA with 3 hours' notice and the Company
was compelled to engage in litigation in the Fourth District Court
for Elko County, Nevada, which is still pending, to enforce its
contractual rights.  The suit includes cross claims for damages
and performance obligations.

The Company said it has also been actively engaged in the search
for, and negotiations with, a company with sufficient oxide gold
resources with which it could joint venture, or enter into another
business relationship, that would result in the rehabilitation and
reconditioning of its Gold Bar mill located 25 miles northwest of
Eureka, Nevada, but it has not been successful in entering into
any such arrangement.

In addition, the Company have been involved in the business of
minerals exploration, mining and milling operations in Bolivia
through its Bolivian-based wholly owned subsidiary, Golden Eagle
International, Inc. (Bolivia); however the Company is engaged in
no operations in Bolivia at this time as certain of those
operations are suspended pending changes in the social/political
and mine taxing environments in Bolivia while it has terminated
its interest in other Bolivian projects.

                           Notes Payable

The Company owns two gold mills, neither of which is operating at
the present time.  The Gold Bar mill is collateral for a note
payable to an unaffiliated party in the original principal amount
of $220,000, which note was not paid when due.

The Company explained a note totaling $220,000 payable to Casco
Credit with an interest rate of 12% matured on March 24, 2009.  It
did not pay the note when it was due, and the creditor has not
demanded payment or declared default.  At the option of the
holder, the holder may declare a default which will result in the
note beginning to accrue interest at a default rate of 5% per
month.  The holder can seek to foreclose against the Gold Bar mill
located 25 miles north of Eureka, Nevada, which serves as
collateral.  As of June 30, 2009, the Company had accrued $13,019
in interest on the note.

On April 11, 2007, the Company entered into a convertible note
with its Chief Financial Officer with an effective date of
February 6, 2007, which represents the date it verbally made the
commitment.  The note covered the payment of contractual retention
bonuses payable in the Company's common shares to CFO Tracy A.
Madsen.  This note was for $50,000, had a term of 2 years, and was
convertible into 5,555,555 shares of the Company's common stock at
the closing price for the common stock on February 6, 2007, which
was $0.009.  As the market price and the conversion price on the
date of commitment were the same, no beneficial conversion feature
was applied.  The Board of Directors elected to use a convertible
promissory note to meet this retention bonus commitment because
the Company did not have sufficient common stock available and any
grant of its Series B shares to this officer would have granted
him a favorable treatment and a beneficial conversion interest
that would have violated the Company's Code of Conduct and Ethics.
As of June 30, 2009, the Company accrued interest totaling
$10,035.  On February 6, 2009 the maturity date of the note was
extended until May 9.  Then, on May 9, the note was again extended
through November 9.  On April 1, additional $25,000 in stock
payable per Mr. Madsen's employment contract was added to the note
for a total $75,000.

The Company has deferred wages payable to officers in the United
States in the amount of $150,541 and to employees in Bolivia in
the amount of $66,419.

                  Liquidity and Capital Resources

The Company's auditors issued a going concern opinion on its
audited financial statements for the fiscal year ended December
31, 2008, as the Company had a significant working capital deficit
and substantial losses since inception.  The Company said these
and other matters raise substantial doubt about its ability to
continue as a going concern.

"Due to our working capital deficit of $657,148 at June 30, 2009
and $1,117,599 at December 31, 2008, we are unable to satisfy our
current cash requirements for any substantial period of time
through our existing capital. We anticipate total operating
expenditures of approximately $1,000,000 pending adequate
financing over the next twelve months for general and
administrative expenses," the Company said.

"Our cash balance of $86,508 as June 30, 2009, is insufficient to
meet these planned expenses. In order to continue to pay our
expenses, we intend to generate revenue from our contract to
operate the Jerritt Canyon mill and may seek to raise additional
cash by means of debt and/or equity financings.  We have
substantial commitments as summarized under our Capital
Commitments and Requirements Section above that are subject to
risks of default and forfeiture of property and mining rights.  If
we are unable to meet our obligations, or negotiate satisfactory
arrangements, we may have to liquidate our business," the Company
added.

The Company also said if it has any liabilities that it is unable
to satisfy and it qualifies for protection under the U.S.
Bankruptcy Code, it may voluntarily file for reorganization under
Chapter 11 or liquidation under Chapter 7.  "Our creditors may
also file a Chapter 7 or Chapter 11 bankruptcy petition. If our
creditors or we file for Chapter 7 or Chapter 11 bankruptcy, our
creditors will take priority over our stockholders.  If we fail to
file for bankruptcy under Chapter 7 or Chapter 11 and we have
creditors; such creditors may institute proceedings against us
seeking forfeiture of our assets, if any," the Company said.

A full-text copy of the Company's financial report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42a5

                        About Golden Eagle

Headquartered in Salt Lake City, Utah, Golden Eagle International,
Inc., is engaged in contract gold milling operations in the state
of Nevada in the United States.  It has also been involved in the
business of minerals exploration, mining and milling operations in
Bolivia through its Bolivian-based wholly owned subsidiary, Golden
Eagle International, Inc. (Bolivia); however it is engaged in no
operations in Bolivia at this time as certain of those operations
are suspended pending changes in the social/political and mine
taxing environments in Bolivia while the Company has terminated
its interest in other Bolivian projects.  The Company has entered
into an agreement with Queenstake Resources USA, Inc., a wholly
owned subsidiary of Yukon-Nevada Gold Corp., to operate the
Jerritt Canyon gold mill located 50 miles north of Elko, Nevada.


GOOD DRINK: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Good Drink, Inc.
        7791 Main St.
        Hunter, NY 12442

Bankruptcy Case No.: 09-13108

Chapter 11 Petition Date: August 20, 2009

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

Judge: Chief Judge Robert E. Littlefield Jr.

Debtor's Counsel: Richard Croak, Esq.
                  314 Great Oaks Blvd
                  Albany, NY 12203
                  Tel: (518) 690-4410
                  Fax: (518) 690-4435
                  Email: richardcroak@richardcroak.com

Total Assets: $4,414,200

Total Debts: $241,857

A list of the Company's 12 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/nynb09-13108.pdf

The petition was signed by Bernard Zahn, vice president of the
Company.


GREATER ATLANTIC: Amends Tender Offer Statement on TruPS Buyback
----------------------------------------------------------------
Greater Atlantic Financial Corp., filed with the Securities and
Exchange Commission Amendment No. 1 to amend and supplement the
Company's Issuer Tender Offer Statement on Schedule TO originally
filed August 7, 2009.

Amendment No. 1 relates to the Company's offer to pay $1.05 per
share for the 6.50% Cumulative Convertible Trust Preferred
Securities of Greater Atlantic Capital Trust I.

The Company said this Issuer Tender Offer Statement on Schedule TO
is intended to satisfy the reporting requirements of Rule 13e-
4(c)(2) under the Securities Exchange Act of 1934, as amended.

As reported by the Troubled Company Reporter on August 20, 2009,
the directors of the Company and certain other holders that
collectively own 311,587 Securities have previously agreed to sell
to the Company their Securities for $0.01 per Security in
transactions entered into prior to the announcement of the tender
offer.  The holders agreed to accept $0.01 for each of their
Securities to allow for a greater amount of consideration to be
allocated to the remaining trust preferred holders in the tender
offer.

The tender offer is conditioned on a minimum of 505,040 Securities
being tendered.  If 505,040 Securities are not tendered and the
tender offer and the related merger transaction are not
consummated, it is unlikely that the Trust will have cash
available for any future cash distributions on the Securities.  In
that circumstance, the value of the Securities would be
significantly impaired and the Securities in all probability will
be worthless.

A full-text copy of Amendment No. 1 on Form SC TO-I/A is available
at no charge at http://ResearchArchives.com/t/s?42c4

A full-text copy of the Company's Offer to Purchase is available
at no charge at http://ResearchArchives.com/t/s?42c5

                     About Greater Atlantic

Greater Atlantic Financial Corp. is a bank holding company whose
principal activity is the ownership and management of Greater
Atlantic Bank.  The bank originates commercial, mortgage and
consumer loans and receives deposits from customers located
primarily in Virginia, Washington, D.C. and Maryland.  The bank
operates under a federal bank charter and provides full banking
services.

As of June 30, 2009, the Company had $204,596,000 in total assets
and $216,209,000 in total liabilities, resulting in $11,613,000 in
stockholders' deficit.

                        Going Concern Doubt

The Troubled Company Reporter reported on January 21, 2009, that
BDO Seidman, LLP, in Richmond, Virginia, in a letter dated
January 12, 2009, to the Board of Directors and Stockholders of
Greater Atlantic Financial Corp. expressed substantial doubt about
the company's ability to continue as a going concern.  The firm
audited the consolidated statements of financial condition of
Greater Atlantic Financial Corp. and its subsidiaries as of
September 30, 2008, and 2007 and the related consolidated
statements of operations, stockholders' equity (deficit),
comprehensive income (loss) and cash flows for each of the two
years in the period ended September 30, 2008.


GREDE FOUNDRIES: To Shut Down Wichita Plant This Year
-----------------------------------------------------
Grede Foundries, Inc. chairperson Richard Koenings said in a press
release that a plan would be implemented within the next six
months to have the Company's Wichita plant closed by spring 2010.

Daniel McCoy at Wichita Business Journal quoted Mr. Koenings as
saying, "Decisions like this are never easy and always difficult,
particularly because we do and have always cared a great deal
about our people.  Nevertheless, in order to restructure and
return to profitability in the future, it is necessary to realign
our production capacity to reflect the business environment and
utilize our resources in the best way possible."

According to Business Journal, Grede Foundries' Wichita facility
is its smallest unit and employs 90 people.

Grede Foundries also said that it will be closing a location in
Vassar, Michigan, Business Journal states.

Based in Reedsburg, Wisconsin, Grede Foundries, Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Company serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the United
States.

The Company filed for Chapter 11 on June 30, 2009 (Bankr. W. D.
Wis. Case No. 09-14337).  Daryl L. Diesing, Esq., Jerard J.
Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck
Dudek S.C., represent the Debtor in its restructuring efforts.
The Debtor selected Conway Del Genio Gries & Co. as restructuring
advisor; Leverson & Metz S.C. as special counsel; and Kurtzman
Carson Consultants LLC as claims agent.  The Debtor listed total
assets of $143,983,000 and total debts of $148,243,000.


GUARANTY BANK, AUSTIN: BBVA Compass Assumes All Deposits
--------------------------------------------------------
Guaranty Bank, Austin, TX was closed August 21 by the Office of
Thrift Supervision, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with BBVA
Compass, Birmingham, Alabama, to assume all of the deposits of
Guaranty Bank, excluding those from brokers.

Guaranty Bank had 103 branches in Texas and 59 branches in
California.  Former branches of Guaranty Bank will reopen during
normal banking hours starting tomorrow as branches of BBVA
Compass.  Depositors of Guaranty Bank will automatically become
depositors of BBVA Compass.  Depositors will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship to retain their deposit insurance
coverage. Customers should continue to use their existing branches
until BBVA Compass can fully integrate the deposit records of
Guaranty Bank.

As of June 30, 2009, Guaranty Bank had total assets of
approximately $13 billion and total deposits of approximately
$12 billion.  In addition to assuming all of the deposits of the
failed bank, BBVA Compass agreed to purchase $12 billion of the
failed bank's assets.  The FDIC will retain the remaining assets
for later disposition.

The FDIC and BBVA Compass entered into a loss-share transaction on
approximately $11 billion of Guaranty Bank's assets.  BBVA Compass
will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-sharing arrangement is projected
to maximize returns on the assets covered by keeping them in the
private sector.  The agreement also is expected to minimize
disruptions for loan customers.

BBVA Compass will purchase all deposits, except about $344 million
in brokered deposits, held by Guaranty Bank.  The FDIC will pay
the brokers directly for the amount of their funds.  Customers who
placed money with brokers should contact them directly for more
information about the status of their deposits.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-760-3641.  Interested parties can also
visit the FDIC's Web site at:

   http://www.fdic.gov/bank/individual/failed/guaranty-tx.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $3 billion.  BBVA Compass's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  Guaranty Bank is the 81st FDIC-insured
institution to fail in the nation this year, and the second in
Texas. The last FDIC-insured institution closed in the state was
Millennium State Bank of Texas, Dallas, July 2, 2009.

                          BBVA's Statement

BBVA Compass said the acquisition creates the 15th largest U.S.
commercial bank with approximately $49 billion in deposits and
operations in seven high growth markets in the Sunbelt including
Texas, Alabama, Arizona, California, Florida, Colorado and New
Mexico. The strategic acquisition significantly strengthens BBVA
Compass' existing presence in Texas, solidifying its ranking as
the 4th largest bank from 4.9% to 6.4% deposit market share in the
Lone Star state. The acquisition also extends BBVA Compass'
general banking business into the attractive, high growth
California market.

BBVA Compass said that acquired $12.0 billion of assets and
assumed $11.5 billion of deposits from Guaranty Bank.

"This compelling transaction makes excellent strategic sense and
represents an exciting growth opportunity for BBVA Compass as we
continue to build the leading banking franchise in the high growth
Sunbelt Region," said Jose Maria Garcia Meyer, BBVA Country
Manager-U.S. and Chairman of BBVA Compass.  "The increase in our
branch distribution network further strengthens our Retail Banking
unit while also providing benefits to our other business lines
including Corporate Banking, Commercial Banking, Insurance and
Wealth Management groups."

This acquisition further confirms BBVA's well-defined strategy of
growth and development of its U.S. franchise in the attractive
Sunbelt Region.  In addition, this transaction further solidifies
BBVA Compass' funding and liquidity positions.  BBVA Compass will
maintain regulatory capital ratios at a level which exceeds "well-
capitalized" guidelines, and the impact to BBVA's capital ratios
will be immaterial.

Garcia Meyer continued, "The success of our bid for Guaranty also
provides convincing evidence of the strength and stability of BBVA
Compass. This transaction further demonstrates the BBVA Group's
clear commitment in building its U.S. franchise.  BBVA's
principles-based business model, sound risk management and strong
capital position has resulted in superior performance during this
difficult operating environment - providing BBVA the ability to
invest in its franchise when strategic and financially attractive
opportunities present themselves."

"We would like to welcome Guaranty's 300,000 customers to the BBVA
Compass family," said Manolo Sanchez, President and CEO of BBVA
Compass.  "I look forward to working with Guaranty's exceptional
team of employees.  Our number one priority together is a seamless
experience for Guaranty customers, continuing to deliver
personalized service by local bankers and ensuring that it is
business as usual with no interruption in service."

Mr. Sanchez stated, "We expect to integrate Guaranty to our
operating systems and product platforms early in 2010, if not
before.  At that time, Guaranty customers will be able to take
advantage of a larger branch network while enjoying access to a
broader array of innovative banking, insurance and investment
products and services.  Until then, they can rest assured knowing
that they are now part of a larger organization that is considered
one of the safest banks in the world."

BBVA Compass was advised in the transaction by J.P. Morgan
Securities Inc. and Cleary Gottlieb Steen & Hamilton LLP.

                        About BBVA Compass

BBVA Compass is a Sunbelt-based financial institution that
operates 767 branches including 411 in Texas, 92 in Alabama, 84 in
California, 77 in Arizona, 45 in Florida, 36 in Colorado and 22 in
New Mexico. BBVA Compass is the 15th largest U.S. commercial bank
based on deposit market share and ranks among the largest banks in
Texas (4th), Alabama (3rd) and Arizona (5th).

BBVA Compass is a subsidiary of Compass Bancshares, Inc., a wholly
owned subsidiary of BBVA BBV (MAD: BBVA). BBVA is a financial
services group with more than $750 billion in total assets, 48
million clients, 8,000 branches and approximately 108,000
employees in more than 30 countries. BBVA ranks among the top
seven largest financial institutions in the world based on market
capitalization and 13th in Global Finance magazine's list of the
"World's 50 Safest Banks" for 2009. BBVA provides its customers
around the world with a full range of financial services,
including commercial and wholesale banking, retail banking
services, consumer loans, mortgages, credit cards, securities
brokerage, wealth management, pension plan management and
insurance. The BBVA Group maintains a leadership position in
Spain, Mexico, Latin America and the Sunbelt Region of the United
States as well as operations in China, France, Germany, Hong Kong,
Italy, Japan, Singapore, Switzerland and the United Kingdom.


HAIGHTS CROSS: Has Deal-in-Principle with Lenders, Sr. Noteholders
------------------------------------------------------------------
Haights Cross Communications, Inc., has reached an agreement-in-
principle with holders of 100% of the Company's senior secured
term loan and holders of more than 80% of the Company's Senior
Notes pursuant to which the Company will pursue, among other
things, a restructuring of the Company's 11-3/4% Senior Notes,
12-1/2% Senior Discount Notes and Credit Agreement.  No changes in
the Company's operating businesses, Triumph Learning and Recorded
Books, are planned in the restructuring and the Company
anticipates doing business under normal vendor trade terms with
all of its operating partners.

Paul J. Crecca, HCC's President and Chief Executive Officer,
commented:  "Triumph Learning and Recorded Books plan to continue
operations as normal through the Haights Cross debt restructuring
process.  We will continue to acquire rights and publish new
products, market and sell all our products to all customer
segments, and plan to continue to pay our vendors, licensors and
employees on a timely basis.  Once the restructuring of the
Haights Cross debt is complete, the enterprise will be
significantly deleveraged, a very positive outcome for our
businesses."

Triumph Learning is HCC's test-preparation and intervention
business and is comprised of its Coach, Buckle Down, and Options
brands.  Recorded Books is a leading publisher of unabridged
audiobooks and other audio media for libraries, schools, and
consumers, with operations in the U.S., U.K. and Australia.

              Lenders Extend Forbearance Thru Aug. 28

On August 20, 2009, the Company entered into an extension of the
Fourth  Forbearance Agreement and Amendment dated May 7, 2009,
with the lenders under the credit agreement for its senior secured
term loan and DDJ Capital Management, LLC, as administrative agent
and collateral agent for the Lenders.  the Company and Haights
Cross Operating Company, its subsidiary, executed on June 17, a
commitment letter with certain of the lenders and Agent.  Pursuant
to the Commitment Letter, certain of the lenders had made
commitments to effectuate a restructuring of the Credit Agreement.
The lenders' commitment was subject to the satisfaction or waiver
of certain conditions, including the negotiation, execution and
delivery of definitive documents.  The Commitment Letter
terminated upon the deadline for the funding of the facility on
August 17.

Under the Forbearance Agreement as extended on August 20, the
Lenders agreed to forbear exercising any rights and remedies under
the Credit Agreement related to the Company's taking advantage of
the applicable 30-day grace period with respect to payment of the
semi-annual interest payments due August 3 on the Company's
Discount Notes and due August 17 on the Company's Senior Notes.

The Lenders agreed to forbear exercising any rights and remedies
under the Credit Agreement until the earliest of (i) August 28,
2009; (ii) the occurrence of an event of default under the Credit
Agreement other than those events covered by the Forbearance
Agreement; (iii) the occurrence or existence of any event of
default under either of the indentures for the Company's Senior
Notes and Discount Notes; or (iv) the Lenders in good faith
provide notice to the Agent that the Company is not negotiating in
good faith to consummate a restructuring.  Upon expiration of the
forbearance period, the Forbearance Agreement will be immediately
and automatically terminated and be of no further force or effect.

In connection with the extension of the Forbearance Agreement, the
Lenders earned a forbearance fee equal to 6% of the outstanding
amount of the senior secured term loan, plus accrued and unpaid
interest on the loan, plus 1% of the amount of the senior secured
term loan acquired by certain holders with whom the Company is in
discussions.  Two-thirds of the 6% Fee was payable upon execution
of the extension of the Forbearance Agreement, and the remainder
of the Forbearance Fee was added to the principal amount of the
senior secured term loan subject to the Credit Agreement.

                  Termination of Exchange Offer,
                       Consent Solicitation

The Company terminated its Private Offer to Exchange and Consent
Solicitation to qualified investors to exchange the Company's
Discount Notes for shares of common stock of the Company.  Prior
to the termination of the Exchange Offer, the Company had not
received the requisite threshold of tenders.  No further tenders
of Discount Notes will be accepted and any Discount Notes
previously tendered pursuant to the Exchange Offer and not
withdrawn will be promptly returned to the tendering holder
thereof or credited to the account maintained at the depository
from which such Discount Notes were tendered, as applicable.

The Company makes no assurance that it will be successful in
consummating the restructuring on favorable terms, if at all.  The
consummation of the restructuring will be subject to the
completion of definitive transaction documents and be subject to
various closing conditions contained therein.  In the event that
the Company is not able to successfully complete the
restructuring, it intends to explore all other restructuring
alternatives available to it at that time.  The Company makes no
assurance that any alternative restructuring arrangement or plan
could be accomplished.

                About Haights Cross Communications

Founded in 1997 and based in White Plains, NY, Haights Cross
Communications -- http://www.haightscross.com/-- is a premier
educational and library publisher dedicated to creating the finest
books, audio products, periodicals, software and online services,
serving the following markets: K-12 supplemental education, public
and school libraries, and consumers.  Haights Cross companies
include: Triumph Learning, Buckle Down Publishing and Options
Publishing, and Recorded Books.


HALCYON HOLDING: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Halcyon Holding Group, LLC
           aka The Halcyon Company
        8455 Beverly Blvd, Suite 600
        Los Angeles, CA 90048

Case No.: 09-31854

Chapter 11 Petition Date: August 17, 2009

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Scott F. Gautier, Esq.
            10100 Santa Monica Blvd., Ste. 1450
            Los Angeles, CA 90067
            Tel: (310) 552-3100
            Email: sgautier@pwkllp.com

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

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

The petition was signed by Derek Anderson or Victor Kubicek, the
company's co-CEO.

Debtor's List of 16 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Greenberg Traurig LLP          Legal services         $437,619
2450 Colorado Avenue
Suite 400E
Santa Monica, CA 90404

Glaser, Weil, Fink, Jacobs,    Legal services         $120,673
Howard & Shapiro LLP

Jennings, Strouss &            Legal services         $117,692
Salmon, PLC

Martine Berreiter              Consultant services    $100,000

O'Melveny & Myers              Legal services         $96,566

DDA Public Relations Ltd.      Service contract       $50,035

Electric Shepherd Productions  Contract               $41,667

Mitzvah Enterprises, Inc.      Contract               $41,548

C2 Pictures LLC                Contact obligation     $25,000

Mitchell Silberg & Knupp LLP   Legal services         $18,865

Todd Smith, Esq.               Legal services         $17,040

Liberate Inc.                  Contract               $15,000

Arthur H. Barens               Legal services         $3,765

Law Office of Ian J. Friedman  Legal services         $2,800

American Express               Credit Card            $697

Business Affairs, Inc.         Legal services         $580


HCA INC: Bank Debt Trades at 6% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which HCA, Inc., is a
borrower traded in the secondary market at 93.07 cents-on-the-
dollar during the week ended Friday, Aug. 21, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.80 percentage points
from the previous week, The Journal relates.  The loan matures on
Nov. 6, 2013.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 21, among the 147 loans
with five or more bids.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

As reported by the TCR on August 4, 2009, Moody's Investors
Service assigned a 'Ba3' (LGD3, 32%) rating to HCA Inc.'s proposed
offering of $750 million of first lien senior secured notes.
Moody's also affirmed the existing ratings of HCA, including the
'B2' Corporate Family and Probability of Default Ratings.  The
outlook for the ratings is stable.


HEALTH MANAGEMENT: Bank Debt Trades at 6% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Health Management
Associates Inc. is a borrower traded in the secondary market at
93.03 cents-on-the-dollar during the week ended Friday, Aug. 21,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.66 percentage points from the previous week, The Journal
relates.  The loan matures on Feb. 28, 2014.  The Company pays 175
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B1 rating and Standard & Poor's BB- rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Aug. 21, among the 147 loans with five or more bids.

Headquartered in Naples, Florida, Health Management Associates is
an owner and operator of acute-care hospitals in non-urban
settings.  The company provides inpatient services such as general
surgery, and oncology as well as outpatient services such as
laboratory, x-ray and physical therapy services.  In addition,
some facilities also offer specialty services such as cardiology,
radiation therapy and MRI scanning.

Health Management carries a 'B1' long term corporate and
probability of default ratings, with stable outlook, from Moody's,
a 'B+' issuer credit ratings, with negative outlook, from Standard
& Poor's, and a 'B+' long term issuer default rating, with stable
outlook, from Fitch.


HEALTH NET: S&P Downgrades Counterparty Credit Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
counterparty credit rating on Woodland Hills, California-based
Health Net Inc. to 'BB-'from 'BB'.  At the same time S&P affirmed
its 'BBB-' financial strength and counterparty credit ratings on
Health Net Inc.'s core operating subsidiaries, Health Net of
California Inc. and Health Net Life Insurance Co.  The outlook on
all of the ratings remains negative.

Health Net's subsidiary, Health Net Federal Services, currently
has a contract with the U.S. Department of Defense for the TRICARE
North Region.  This contract, however, has not been renewed,
effective April 1, 2010.  "Lowering the counterparty credit
ratings reflects the loss of the TRICARE contract, which
effectively eliminates unregulated cash flows to the holding
company and reduces the company's financial flexibility," said
Standard & Poor's credit analyst Neal Freedman.

For 2009, S&P had expected the contract to make up about 40% of
the firm's pretax GAAP (generally accepted accounting principals)
operating earnings, which is roughly consistent with Health Net's
historical run rate for this line of business.

Excluding special charges related to Health Net's expense
repositioning initiatives ($60 million-$70 million), S&P expects
2009's consolidated pretax GAAP operating earnings to total
$380 million-$410 million, reflecting a return on revenue of about
2.5%.  Excluding Medicare Part D prescription drug plan
enrollment, S&P expects the company's 2009 health plan enrollment
to decline 1%-3% over 2008, reflecting a 3%-5% decrease in
commercial risk enrollment that is partially offset by a 4%-5%
increase in Medicaid enrollment.  S&P expects Health Net's
capitalization to remain adequate for the rating level since
reduced dividends from the operating companies to the parent
offset diminished operating performance.

Debt leverage (including postretirement benefit and operating
lease obligations) likely will remain at less than 40% in 2009.
S&P expects EBITDA interest coverage (including imputed interest
on operating lease obligations) of about 8.0x and debt service
coverage (including scheduled principal repayments on the
company's $175 million amortizing financing facility due 2012) of
5.0x-5.5x.

"If Health Net's 2009 pretax GAAP operating income falls below
S&P's currently forecasted $380 million-$410 million, or if the
company accrues any additional material nonoperating charges, S&P
likely would lower the ratings by one notch," Mr.  Freedman added.


HEALTH NET: S&P Withdraws 'BB' FSR Following Merger
---------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on Health
Net Insurance of Connecticut Inc. by withdrawing it.

This company was merged into Health Net Life Insurance Co.
(BBB-/Negative/--) and no longer exists as a separate entity.

                           Ratings List

             Health Net Insurance of Connecticut Inc.

                                   To        From
                                   --        ----
      Financial strength rating    NR        BB/Negative/--


HEARTLAND INC: Posts $34,116 Net Loss for June 30 Quarter
---------------------------------------------------------
Heartland, Inc., reported revenue for the quarter of
$22.8 million, compared to $6.2 million reported in the 2008
quarter.  Operating loss was $43,730 compared to operating income
of $416,578 in 2008.

For the quarter, the company reported a net loss of $34,116 or
$0.00 per diluted share ($0.00 per basic share), compared to a
gain of $414,687 or $.01 per diluted share ($0.01 basic share)
reported in the second quarter ended June 30, 2008.

Increased revenue for the quarter primarily reflects the
acquisition of Lee Oil Company, which was completed in October
2008.

Income was reduced by the cost associated with the startup of the
Heartland Steel subsidiary, non-cash stock compensation costs, and
overhead costs of the combined businesses.

"Despite an environment as challenging as we have seen in decades,
Lee Oil and Mound Technologies were profitable for the quarter,
with operating income of $287,000 and $210,000 respectively," said
Terry Lee, Chairman of Heartland.  "In addition, it is important
to note that the revenue from Lee Oil provides important cash flow
on a month to month basis that complements the cyclicality of the
other businesses of Heartland.

"We have reported in the past that Heartland Steel is in its start
up phase of development.  A first-class steel service center
facility is currently under construction in Washington Court
House, Ohio, and is expected to be fully operational by the fall
of 2009.  Management and operational staff have begun important
sales and marketing initiatives, and produced over half a million
dollars in revenue in the first half of 2009.  We fully expect
Heartland Steel will be a key driver for Heartland with the steel
service and distribution business being a focus for future growth
opportunities for our company.

"We are encouraged by our progress," concluded Mr. Lee.  "Our
strategy of building businesses with synergistic opportunities run
by experienced managers will remain a defining characteristic of
our company as we grow our business and create shareholder value."

For the six month period ended June 30, 2009, the company reported
revenue of $42.5 million compared to $10.2 million reported in the
comparable 2008 period.  Operating income was $197,223 compared to
$816,792 in the six month period ended June 30, 2008.

Net income per share for the six month period was $62,111 or $.00
per share, basic and diluted, compared to $801,631 or $.02 per
share basic and diluted for the 2008 six month period.

Subsequent to the end of the quarter, the Company secured a line
of credit in the amount of $1.2 million from Citizens Bank of
Tazewell, Tennessee.

"This loan will help us finish the construction of the Heartland
Steel facility and provide working capital and inventory as
Heartland Steel moves toward profitability in 2010," said Mr. Lee.

As of June 30, 2009, the Company had $25.0 million in total assets
and $19.4 million in total liabilities.  As of June 30, 2009, the
Company had accumulated deficit of $12.5 million.

As of June 30, 2009, the Company believes that cash on hand, cash
generated by operations, and available bank borrowings will be
sufficient to pay trade creditors, operating expenses in the
normal course of business, and meet all of its bank and
subordinate debt obligations for the next 12 to 24 months.

Due to the current price of its common stock, the Company said it
does not expect to fund future projects through the issuance of
shares but rather will fund such projects through cash on hand and
financing, if available.

                       Going Concern Doubt

Meyler & Company LLC, in Middletown, New Jersey, expressed
substantial doubt about Heartland Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's loss from continuing operations of
$1,090,267 in 2007 and accumulated deficit of $14,958,608 at
Dec. 31, 2007.  In addition, the auditing firm said that there are
existing uncertain conditions which the company faces relative to
its obtaining capital in the equity markets.

                       About Heartland Inc.

Middlesboro, Kentucky-based Heartland, Inc. (OTC BB: HTLJ) is a
holding company with three subsidiaries.  Mound Technologies is a
full service structural and miscellaneous steel fabricator located
in Springboro, Ohio.  Lee Oil Company services and sells over 40
million gallons of petroleum product annually through a
combination of retail and wholesale operations.  Heartland Steel,
Inc., is a new venture which will operate a structural steel
service center in Washington Court House, Ohio beginning in 2009.

This concludes the Troubled Company Reporter's coverage of
Heartland Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


HUNTER DEFENSE: Moody's Affirms Corporate Family Rating at 'B2'
---------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family and
probability of default ratings of Hunter Defense Technologies,
Inc.  The ratings outlook is stable.

The B2 rating reflects a small revenue base, high leverage, risks
from high customer and product concentration, and sole-source
status that many of Hunter's heater and CBRN filter products hold
with the U.S. Department of Defense.

The affirmation recognizes that despite Hunter's $15 million of
internally funded, FY2009 acquisitions, return and leverage metric
improvements have been limited.  Moody's notes that operating
margin has been below expectation partly due to a lower than
expected volume of tactical shelter sales, and some concern exists
that Hunter's attainment of a higher operating margin may prove
difficult.  Nevertheless, the company's good cash flow generation
ability should enable a good level of debt reduction.

The stable outlook reflects an expectation of good continued cash
flow generation, an adequate liquidity profile, and improving but
modest profits.

In addition to the aforementioned, these ratings have been
affirmed:

* $20 million first lien revolver due August 2013 B1, LGD 3, 34%

* $156 million first lien term loan B due August 2014 B1, LGD 3,
  34%

* $80 million second lien term loan due August 2015 Caa1, LGD 5,
  85%

Moody's last rating affirmed Hunter's B2 corporate family rating
on November 18, 2008.

Hunter Defense Technologies, Inc., headquartered in Solon, OH, is
a provider of tactical shelters, chemical, biological,
radiological, nuclear filters and collective protective systems,
and mobile power and temperature control equipment for the U.S.
military and Homeland Security.  Annual revenues approximate
$270 million.


HERTZ CORP: Bank Debt Trades at 5% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which The Hertz
Corporation is a borrower traded in the secondary market at 94.57
cents-on-the-dollar during the week ended Friday, Aug. 21, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.18
percentage points from the previous week, The Journal relates.
The loan matures on Dec. 21, 2012.  The Company pays 150 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba1 rating and S&P's BB- rating.  The debt is one
of the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Aug. 21, among the
147 loans with five or more bids.

The Hertz Corporation, a subsidiary of Hertz Global Holdings,
Inc.(NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.

In July, Fitch Ratings downgraded Hertz Corporation's Issuer
Default Rating to 'BB-' from 'BB', and Moody's Investors Service
lowered Hertz's Corporate Family Rating and Probability of Default
to 'B1' from 'Ba3'.


HUMBOLDT CREAMERY: Sells Business for $20.5 Million
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
in Santa Rosa, conditionally authorized the sale of certain assets
of Humboldt Creamery to Foster Dairy Farms of Modesto, California.
The assets sold include the Company's processing plant in
Fernbridge, California and the frozen distribution center in
Stockton, California.  The transaction is expected to close on
August 26, 2009.  The condition of a final sale is approval of a
term sheet among the creditor's committee and Humboldt's bank
lending group on August 25, 2009.

"The Humboldt Creamery assets are a great complement to our
existing business," commented Jeff Foster, CEO and President of
Foster Dairy Farms. "We look forward to building an integrated
business that carries forward our longstanding tradition of
quality products and excellent service."

Foster Dairy Farms is family owned and has been operating in
California since 1941.  The company is led by Jeff Foster,
grandson of the founders.  Foster Dairy Farms produces fluid milk,
juices, butter, ice cream, cottage cheese, sour cream, and
powdered milk under multiple brands including the Crystal dairy
brand.  The company is looking forward to expanding its reach to
include the Humboldt Creamery assets.

Headquartered in Fortuna, California, Humboldt Creamery, LLC --
http://www.humboldtcreamery.com/-- filed for Chapter 11 on April
21, 2009 (Bankr. N.D. Calif. Case No. 09-11078).  Ori Katz, Esq.,
at Sheppard, Mullin, Richter and Hampton, represents the Debtor in
its restructuring efforts.  The Debtor disclosed total assets and
debts from $50 million to $100 million.


HVR SO. MIDWAY: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: HVR So. Midway, LLC
        576 S. Center St.
        Midway, UT 84049

Bankruptcy Case No.: 09-28852

Chapter 11 Petition Date: August 20, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Debtor's Counsel: Knute Rife, Esq.
                  Wrona Law Offices
                  11650 S. State, Suite 103
                  Draper, UT 84020
                  Tel: (801) 676-5252
                  Email: karife@rifelegal.com

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

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

A list of the Company's 15 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/utb09-28852.pdf

The petition was signed by W. Richard Sanders, manager of the
Company.


INDIAN VALLEY: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Indian Valley, LLC
        1100 Cabro Ridge
        Novato, CA 94947

Bankruptcy Case No.: 09-12640

Chapter 11 Petition Date: August 20, 2009

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: David N. Chandler, Esq.
                  Law Offices of David N. Chandler
                  1747 4th St.
                  Santa Rosa, CA 95404
                  Tel: (707) 528-4331
                  Email: DChandler1747@yahoo.com

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

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

A list of the Company's 7 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/canb09-12640.pdf

The petition was signed by Barry Sgarella, member of the Company.


JL FRENCH: Gets Green Light to Solicit Acceptances of Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the adequacy of the disclosure statement for J.L. French
Automotive Castings, Inc., et al.'s first amended joint plan of
reorganization, dated July 20, 2009.  All ballots must be received
by August 31, 2009, at 4:00 p.m.

A hearing to confirm the Plan will commence of September 3, 2009,
at 10:00 a.m.  Objections to the confirmation of the plan must be
filed no later than August 31, 2009, at 4:00 p.m.

                      Summary of Plan Terms

The Plan is premised upon substantively consolidating certain of
the Debtors for the limited purposes of confirming and
consummating the Plan.  The Plan contemplates a restructuring of
the Debtors' obligations such that these will be reduced by more
than $240 million.

DIP Facility claims are unimpaired and unclassified claims.  On
the Plan's Effective Date, the Reorganized Debtors will either:

(i) repay the DIP Facility claims in full in cash from the
     proceeds of an exit facility to be consummated pursuant to
     the terms and conditions of the Third Party Exit Credit
     Documents, or

(ii) with the consent of the Requisite Lenders, which consent may
     be withheld or delayed in their sole discretion, the
     Reorganized Debtors will jointly and severally assume, as
     borrower or guarantors, all of the actual or contingent DIP
     Facility claims, and the terms and conditions of the DIP
     Facility claims will be amended and restated as provided in
     the DIP Facility Exit Credit Documents.

Each holder of a general unsecured claim under Class 5, but not
including the Interest Swap claims and the WYC claims, will
receive his pro rata share of the $120,000 Class 5 Recovery, in
full and final satisfaction of each such allowed Class 5 claim.
The holder of the Interest Swap claims will receive an allowed
general unsecured claim in the amount of $1 million and will
receive the Morgan Stanley Exit Swap in full and final
satisfaction of the Interest Rate Swap claims.  The holder of the
WYC claims will receive $10,000.00 in full and final satisfaction
of the WYC claims.

Preferred Equity Interests under Class 6 and Common Equity
Interests under Class 7 will be deemed cancelled and will receive
no distribution under the Plan.

First Lien claims under Class 3 will receive:

  (i) the holder of an allowed Class 3 claim that is a First Lien
      Revolver lender will receive the CapitalSource Exit Secured
      note, which secured grid promissory note will be in an
      initial principal amount of the First Lien Revolving
      Lender's allowed Class 3 claim, will provide for an increase
      in the principal amount thereof in the event there is a
      drawing on any letter of credit entitled to the benefit of
      the First Lien Facility and outstanding immediately prior to
      the petition date in the amount of said drawing, will be for
      a term ending on November 14, 2013, on terms and conditions
      set forth in the CapitalSource Exit Secured Note.

(ii) each holder of an allowed Class 3 claim that is a First Lien
      Term Lender will receive its pro rata share of 95% of the
      Distribution Shares;

(iii) all fees, costs and expenses of the First Lien Agents and
      their respective predecessors-in-interest that are
      outstanding as of the Effective Date will be paid in full.

Second Lien claims in Class 4 will receive its pro rata share of:

  (i) 5% of the Distribution shares;

(ii) the Class 4 Warrants;

(iii) all fees, costs and expenses of the Second Lien Agents and
      its predecessors-in-interest that are outstanding as of the
      Effective Date will be paid in full.

The Distribution Shares refers to the roughly 1 million shares of
new common stock to be issued on the Effective Date and
distributed to holders of allowed first lien claims and holders of
allowed second lien claims.

                 First Lien and Second Lien Debt

The Debtors owe the First Lien Lenders roughly $154 million under
various term loans and roughly $50 million in revolving loans.
CapitalSource Finance LLC is the revolving loan administrative
agent, Wilmington Trust FSC is the term loan administrative agent
and collateral agent for the First Lien Lenders.  The Debtors'
obligations to the First Lien Lenders are secured by: (a) all of
the membership interests in J.L. French's direct and indirect
domestic restricted subsidiaries; (b) 65% of the voting power of
capital stock of J.L. French's first-tier, wholly owned foreign
subsidiaries and 100% of the non-voting stock in certain of such
first-tier, wholly owned subsidiaries; (c) substantially all of
the Debtors' present and future property and assets; (d) the
proceeds of the property and assets.

Roughly $60 million is owed to Second Lien Lenders, secured by
substantially the same collateral of the First Lien Lenders.

                Summary of Claims and Interests

The Plan places the various claims against and interests in the
Debtors into 7 classes:

                                               Estimated      %
Class        Description          Treatment  Allowed Amt.   Rec.
-----        -----------          ---------  ------------   ----
   1   Other Priority Claims       Unimpaired   $2,953,435   100%
   2   Other Secured Claims        Impaired     $3,332,329   100%
   3   First Lien Claims           Impaired   $210,179,534    56%
   4   Second Lien Claims          Impaired    $64,052,559    10%
   5   General Unsecured Claims    Impaired     $1,623,153   7.4%
   6   Preferred Equity Interests  Impaired                    0%
   7   Common Equity Interests     Impaired                    0%

The Debtors are soliciting votes only from holders of claims in
Classes 3, 4, and 5.  Classes 1 and 2, which are unimpaired, are
conclusively presumed to have accepted the Plan.  The Debtors are
not seeking votes from Preferred Equity Interests in Class 6 and
Common Equity Equity Interests in Class 7 as the holders of these
equity interests are deemed to have rejected the Plan.

A full-text copy of the disclosure statement for the Debtors'
first amended plan of reorganization is available for free at:

             http://bankrupt.com/misc/jlfrench.ds.pdf

                        About J.L. French

Based in Sheboygan, Wisconsin, J.L. French Automotive Castings
Inc. -- http://www.jlfrench.com/-- supplies aluminum die castings
specializing in powertrain and automotive components.  The Company
has four manufacturing locations around the world including plants
in the United States, and Spain.  The Company has six engineering/
customer service offices to globally support its customers near
its regional engineering and manufacturing locations.  The Company
began making aluminum die castings in 1968 in Sheboygan, Wisconsin
as a small, family owned business and is now an industry leader in
technical resources.

The Company and six of its affiliates filed for Chapter 11
protection on July 13, 2009 (Bankr. D. Del. Lead Case No.
09-12445).  Pachulski Stang Ziehl & Jones LLP, and Milbank, Tweed,
Hadley & McCloy LLP, represent the Debtors in their restructuring
efforts.  The Debtors selected BMC Group Inc. as claims agent;
Conway MacKenzie & Dunleavy Inc. as financial advisor; Houlihan
Lokey Howard & Zukin Capital Inc. as investment banker.  The U.S.
Trustee for Region 3 has not appointed creditors to serve on the
Official Committee of Unsecured Creditors.  When the Debtors
sought for protection from their creditors, they listed between
$100 million and $500 million each in assets and debts.


JOE GIBSON: Settling Customers Turning in Vehicles for Trade
------------------------------------------------------------
Meghan Fisher at WSPA reports that some customers who received
settlements from a lawsuit against Joe Gibson Corp. are turning in
their vehicles for trade on Friday and Saturday.

As reported by the Troubled Company Reporter on July 3, 2009, the
Hon. Helen E. Burris of the U.S. Bankruptcy Court for the District
of South Carolina approved Joe Gibson's settlement with customers
duped by fraudulent advertising and financing methods to recover
damages.  Joe Gibson customers had sued the Joe Gibson's Suzuki,
claiming "false, misleading and deceptive" advertising, as they
were led to believe their monthly car payments would be as low as
$47 when they purchased a car from the dealership, but were hit
with much higher payments after a few months.

According to WSPA, the lawyers will look over the car for damage
and customers could be docked for any intentional damage.  WSPA
relates that if the car passes inspection, they will receive
paperwork for the trade.  WSPA states that lenders have three days
to determine how much money the consumer will receive.

Joe Gibson's Auto World, Inc., and Joe Gibson Automotive, Inc.,
filed separate voluntary petitions under Chapter 11 on July 16,
2008 (Bankr. D. S.C. Case Nos. 08-04215 and 08-04216).  G. William
McCarthy, Jr., Esq., represents the Debtors in their restructuring
efforts.  When Joe Gibson's Auto World, Inc., filed for protection
from its creditors, it listed assets of between $1,000,0000 and
$10,000,000, and debts of between $10,000,0000 and $50,000,000.


JOHN WHITNEY: U.S. Trustee Sets Meeting of Creditors for Sept. 3
----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in John Harvey Whitney, Jr.'s Chapter 11 case on Sept. 3, 2009, at
9:00 a.m.  The meeting will be held at 725 S Figueroa St., Room
2610, Los Angeles, California.

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

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

Los Angeles, California-based John Harvey Whitney, Jr. filed for
Chapter 11 on Aug. 3, 2009 (Bankr. C.D. Calif. Case No. 09-30258).
Jerome Bennett Friedman, Esq., represents the Debtor in his
restructuring efforts.  The Debtor did not file a list of its 20
largest unsecured creditors when it filed its petition.  In his
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in debts.


JOHNSON DAIRY: Bankruptcy Court Approves Sale of Cows
-----------------------------------------------------
Northern Colorado Business Report says that the Hon. Judge Sidney
Brooks of the U.S. Bankruptcy Court for the District of Colorado
has granted Johnson Dairy, LLC's owner, John Johnson, to sell its
cows for slaughter under the Cooperatives Working Together, the
herd reduction program of the National Milk Producers Federation
aimed at helping dairy operators limit production and increase
depressed milk prices.

According to NCBR, Johnson Dairy will cull most of its cows.

NCBR relates that Judge Brooks requires Johnson Dairy to deposit
the proceeds of the sale into a segregated interest-bearing
account and forbids the Company from using any of the sale
proceeds until further order of the Court.

Headquartered in Eaton, Colorado, Johnson Dairy LLC --
http://www.johnstondairyfarm.com-- is a family-owned dairy
company.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on January 8, 2009 (Bankr. D. Colo. Case No. 09-10201).
Darrell G. Waas, Esq., Jeffrey Weinman, Esq., William A. Richey,
Esq., and Weinman & Associates, P.C., assist the Debtors in their
restructuring efforts.  Otten Johnson Robinson Neff & Ragonetti is
Johnson Dairy's special counsel.  Lee M. Kutner, Esq., at Kutner
Miller Brinen, P.C., is John Johson's Counsel.

Johnson Dairy listed $10 million to $50 million in assets and
$50 million to $100 million in liabilities.  John D. Johnson
listed $50 million to $100 million in assets and $50 million to
$100 million in liabilities.


LABELCORP HOLDINGS: S&P Gives Negative Outlook, Affirms 'B' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on LabelCorp Holdings Inc. to negative from stable.  At
the same time, S&P affirmed all ratings on the company including
the 'B' corporate credit rating.

"The outlook revision reflects LabelCorp's weaker-than-expected
operating performance in recent quarters and the likelihood of
continued challenging business conditions resulting from the
global recession," said Standard & Poor's credit analyst Henry
Fukuchi.

S&P expects that the difficult operating environment will continue
to dampen operating results, particularly for discretionary
products such as its wine and spirits segment.  Although soft,
sales in its consumer products and food segment continue to hold
up fairly well.  Within its pharmaceutical segment, recent
operating results were weak due to a loss of a significant
customer; however, S&P believes that new customers have replaced
some of this loss.

Although a recently completed amendment to the company's senior
secured credit agreement relaxes covenant levels, S&P expects the
cushion under these covenants to remain narrow.  Consequently, S&P
remain concerned that if operating results deteriorate further
covenants or liquidity could become problematic.  As part of the
amendment, the company's sponsor provided $30 million in capital
of which $15 million and $17 million was applied toward debt
reduction for the term loan and mezzanine debt, respectively.

The ratings on LabelCorp reflect the company's vulnerable business
risk profile, which incorporates its relatively narrow scope of
operations in the highly fragmented North American prime labels
segment of the packaging industry and its customer concentration.
The ratings also reflect the risks associated with an acquisitive
growth strategy, low geographic diversification, and a highly
leveraged financial profile.


LANDAMERICA FINANCIAL: Creditors Want 1031 Lawyers' Fees Cut
------------------------------------------------------------
Aaron Kremer at Richmond BizSense reports that a group of former
LandAmerica 1031 Exchange clients are angry that the fees of the
Company's lawyers are using up money they seek to recover.

Richmond BizSense relates that lawyers are requesting almost
$4 million in the latest round of fees.

According to Richmond BizSense, lawyers working for the estate and
for the creditors committee asked the bankruptcy court to cut fees
by 30% and to release $3.8 million from the LandAmerica 1031
estate to pay for work performed from March through May,
including:

     -- Akin Gump: $1.2 million in fees and $90,837 in expenses;
     -- Willkie Farr: $1.25 million in fees and $77,276 in costs;
     -- McGuireWoods: $592,729 in fees and $8,727 in costs;
     -- Protiviti: $499,900 fees and $36,523 in costs;
     -- Tavenner & Beran: $76,594 in fees; and
     -- McGuireWoods and Tavenner & Beran are in Richmond.

Richmond BizSense states that the estate has to assess the value
of $217 million in auction-rate securities and has lawsuits
pending against officers of LandAmerica as well as SunTrust Bank.
According to court documents, SunTrust recommended that
LandAmerica place money in the frozen auction-rate securities.

Richmond BizSense notes that if the lawsuits are successful,
exchangers will recover more money than what currently exists in
the cash accounts and the hard-to-value auction-rate securities.

According to Richmond BizSense, Bankruptcy Judge Kevin Huennekens
will hold a hearing on Tuesday.

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion W. Hayes,
Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the
Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LEAR CORP: Bank Debt Trades at 21% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Lear Corporation
is a borrower traded in the secondary market at 78.96 cents-on-
the-dollar during the week ended Friday, Aug. 21, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.01 percentage
points from the previous week, The Journal relates.  The loan
matures on March 29, 2012.  The Company pays 250 basis points
above LIBOR to borrow under the facility.  The bank  debt is not
rated by Moody's and Standard & Poor's.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 21, among the 147 loans
with five or more bids.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on July
7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part of
the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Lear Corp.  (http://bankrupt.com/newsstand/or 215/945-7000)


LAS VEGAS SANDS: Bank Debt Trades at 23% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 76.69 cents-
on-the-dollar during the week ended Friday, Aug. 21, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.97
percentage points from the previous week, The Journal relates.
The loan matures on May 1, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B- rating. The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 21,
among the 147 loans with five or more bids.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
has placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.


LEEWARD SUBDIVISION: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Leeward Subdivision Partners LLC
        1020 Geneva Street
        Bellingham, WA 98229

Case No.: 09-18457

Chapter 11 Petition Date: August 20, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union St., Ste. 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  Email: lbf@chutzpa.com

Total Assets: $20,362,261

Total Debts: $6,452,801

The petition was signed by John-Paul R. Cox, the company's
authorized member.

Debtor's List of 16 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
WA State Dept. of Licensing                           $84

Michael Winslow                                       $122

Smiley Insurance Services                             $313

Snodgrass & Warren                                    $425

Brownlie Evans Wolf                                   $484

Hugh Lewis                                            $513

Presentation Art Studio                               $840

Transportation Solutions                              $3,167

Kerry Garrett Architect                               $5,628

Philbin Group                                         $7,363

Freeland & Assoc                                      $8,107

Zender Thurston PS                                    $8,539

Krazan & Assoc.                                       $9,374

Weber Thompson Architects                             $48,478

Ronald Hoelscher                                      $54,360

Dave Luecke                                           $675,000
3908 Oakes Ave.
Anacortes, WA 98221


LEHMAN BROTHERS: U.K. Judgment to Delay Return of Funds, Says PwC
-----------------------------------------------------------------
PricewaterhouseCoopers LLP said that the U.K. High Court on August
21 handed down its judgement in relation to the application made
by the Joint Administrators of Lehman Brothers International
(Europe) to establish whether the court had jurisdiction to
sanction the proposed scheme of arrangement under Part 26 of the
Companies Act 2006.

The scheme of arrangement, as currently proposed, seeks to modify
certain rights of clients whose property is held on trust by LBIE
and the judge held that the court has no jurisdiction to sanction
a scheme which modifies affected clients in this manner.

This ruling impacts the ability of LBIE's administrators to
implement the proposed scheme in its current form and could
further delay the administrators' ability to return assets to many
of LBIE's clients.

Steven Pearson, Joint Administrator, PricewaterhouseCoopers LLP,
said, "The proposed scheme sought to significantly reduce the
period clients have to wait before they get their assets back.
This judgement is disappointing as it could create further delay
for many of LBIE's clients.  Together with our legal advisors and
creditor working group, we will carefully analyse this judgement
to assess whether to make an appeal.  We will also be considering
the extent to which the structure of the scheme can be modified to
address the issues highlighted by the ruling."

In July this year the Joint Administrators advised clients that in
the absence of a scheme it could take some years to return all
assets to clients.  Over the past nine months some $13b billion of
assets has already been returned as a result of bilateral
negotiations and those efforts will continue unaffected, in
parallel with development of the scheme initiative.

Steven Pearson, Joint Administrator, PricewaterhouseCoopers LLP,
said, "While this is a setback, I am determined to find a way to
get these assets back to clients as soon as possible."

                       Decade-Long Delay

According to Bloomberg, the scheme of arrangement would have
allowed PwC to stop accepting creditor claims on a specific date.
Tony Lomas, the PwC partner in charge of the U.K. administration,
had said before the court setback, he planned on distributing
assets early next year.  "I don't know about decades plural, but
it will take a decade" without a scheme of arrangement, Mr. Lomas
said in the interview at PwC's offices in London on Aug. 20.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Paid Advisers $308 Million for 10 Months' Work
---------------------------------------------------------------
Lehman Brothers Holdings Inc. paid its advisers and lawyers
$308 million for 10 months of work, according to its latest
operating report filed with the Bankruptcy Court and the U.S.
Securities and Exchange Commission.

             Schedule of Professional Fee Disbursements
                             Unaudited
                          ($ in thousands)

                                         07/01/09-    09/15/09-
                                         07/31/09     07/31/09
                                         --------     --------
   A. Lehman Sec. 363 Professionals

Alvarez & Marsal LLC
Interim Management                        $16,508     $131,492

Kelly Matthew Wright
Art Consultant and Auctioneer                  $4           34

Natixis Capital Markets Inc.
Derivatives Consultant                          -        4,910

   B. Lehman Sec. 327 Professionals

Bortstein Legal LLC
Special Counsel - IT and Other
Vendor Contracts                              174        1,512

Curtis, Mallet-Prevost,
Colt & Mosle LLP
Special Counsel Conflicts                     991        7,390

Ernst & Young LLP
Special Counsel - Audit and Tax Services      398          989

Huron Consulting
Special Counsel - Tax Services                137          601

Jones Day
Special Counsel - Asia                        927        3,847

Lazard Freres & Co.
Special Counsel -
Investment Banking Advisor                    324        7,298

McKee Nelson LLP
Special Counsel - Tax                         435        4,840

McKenna Long & Aldridge LLP
Special Counsel -
Commercial Real Estate Lending                  -        1,473

Reilly Pozner LLP
Special Counsel -
Mortgage Litigation and Claims                106          839

Simpson Thacher & Bartlett LLP
Special Counsel - SEC Reporting,
Asset Sales, and
Congressional Testimony                        24        1,271

Weil Gotshal & Manges LLP
Lead Counsel                               10,507       74,253

   C. Debtors - Claims and Noticing Agent

Epiq Bankruptcy Solutions LLC
Claims Management and Noticing Agent            -        2,039

   D. Creditors - Section 327 Professionals

FTI Consulting Inc.
Financial Advisor                           1,375        9,942

Houlihan Lokey Howard & Zukin Capital Inc.
Investment Banking Advisor                    336        3,452

Milbank Tweed Hadley & McCloy LLP
Lead Counsel                                4,266       21,512

Quinn Emanuel Urquhart Oliver & Hedges LLP
Special Counsel - Conflicts                   140        2,429

   E. Examiner - Section 327 Professionals

Duff & Phelps LLC
Financial Advisor                           2,944        7,694

Jenner & Block LLP
Examiner and Counsel                        2,873        9,575
                                         --------     --------
Total Non-Ordinary Course Professionals    42,470      297,390

Debtors - Ordinary Course Professionals     1,844       10,287
US Trustee Quarterly Fees                     154          378
                                         --------     --------
Total Professional Fees and UST Fees      $44,468     $308,055
                                         ========     ========

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LITHIUM TECHNOLOGY: Restates September 2008 Financial Report
------------------------------------------------------------
Lithium Technology Corporation on August 21, 2009, filed with the
Securities and Exchange Commission Amendment No. 1 to its
Quarterly Report on Form 10-Q for the quarter ended September 30,
2008.  Lithium filed the Original Form 10-Q on May 22, 2009.  The
Amendment amends and replaces the Original Form 10-Q in its
entirety.

Among other things, in the Amendment, the Company said it posted a
net loss of $2,251,000 for the three months ended, and a net loss
of $4,073,000 for the nine months ended September 30, 2008.

In the Original report, the Company reported a $261,000 net income
for the three months ended September 30, 2008, and a $2,087,000
net loss for the nine months ended September 30, 2008.

In the Amendment, as of September 30, 2008, the Company had
$11,033,000 in total assets compared to $11,019,000 in total
assets in the Original report.  As of September 30, 2008, the
Company had $20,402,000 in total liabilities in the Amendment,
compared to $20,412,000 in the Original report.

A full-text copy of the Amended Form 10-Q is available at no
charge at http://ResearchArchives.com/t/s?42bf

A full-text copy of the Original Form 10-Q is available at no
charge at http://ResearchArchives.com/t/s?42c0

Based in Plymouth Meeting, Pennsylvania, Lithium Technology
Corporation is a global manufacturer and provider of rechargeable
energy storage solutions for diverse applications.  The Company
designs and builds a limited amount of large format, cylindrical
lithium-ion (Li-ion) rechargeable cells and engineers and builds
lithium-ion (Li-ion) rechargeable batteries complete with battery
management systems for use in transportation, military/national
security and stationary power markets.  LTC also manufactures its
own unique large format, cylindrical cells.

In its audit report dated June 11, 2009, Amper, Politziner &
Mattia LLP, in Edison, New Jersey, raised substantial doubt about
the Company's ability to continue as a going concern, noting that
the company has recurring losses from operations since inception
and has a working capital deficiency.


LODGENET INTERACTIVE: Ritondaro to Step Down as SVP-Finance & Info
------------------------------------------------------------------
LodgeNet Interactive Corporation reports that on August 17, 2009,
Gary H. Ritondaro informed the Company of his intention to retire
from his position as Senior Vice President, Finance, Information
and Administration and Chief Financial Officer by July 31, 2010.
The Company plans to engage an executive search firm to locate a
successor for Mr. Ritondaro with the intent of appointing a
successor and assuring an orderly transition of Mr. Ritondaro's
responsibilities by his planned retirement date.

LodgeNet has reported quarterly revenue of $122.0 million compared
to $137.3 million in the second quarter of 2008, and operating
income of $4.7 million, a $1.4 million increase as compared to
operating income of $3.3 million in the second quarter of 2008.
The Company reported a net loss of $5.2 million compared to a net
loss of $7.5 million for the second quarter of 2008.  Net loss
attributable to common stockholders was $5.2 million or $0.23 per
share (basic and diluted) for the second quarter of 2009 compared
to a net loss attributable to common stockholders of $7.5 million
or $0.33 per share (basic and diluted) for the prior year period.

As of June 30, 2009, the Company had $594.8 million in total
assets and $659.6 million in total liabilities, resulting in $64.8
million in stockholders' deficiency.

In June 2009, the Company issued 50,000 shares of 10% Series B
Cumulative Perpetual Convertible Preferred Stock, $0.01 par value
per share, with a liquidation preference of $1,000 per share.  The
initial purchaser was also granted a 30-day option to purchase up
to an additional 7,500 shares of the preferred stock to cover
overallotments.  The entire 57,500 shares were purchased, from
which the Company received total net proceeds of $53.7 million.

Pursuant to the Company's proactive management plan, the Company
continued its moderated capital investment plan during the
quarter.  In the second quarter of 2009, the Company installed
4,314 new rooms and converted 6,842 rooms to its HD and digital
platforms as compared to 13,759 new rooms and 18,443 converted
rooms during the second quarter of 2008.  New HD installations
comprised 4,147, or 96.1%, of new systems installed in the current
quarter, as compared to 11,260, or 81.8%, of new rooms, in the
second quarter of 2008.  During the quarter, the Company also
converted 6,766 rooms, or 98.9%, to HD as compared to 14,625, or
79.3%, of converted rooms in the second quarter of 2008.  The
average investment per newly-installed HD room decreased to $320
per room during the second quarter of 2009, from $410 per room
during the second quarter of 2008.  The $90 decline in the per
room investment was attributed to a larger average room size for
properties installed and hotels contributing a larger percentage
of the cost of installations.  The average investment per
converted HD room also decreased, by 15.2%, to $266 during the
second quarter of 2009, compared to $314 in the second quarter of
2008 because of the same factors noted.

For the third quarter of 2009, LodgeNet expects to report revenue
in the range of $121.0 million to $125.0 million.  Adjusted
Operating Cash Flow* in the third quarter of 2009 is expected to
be in a range from $29.0 million to $33.0 million while Free Cash
Flow is anticipated to be in a range of $15.0 million to $16.0
million during the period.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4282

LodgeNet has posted slides at its Web site.  A full-text copy of
the PowerPoint presentation is available at no charge at
http://ResearchArchives.com/t/s?4283

                    About LodgeNet Interactive

LodgeNet Interactive Corporation (Nasdaq:LNET) --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms representing 10,000 hotel
properties worldwide in addition to healthcare facilities
throughout the United States.  The Company's services include:
Interactive Television Solutions, Broadband Internet Solutions,
Content Solutions, Professional Solutions and Advertising Media
Solutions.  LodgeNet Interactive Corporation owns and operates
businesses under the industry leading brands: LodgeNet,
LodgeNetRX, and The Hotel Networks.


LOOKOUT ROAD: Meeting of Creditors Scheduled for August 31
----------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in Lookout Road Development Company, L.P.'s Chapter 11 case on
Aug. 31, 2009, at 10:30 a.m.  The meeting will be held at San
Antonio Room 333, U.S. Post Office Bldg., 615 E. Houston St., San
Antonio, Texas.

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

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

San Antonio, Texas-based Lookout Road Development Company, L.P.,
filed for Chapter 11 on Aug. 4, 2009 (Bankr. W. D. Tex. Case No.
09-52973).  Vickie L. Driver, Esq., at Pronske & Patel, P.C.,
represents the Debtor in its restructuring efforts.  The Debtor
did not file a list of its 20 largest unsecured creditors when it
filed its petition.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


LOOKOUT ROAD: Wants to Hire PronskePatel as Bankruptcy Counsel
--------------------------------------------------------------
Lookout Road Development Company, L.P., asks the U.S. Bankruptcy
Court for the Western District of Texas for authority to employ
Pronske & Patel, P.C., as counsel.

PronskePatel will, among other things:

   -- provide legal advise with respect to the Debtor's powers and
      duties as debtor-in-possession in the continued operation of
      its business and the management of its property;

   -- take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on
      behalf of the Debtor, the defense of any actions commenced
      against the Debtor, negotiations concerning litigation in
      which the Debtor is involved, and objections to claims filed
      against the Debtor's estate; and

   -- prepare on behalf of the Debtor all necessary motions,
      answers, orders, reports, and other legal papers in
      connection with the administration of its estate herein.

Vickie L. Driver, Esq., a partner at PronskePatel, tells the Court
that the firm received from TRA Lookout Road Purchase, LP, a non-
debtor entity, a $30,000 retainer.

The hourly rates of PronskePatel's personnel are:

     Ms. Driver                $300
     Partners                $300 - $500
     Associates              $160 - $195
     Legal Assistants         $85 - $100

Ms. Driver assures the Court that PronskePatel is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Ms. Driver can be reached at:

     Pronske & Patel, P.C.
     2200 Ross Avenue, Suite 5350
     Dallas, TX 75201
     Tel: (214) 658-6500
     Fax: (214) 658-6509

               About Lookout Road Development Company

San Antonio, Texas-based Lookout Road Development Company, L.P.,
filed for Chapter 11 on Aug. 4, 2009 (Bankr. W. D. Tex. Case No.
09-52973).  Vickie L. Driver, Esq., at Pronske & Patel, P.C.,
represents the Debtor in its restructuring efforts.  The Debtor
did not file a list of its 20 largest unsecured creditors when it
filed its petition.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


LOOKOUT ROAD: Wants Schedules Filing Extended Until August 27
-------------------------------------------------------------
Lookout Road Development Company, L.P. asks the U.S. Bankruptcy
Court for the Western District of Texas to extend until Aug. 27,
2009, the time to file its schedules of assets and liabilities and
statement of financial affairs.

San Antonio, Texas-based Lookout Road Development Company, L.P.,
filed for Chapter 11 on Aug. 4, 2009 (Bankr. W.D. Tex. Case No.
09-52973).  Vickie L. Driver, Esq., at Pronske & Patel, P.C.,
represents the Debtor in its restructuring efforts.  The Debtor
did not file a list of its 20 largest unsecured creditors when it
filed its petition.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


LOUISIANA FILM: Court OKs Involuntary Chapter 11 Petition
---------------------------------------------------------
Alan Sayre at The Associated Press reports that Louisiana Film
Studios LLC was put into Chapter 11 bankruptcy on Thursday.

As reported by the Troubled Company Reporter on August 18, 2009,
Louisiana Film missed an August 13 court-ordered deadline to
answer a lawsuit seeking to put the Company into involuntary
Chapter 11 bankruptcy.  Louisiana Film is at the center of a
$1.9 million investment dispute involving members of the New
Orleans Saints.  A group of 27 people, including several members
of the New Orleans Saints, who bought what they thought were
$1.9 million in state movie tax credits, filed the bankruptcy
petition against Louisiana Film.  Louisiana Film and its chief,
Wayne Read, never applied for the credits, state officials said.

U.S. Bankruptcy Judge Elizabeth Magner placed the company under
Chapter 11 financial reorganization, and told Louisiana Film CEO
Wayne Read that he would be expected to cooperate fully with a
court-appointed overseer in charge of tracking down the studio's
assets, The AP relates.  According to the report, Louisiana Film
CEO Wayne Read told Judge Magner that he hopes to present a
repayment schedule in a week.

Harahan, Louisiana-based Louisiana Film Studios, LLC, is a movie
studio.  47 Construction, LLC, et al., filed a Chapter 11
bankruptcy petition to put the Company into Chapter 11 protection
on July 23, 2009 (Bankr. E.D. La. Case No. 09-12232).


LUNA INNOVATIONS: 10-Q Filing Delay Causes NASDAQ Non-Compliance
----------------------------------------------------------------
Luna Innovations Inc. cannot file on a timely basis its Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2009,
which was due to be filed with the Securities and Exchange
Commission by August 14, 2009.  The Company does not expect that
such filing will be made within five calendar days of the due
date, as required for the extension provided by Rule 12b-25(b)
promulgated under the Securities Exchange Act of 1934.  On
August 17, 2009, received a notice of deficiency from the NASDAQ
Stock Market listing qualifications department staff indicating
that the Company no longer complied with filing requirements as
set forth in Rule 5250(c)(1) as a result of the failure to make
the filing on Form 10-Q by the due date.

The Company has previously requested a hearing before the NASDAQ
Listing Qualifications Panel with respect to a previous Staff
Determination Notice from NASDAQ dated July 17, 2009, because the
Company filed for protection under Chapter 11 of the U.S.
Bankruptcy Code on July 17, 2009.  The delisting action has been
stayed pending a hearing before the Panel, which has been
scheduled for August 27, 2009.  Since there is a pending hearing,
the Company does not qualify to provide NASDAQ with a plan of
compliance within the next 60 days with respect to the latest
notice of deficiency, and will be required to address this issue
at the hearing.  There can be no assurance that the Panel will
grant the Company's request for continued listing.  Pending a
decision by the Panel, the Company's common stock will remain
listed on the NASDAQ Global Market.

                     About Luna Innovations

Luna Innovations Inc. -- http://www.lunainnovations.com-- is
focused on sensing and instrumentation, and pharmaceutical
nanomedicines.  Luna develops and manufactures new-generation
products for the healthcare, telecommunications, energy and
defense markets.  Luna's products are used to measure, monitor,
protect and improve critical processes in the markets it serves.
Luna is headquartered in Roanoke, Virginia.


MAGNA ENTERTAINMENT: Court Sets September 9 Bar Date for MECPRS
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established October 9, 2009, at 5:00 p.m. as the general bar date
for the filing of proofs of claim in MEC Pennsylvania Racing
Services, Inc.'s bankruptcy case, and December 13, 2009, at
5:00 p.m. as the bar date with respect to all governmental units.

Proofs of claim must be received on or before the applicable bar
date by Kurtzman Carson Consultants LLC, the official claims agent
in the Debtors' Chapter 11 cases, at:

     MEC Claims Processing
     c/o Kurtzman Carson Consultants LLC
     2335 Alaska Avenue
     EL Segundo, CA 90245

Kurtzman Carson will not accept proofs of claim sent by facsimile,
telecopy, or electronic mail transmission.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAGNA ENTERTAINMENT: Wants to Sell Remington Park to Global Gaming
------------------------------------------------------------------
Magna Entertainment Corp., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for authority to sell Remington Park
to Global Gaming RP, LLC, the stalking horse bidder, subject to
higher and better offers at an auction.

Global Gaming has offered $80,250,000 for Remington Park, subject
to certain adjustments.  In the event that the sellers consummate
an alternative transaction, sellers have agreed, subject to
approval of the Bankruptcy Court, to pay the purchaser (i) a
Break-Up Fee of $1,605,000, plus (ii) an Expense Reimbursement of
up to $500,000 (the "Termination Payment").

Pursuant to the purchase agreement, the sale may be terminated by
either the purchaser or the sellers, if the sale order is not
entered by the Bankruptcy Court on or prior to September 15, 2009.
The sale may also be terminated by purchaser if the Bankruptcy
Court will not have entered (i) the procedures order on or before
August 31, 2009, or (ii) the sale order on or before October 31,
2009.

The Debtors have asked the Court to schedule the Remington auction
for September 8, 2009, and the sale hearing for September 14,
2009.  The Debtors have requested that any objections to the sale
of Remington Park be filed no later than 4:00 p.m. on September 9,
2009.

Pursuant to the proposed bid procedures, bids must be at least
equal to the purchase price plus a overbid equal to the
Termination Payment plus $250,000.  Bids must be in writing and
received no later than September 3, 2009, at 5:00 p.m.

Remington Park is situated on roughly 370 acres adjacent to
Interstates 34 and 44 in Oklahoma City, Oklahoma, and is owned by
Remington Park, Inc.  In 2008, Remington Park's racing schedule
consisted of two meets totaling 117 days of live racing days,
which included a 50 day quarter horse meet from mid-March through
early June and a 67 day throughbred meet from mid-August through
mid-December 2008.

The real property underlying Remington Park is leased from the
Oklahoma Zoological Trust, pursuant to a lease which extends
through 2013, with options to renew until 2063 in ten-year
increments.  Remington Park's facilities include a grandstand with
seating for roughly 20,000 customers, 21 suites for corporate and
group events, a one-mile dirt track, a 7/8-mile turf course,
stalls for roughly 1,400 horses, lighting to permit night racing
and parking facilities sufficient to accommodate approximately
8,000 cars.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAGNA ENTERTAINMENT: Has $80 Million Deal to Sell Remington Park
----------------------------------------------------------------
Magna Entertainment Corp. signed a buyer to an $80.25 million
contract for the Remington Park track in Oklahoma City,
Bloomberg's Bill Rochelle reported.  Under a sale process approved
by the Bankruptcy Court, an auction will be held on Sept. 8 in
advance of a sale-approval hearing Sept. 14.  Other tracks being
auctioned include Santa Anita Park in California, Thistledown in
Ohio, and Portland Meadows in Oregon.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAGNACHIP SEMICONDUCTOR: Panel Can Hire Drinker Biddle as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the official committee of unsecured creditors of MagnaChip
Semiconductor Finance Company, et al., authority to retain Drinker
Biddle & Reath LLP as its co-counsel and Delaware counsel,
effective as of June 29, 2009.

Drinker Biddle has agreed, among others to:

  a.  advise the Committee with respect to its rights, powers and
      duties in these cases;

  b.  assist and advise the Committee in its consultations with
      the Debtors relative to the administration of these cases;
      and

  c.  assist the Committee in analyzing the claims of creditors
      and in negotiating with creditors.

Drinker Biddle's hourly rates are:

     Partners                 $450-$625
     Counsel/Associates       $295-$595
     Paraprofessionals        $115-$280

                   About MagnaChip Semiconductor

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.  Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.

MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  Curtis
A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq.,
and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  David P. Primack, Esq., and
Howard A. Cohen, Esq., at Drinker Biddle & Reath LLP serves as
counsel for the official committee of unsecured creditors.  Omni
Management Group LLC is the Debtors' claims agent.  In its
petition, Magnachip Semiconductor Finance Company listed assets
below $50,000 and debts of more than $1 billion.

In their formal schedules, MagnaChip Semiconductor S.A. disclosed
$951,917,782 in assets against $845,903,186 in debts while
MagnaChip Semiconductor B.V. disclosed assets of $762,465,739
against debts of $1,800,612,084.


MAGUIRE PROPERTIES: EVP Lammas to Step Down, Become Consultant
--------------------------------------------------------------
Maguire Properties, Inc. and Maguire Properties, L.P., entered
into a Consulting Services Agreement with Mark T. Lammas, the
Company's Executive Vice President-Investments, on August 18,
2009.

The Company and Mr. Lammas also entered into a Separation
Agreement whereby Mr. Lammas' employment with the Company will be
terminated.

Mr. Lammas has agreed to provide consulting services to the
Company from September 1, 2009 through February 28, 2010 at a rate
of $20,000 per month.  Additionally, Mr. Lammas is eligible to
receive contingent success fees for the potential completion of
certain objectives as determined by Mr. Lammas and the Company.
Either party may terminate the consulting arrangement on 30 days
notice.

Subject to Mr. Lammas' execution and non-revocation of a general
release of claims, the Company has agreed to pay Mr. Lammas a
lump-sum cash severance payment of $1,500,000, which the parties
agree represents the severance amount per the terms of his
employment agreement, and a lump-sum cash payment of $402,198,
which the parties agree represents the 2009 pro-rated annual bonus
per the terms of his employment agreement.  Additionally, the
Company will continue Mr. Lammas' group health insurance coverage
for a period of up to 18 months after September 1, 2009, subject
to certain limitations, and will provide reasonable outplacement
services for a period of up to one year after September 1, 2009.
Mr. Lammas' unvested restricted stock units and shares of
restricted common stock will vest in full on September 1, 2009.
Mr. Lammas will forfeit his interest in the Company's Executive
Equity Plan as of September 1, 2009.

Effective September 1, 2009, Mr. Lammas' employment as Executive
Vice President-Investments will be terminated.  Other than the
compensation gross-up, excise tax gross-up payment,
confidentiality and non-solicitation covenants, which survive,
effective as of September 1, the parties' employment agreement
will terminate.

As reported by the Troubled Company Reporter on August 12, 2009,
Maguire Properties may relinquish control of seven Southern
California buildings with $1.06 billion of debt and said it's not
planning on filing for bankruptcy.

In its second quarter 2009 report on Form 10-Q, the Company
warned, "We may not have the cash necessary to repay our debt as
it matures.  Therefore, failure to refinance or extend our debt as
it comes due, or a failure to satisfy the conditions and
requirements of such debt, could result in an event of default
that could potentially allow lenders to accelerate such debt.  If
our debt is accelerated, our assets may not be sufficient to repay
such debt in full, and our available cash flow may not be adequate
to maintain our current operations.  If we are unable to refinance
or repay our debt as it comes due (particularly in the case of
loans with recourse to our Operating Partnership) and maintain
sufficient cash flow, our business, financial condition, results
of operations and common stock price will be materially and
adversely affected, and we may be required to file for bankruptcy
protection."

Net loss for three months ended June 30, 2009, was $428,608,000,
compared with a $112,726,000 net loss during the year-ago period.
As of June 30, 2009, assets total $4,392,301,000 against debts of
$4,866,253,000, for a stockholders' deficit of $473,952,000.

Maguire Properties said in an August 10 statement that its Board
of Directors has approved management's plan to seek to dispose of
four former EOP/Blackstone assets and two other assets in
cooperation with lenders as well as Park Place I and certain
parking areas and development rights.  During the quarter ended
June 30, 2009, the Company recorded a non-cash impairment charge
of approximately $345 million associated with these assets.

                     About Maguire Properties

Maguire Properties, Inc. -- http://www.maguireproperties.com/--
is the largest owner and operator of 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.  Maguire Properties, Inc. is a full-
service real estate company with substantial in-house expertise
and resources in property management, marketing, leasing,
acquisitions, development and financing.


MARITZA URDINOLA: Meeting of Creditors Scheduled for September 9
----------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
in Maritza Urdinola's Chapter 11 case on Sept. 9, 2009, at
11:00 a.m.  The meeting will be held at 115 South Union Street,
Suite 208, Alexandria, Virginia.

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

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

Vienna, Virginia-based Maritza Urdinola filed for Chapter 11 on
August 3, 2009 (Bankr. E.D. Va. Case No. 09-16249).  Thomas F.
DeCaro Jr., Esq., represents the Debtor in her restructuring
efforts.  In her petition, the Debtor listed total assets of
$11,106,997 and total debts of $16,442,913.


MERCER INT'L: Shares Presentation Materials for IEA Conference
--------------------------------------------------------------
Mercer International Inc. filed with the Securities and Exchange
Commission presentation materials for the IEA Bioenergy conference
in Vancouver.

The conference is slated for August 23 to 26.  On the Net:

              http://www.ieabioenergyconference.org/

A full-text copy of the presentation materials is available at no
charge at http://ResearchArchives.com/t/s?42c8

As reported by the Troubled Company Reporter on July 16, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level rating on Mercer International.  S&P
lowered the corporate credit rating to 'CC' from 'B-' and lowered
the rating on the senior unsecured debt to 'CC' from 'B-'.  The
rating outlook is negative.

The rating downgrade followed Mercer's exchange offer
announcement.  Approximately $67.3 million was outstanding under
the old notes at March 31, 2009.  Under the terms of the proposed
transaction, Mercer is offering to exchange each $1,000 principal
amount of the old notes for:

     * 129 shares of Mercer common stock, plus

     * A premium of $200 in principal amount of new 3% convertible
       senior subordinated notes due 2012 (new notes); and

     * Accrued and unpaid interest to, but excluding, the
       settlement date.

The old notes are currently convertible into Mercer common stock
at a conversion rate of 129 shares per $1,000, or a conversion
price of $7.75 per share.  The new notes will be convertible into
Mercer's common stock at a conversion price of $2.75 per share.

"The rating downgrade reflects S&P's view that the exchange is
tantamount to a default given Mercer's highly leveraged financial
profile," said Standard & Poor's credit analyst Andy Sookram.

Upon completion of the exchange, S&P would lower the corporate
credit rating to 'SD' (selective default).  As soon as possible
thereafter, S&P will reassess Mercer's post-exchange capital
structure.  It is S&P's preliminary expectation that, in the event
the exchange succeeds, S&P would not raise the corporate credit
rating to higher than the previous 'B-' level.  S&P acknowledges
that the post-exchange capital structure could reduce Mercer's
outstanding debt balances.  However, until S&P is confident that
there is a substantial improvement in market conditions for pulp,
S&P is unlikely to consider a rating higher than 'B-'.  In
addition, the company's financial risk profile encompasses the
challenging market conditions and significant earnings volatility
for its single product, which is pulp, and refinancing risk
associated with the upcoming February 2010 maturity of its
EUR40 million Rosenthal working capital facility (EUR10 million
outstanding at March 31, 2009).  Nonetheless, if the exchange is
successful, S&P believes Mercer would have enhanced capacity to
weather the current downturn over the next several quarters.

The rating outlook is negative, reflecting S&P's expectation to
lower the corporate credit rating on Mercer to 'SD' following the
completion of the exchange offer.

Mercer International Inc. (Nasdaq: MERC, TSX: MRI.U) --
http://www.mercerint.com/-- is a global pulp manufacturing
company.


METRO ONE: To File for Bankruptcy if Laurus Wins Lawsuit
--------------------------------------------------------
Metro One Development, Inc., formerly known as On The Go
Healthcare, Inc., said it will file for bankruptcy in the event
lender Laurus Master Fund, Ltd., will prevail on a breach of
contract suit.

As of April 30, 2009, the Company is in default with respect to
indebtedness including indebtedness to Laurus.  In September 2008,
Laurus filed a Complaint in the Supreme Court of the State of New
York naming Metro One and another party as defendants, alleging a
breach of contract and promissory estoppel and sought damages in
the amount of $874,471.  The claim relates to a $5,500,000
financing agreement the Company entered into with Laurus on July
14, 2005, as later amended.  In its complaint, Laurus alleges that
the Company is in breach of the security agreement by selling
substantially all of the assets subject to their security interest
and failing to direct all present and future payments constituting
collateral into an account under Laurus' control.  While it is too
early to determine the outcome of such allegations, the Company
intends to continue to aggressively defend itself against any
claims and assert all available defenses.

The Company warned that if Laurus prevails on even a fraction of
the amount they are seeking, it may not have sufficient assets to
pay the judgment.  "If that outcome occurs, we will likely have to
seek bankruptcy protection," the Company said.

On August 19, Metro One filed its report on Form 10-Q for the
fiscal third quarter ended April 30, 2009, with the Securities and
Exchange Commission -- about two months after stating it would
delay the filing of the 10-Q report.

The Company narrowed its net loss to $110,941 for the three months
ended April 30, 2009, from a net loss of $631,632 for the same
period a year ago.  It posted a net loss of $404,879 for the first
nine months of fiscal 2009, from a net loss of $4,678,750 for the
first nine months of fiscal 2008.

As of April 30, 2009, the Company had $32 in total assets and
$4,425,945 in total liabilities; resulting in stockholders'
deficit of $5,425,913.

As reported by the Troubled Company Reporter, Metro One said on
June 15 it was unable to file, without unreasonable effort and
expense, its Form 10-Q Quarterly Report because its financial
statements for that period have not been completed and as a
result, its auditors have not yet had an opportunity to complete
their review of the financial statements.

A full-text copy of the Company's financial report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42a4

The Company's consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business.  The Company's ability to raise additional capital
through the future issuances of common stock or debt is unknown.
The obtainment of additional financing, the successful development
of the Company's contemplated plan of operations, and its
transition, ultimately, to the attainment of profitable operations
are necessary for the Company to continue operations. The ability
to successfully resolve these factors raise substantial doubt
about the Company's ability to continue as a going concern.

The Company has, in the past, issued common stock to employees and
consultants to cover a portion of their compensation.  As of
August 17, 2009, the closing price of the Company's common stock,
as quoted on the Pink Sheets, was $0.23.  Due to the price of the
common stock, the Company said it must issue a substantial number
of shares to provide adequate compensation to employees and
consultants.  Due to its limited capital resources, the Company
anticipates continuing to issue common stock to compensate
employees and consultants.  The issuances of common stock will
dilute the stockholders and will likely cause the Company's stock
price to decline further.

"As a result, we determined that it would be in the best interests
of our Company and our stockholders to implement a reverse split
of our common stock in order to have sufficient stock to use for
compensation purposes or to raise capital.  Our previous reverse
stock splits have resulted in a decline in our stock price and we
believe our stock price will likely decline again, particularly if
we have not yet implemented our new business model," the Company
warned.

"To the extent that we raise additional capital through the sale
of equity or convertible debt securities, the issuance of such
securities may result in dilution to existing stockholders.  If
additional funds are raised through issuance of debt securities,
these securities may have rights, preferences and privileges
senior to holders of common stock and the terms of such debt could
impose restrictions on our operations," the Company added.

                        About Metro One

Headquartered in Concord, Ontario, Canada, Metro One Development
Inc. (OTC BB: MODI) -- http://www.metro-one.com/-- formerly On
The Go Healthcare Inc., is a custom builder and property developer
in the greater Toronto area.  The company was a value-added
reseller of computer and computer-related products, including
hardware, peripherals, software and supplies.


METRO PCS: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Metro PCS Wireless
is a borrower traded in the secondary market at 94.68 cents-on-
the-dollar during the week ended Friday, Aug. 21, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.91 percentage points
from the previous week, The Journal relates.  The loan matures on
Oct. 11, 2013.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 21, among the 147 loans
with five or more bids.

MetroPCS Communications, Inc., is a wireless communications
provider that offers wireless broadband mobile services under the
MetroPCS brand in selected metropolitan areas in the United States
over its own licensed networks or networks of entities, in which
the Company holds a substantial non-controlling ownership
interest. The Company provides an array of wireless communications
services to its subscribers on a no long-term contract, paid-in-
advance, flat-rate, unlimited usage basis. As of December 31,
2008, it had approximately 5.4 million subscribers in eight
states.

MetroPCs carries 'B' issuer credit ratings from Standard & Poor's.


METRO-GOLDWYN-MAYER: Bank Debt Trades at 44% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 56.07
cents-on-the-dollar during the week ended Friday, Aug. 21, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.97
percentage points from the previous week, The Journal relates.
The loan matures April 8, 2012.  The Company pays 275 basis points
above LIBOR to borrow under the facility.  The bank debt is not
rated by either Moody's or S&P.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 21, among the 147 loans
with five or more bids.

Metro-Goldwyn-Mayer, Inc., is an independent, privately-held
motion picture, television, home video, and theatrical production
and distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium comprised of Providence Equity Partners,
TPG Capital, Sony Corporation of America, Comcast Corporation, DLJ
Merchant Banking Partners and Quadrangle Group.

The Troubled Company Reporter said May 22 that Metro-Goldwyn-Mayer
hired Moelis & Co. to help refinance $3.7 billion debt and was in
talks with a steering committee of 140 creditors led by JPMorgan
Chase & Co. as part of the process.  Sue Zeidler at Reuters said
the studio "was exploring options for optimizing its capital
structure and has begun talks with a steering committee of its
lenders as part of the process."  Ms. Zeidler said bankers
estimate MGM is paying north of $250 million a year in interest on
debt due in 2012.  Sources told Reuters MGM was potentially
seeking a way to make the loan due later, or reduce it in size.

Comcast paid about $5 billion in debt and equity in September 2004
to buy MGM from majority owner Kirk Kerkorian.  According to
Reuters, merger specialists have said MGM could be worth $2
billion to $2.5 billion.  MGM, however, has reiterated its
commitment to staying independent.


MICHAELS STORES: Bank Debt Trades at 11% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 88.04 cents-
on-the-dollar during the week ended Friday, Aug. 21, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.26
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 31, 2013.  The Company pays 225 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 21,
among the 147 loans with five or more bids.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of May 2, 2009, Michaels Stores had $1.61 billion in total
assets and $4.49 billion in total liabilities.  For the quarter
ended May 2, 2009, the Company posted a $4 million net income on
$852 million in net sales.


MICHAELS STORES: Allowed to Borrow Funds to Repay Deutsche Bank
---------------------------------------------------------------
Michaels Stores, Inc., on August 20, 2009, entered into a Third
Amendment to Credit Agreement to the Company's $2.40 billion
senior secured term loan facility with Deutsche Bank AG New York
Branch, as administrative agent, and the other lenders.

The Third Amendment amends the Term Loan Credit Facility to permit
the issuance or incurrence of indebtedness for the purpose of the
repayment of existing term loans under the Term Loan Credit
Facility, which new indebtedness could take the form of additional
term loans under the Term Loan Credit Facility or secured or
unsecured bonds or other loans.

A full-text copy of the Third Amendment is available at no charge
at http://ResearchArchives.com/t/s?42cb

Certain lenders under the Term Loan Credit Facility, as amended,
have engaged in, or may in the future engage in, transactions
with, and perform services for, the Company and its affiliates in
the ordinary course of business.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of May 2, 2009, Michaels Stores had $1.61 billion in total
assets and $4.49 billion in total liabilities.  For the quarter
ended May 2, 2009, the Company posted a $4 million net income on
$852 million in net sales.


MIDWAY GAMES: Wants Plan Filing Period Extended Until September 29
------------------------------------------------------------------
Midway Games Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive to file a plan
until September 29, 2009, and their exclusive period to solicit
acceptances thereof until November 30, 2009.  This is the Debtors'
second request for the extension of their exclusive periods.

The Debtors tell the Court that the requested extension will
provide them with a meaningful and reasonable opportunity to
negotiate, propose, and confirm a Chapter 11 plan.

The Debtors relate that sales of certain of their remaining assets
are anticipated to be approved and then close by the end of
August.

                        About Midway Games

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in
Chicago, Illinois, with offices throughout the world, is a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.  More information
about Midway and its products can be found at:
http://www.midway.com/

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts.  Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to
Warner Bros. Entertainment Inc. in a sale approved by the Court.
The aggregate gross purchase price is approximately $49 million,
including the assumption of certain liabilities.

At June 30, 2009, the Debtors had $1.39 billion in total assets
and $1.59 billion in total liabilities.  A full-text copy of the
Debtors' monthly operating report for the month ended June 30, is
available at http://researcharchives.com/t/s?41c1


MORRIS PUBLISHING: Amends Payment Terms on 2007 GateHouse Deal
--------------------------------------------------------------
Morris Publishing Group, LLC, reports in a regulatory filing with
the Securities and Exchange Commission that on May 1, 2009, it
entered into a second amendment to a promissory note issued by
GateHouse Media related to GateHouse's acquisition of certain
newspapers.

During the fourth quarter of 2007, Morris completed the sale of 14
daily newspapers, three non-daily newspapers, a commercial
printing operation and other related publications to GateHouse.
The total purchase price was $115,000,000 plus reimbursement for
the net working capital.  Morris said the gain on sale was
$49,567,000, net of the $30,505,000 provision for income taxes.

During the first half of 2008, GateHouse sold for roughly
$9,500,000 seven publications acquired from Morris Publishing.

Morris said $105,000,000 was received at closing in cash, with the
remainder payable in the form of a one-year $10,000,000 promissory
note bearing interest at 8% per annum.  The note receivable was
unsecured and originally matured on November 30, 2008.  Morris
received $2,500,000 of the total working capital reimbursement at
closing with the remainder due prior to the promissory note's
maturity date.

At the end of 2008, Morris renegotiated the terms of the note
receivable, with GateHouse agreeing to pay the original
$10,000,000 note balance plus the $2,980,000 remaining net working
capital reimbursement over nine equal monthly installments,
together with interest at a rate of 8% per annum.  The first
$1,442,000 monthly payment, along with the accrued interest on the
working capital receivable, was made in December 2008.

During January 2009, the note was amended to postpone the
remaining monthly principal payments by three months, with the
next principal payment becoming due on April 15, 2009 and the
final payment due on November 15, 2009.  However, GateHouse failed
to pay the principal due on April 15, 2009; making only the
$78,000 interest payment.

Pursuant to the Second Amendment, GateHouse agreed to monthly
payments of interest (8.0% per annum) in arrears on the principal
amount then outstanding on the note beginning in January 2009 and
continuing through December 2009 while any part of the note
remains unpaid.  A principal payment of $1,500,000 (the remainder
of the net working capital adjustment) will be due and payable on
December 31, 2009.  Commencing in January 2010, monthly interest
payments of interest in arrears on the principal amount then
outstanding under the note, along with one-tenth of the principal
amount of the note shall be payable on the 15th of each month.
The note will be due and payable in full on October 15, 2010.

Morris, however, noted that given GateHouse's reported losses in
the last three years and its reported liquidity problems, Morris
is uncertain as to the timing of any future principal payments.

Morris Publishing Group, LLC -- http://morris.com/-- is a
privately held media company based in Augusta, Ga.  Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.


MORRIS PUBLISHING: Incurred $2.6MM in Q2 Restructuring Fees
-----------------------------------------------------------
Morris Publishing Group, LLC, said it has spent $2,618,000 in
legal, investment banking and consulting fees during the second
quarter of 2009.  It spent $5,486,000 in legal, investment banking
and consulting fees during the first six months of 2009.

Morris Publishing said it is pursuing alternative sources of funds
or means of financing to repay or refinance the amounts
outstanding on its credit agreement and the Company is attempting
to refinance or restructure the amounts outstanding on its notes.
However, the timing and ultimate outcome of such efforts cannot be
determined at this time, Morris said.

On August 12, 2009, Morris Publishing filed its quarterly report
on Form 10-Q for the period ended June 30, 2009.  Morris posted a
net loss of $1,299,000 for the three months ended June 30, 2009,
from net income of $1,987,000 for the same period a year ago.
Morris posted a net loss of $13,875,000 for the six months ended
June 30, 2009, from net income of $7,632,000 for the same period
in the prior year.

As of June 30, 2009, Morris Publishing had $167,632,000 in total
assets and $475,434,000 in total liabilities.

Morris Publishing said several factors relating to the Company's
outstanding debt raise significant uncertainty about its liquidity
and ability to continue as a going concern.  Morris cited its debt
exceeding its assets.  Morris also said its creditors may have the
right to accelerate the maturity of the debt upon expiration of
the waiver to the Credit Agreement.  The waiver will terminate
earlier if Morris' Forbearance Agreement, as amended, with its
lenders is terminated or amended prior to such time or upon other
defaults.

Morris Publishing said its Credit Agreement includes an event of
default if the Company, as borrower, defaults in the payment when
due of any principal or interest due on any other indebtedness
having an aggregate principal amount of $5,000,000 or more -- such
as Morris Publishing's $278,478,000 of 7% Senior Subordinated
Notes due 2013.

Morris Publishing failed to pay the $9,747,000 interest payment
due February 1, 2009 on the Notes.  It also failed to pay the
$9,747,000 interest payment due on August 3 on the notes.

The holders of more than 80% of the Notes have granted forbearance
for any default under the Notes' indenture that arose from the
non-payments of the interest.  Morris Communications along with
its subsidiaries are not guarantors of the Notes.

In view of the current volatility in the credit markets and the
market conditions in the newspaper industry, Morris Publishing
said it is likely it will be dependent on the ability of Morris
Communications or its guarantor subsidiaries to a) enter into a
transaction that would induce a lender to refinance the senior
debt, b) raise sufficient funds to purchase the loans and
commitments from the existing senior creditors, or c) raise
sufficient funds to refinance the senior debt with a new loan from
the guarantor.  The failure of Morris Communications or its
guarantor subsidiaries to consummate any of the transactions noted
above would likely require the Company to refinance the existing
bank debt or seek an amendment of the terms of the Credit
Agreement, either of which could increase its cost of borrowing,
or if such efforts are unsuccessful, the senior creditors could
accelerate the senior debt and foreclose on their security
interests in substantially all of the Company's assets.  In the
event of an acceleration of the senior debt, the Company's assets
may be insufficient to pay the senior debt in full, and there may
be little or no remaining assets to pay the holders of the Notes.

Even if the Company has paid the overdue interest (plus default
interest), or amended or restructured the Notes, Morris Publishing
said it will be unlikely to meet the financial covenants under the
Credit Agreement when it and Morris Communications deliver their
consolidated financial statements for the second quarter of 2009
no later than August 29, 2009 (when the relaxed financial
covenants under Amendment No. 3 to the Credit Agreement
terminate).  A failure to amend or refinance before the relaxed
covenants terminate would prevent Morris Publishing from borrowing
on the revolving line of credit and it may be required to prepay
the entire principal due under the Credit Agreement.

If this were to occur, it could lead to an event of default under
the Indenture, Morris Publishing said.  Specifically, there is an
event of default under the Indenture if the Company fails to pay
other indebtedness (such as the senior debt) exceeding $5,000,000
upon final maturity or within 20 days of an acceleration.  In such
an event, the Company cannot assure the Holders that it would have
sufficient assets to pay any amounts due on the Notes.  As a
result, the Holders may receive no payments or less than the full
amount they would be otherwise entitled to receive on the Notes
and Holdings' equity interest in Morris Publishing may be
worthless.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42b5

Morris Publishing Group, LLC -- http://morris.com/-- is a
privately held media company based in Augusta, Ga.  Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.


MORRIS PUBLISHING: Lenders Extend Forbearance Until Aug. 28
-----------------------------------------------------------
Morris Publishing Group, LLC, as borrower, on August 21, 2009,
entered into Waiver No. 11, with JPMorgan Chase Bank, N.A. as
Administrative Agent under the Credit Agreement dated as of
December 14, 2005, among Morris Publishing, Morris Communications
Company, LLC, the lenders party thereto, and JPMorgan Chase Bank,
N.A., as administrative agent.

Waiver No. 11 waives any defaults that arose from the failure to
make the interest payments on the Notes until 5:00 p.m. New York
City time on August 28, 2009.  However, the waiver will terminate
earlier if Amendment No. 8 to the Forbearance Agreement is
terminated or amended prior to such time or upon other defaults.

Waiver No. 11 also waives until August 28, 2009, any event of
default that may have occurred consisting solely of the
consolidated cash flow ratio of Morris Communications and Morris
Publishing exceeding the applicable amount permitted under Section
6.06(a) of the Credit Agreement.

Additional parties to the Waiver include the subsidiary guarantors
of Morris Publishing, Morris Communications, MPG Newspaper
Holding, LLC, the parent of Morris Publishing, Shivers Trading &
Operating Company, the parent of MPG Holding, and Morris
Communications Holding Company, LLC, the parent of Morris
Communications.  The lenders party to the Credit Agreement are
JPMorgan Chase Bank, N.A., The Bank of New York, SunTrust Bank,
Wachovia Bank, N.A., Bank of America, N.A., General Electric
Capital Corporation, Allied Irish Banks, P.L.C., RBS Citizens,
N.A., Comerica Bank, US Bank, National Association, First
Tennessee Bank, National Association, Webster Bank, National
Association, Keybank National Association, Sumitomo Mitsui Banking
Corporation, and Mizuho Corporate Bank, Ltd.

The Credit Agreement includes an event of default if Morris
Publishing defaults in the payment when due of any principal or
interest due on any other indebtedness having an aggregate
principal amount of $5,000,000 or more (such as Morris
Publishing's $278,478,000 of 7% Senior Subordinated Notes due
2013.  Morris Publishing failed to pay the $9,746,730 interest
payment due February 1, 2009 and the $9,746,730 interest payment
due August 3, 2009 on the Notes.

Also on August 21, 2009, Morris Publishing and Morris Publishing
Finance Co., as issuers, and all other subsidiaries of Morris
Publishing, as subsidiary guarantors, entered into Amendment No. 8
to the Forbearance Agreement dated as of February 26, 2009, with
respect to the indenture relating to the Notes between the
issuers, the subsidiary guarantors and US Bank Trust, N.A. (as
successor to Wachovia Bank, N.A.), as Indenture Trustee, dated as
of August 7, 2003.  Morris Publishing failed to pay the $9,746,730
interest payment due February 1, 2009 and the $9,746,730 interest
payment due August 3, 2009 on the Notes.

Pursuant to the Forbearance Agreement, the holders, their
investment advisors or managers of over $226,000,000 of
outstanding principal amount of the Notes (over 80% of the
outstanding Notes), agreed not to take any action during the
forbearance period as a result of the Payment Defaults to enforce
any of the rights and remedies available to the Holders or the
Indenture Trustee under the Indenture or the Notes, including any
action to accelerate, or join in any request for acceleration of,
the Notes.

The Holders also agreed to request that the Indenture Trustee not
take any such remedial action with respect to the Payment
Defaults, including any action to accelerate the Notes during the
Forbearance Period.

Under the Amendment No. 8, the "Forbearance Period" generally
means the period ending at 5:00 p.m. EDT on August 28, 2009, but
could be terminated earlier for various reasons set forth in the
Forbearance Agreement including if the lenders under the Credit
Agreement accelerate the maturity of the obligations under the
Credit Agreement, if Waiver No. 11 is terminated, upon the
occurrence of any other default under the Indenture, or if Morris
Publishing files for bankruptcy protection or breaches its
covenants under the Forbearance Agreement.

Holders of more than 80% of the outstanding amount of senior
subordinated notes agreed to the forbearance.

The lenders party to the Credit Agreement also agreed to waive
until August 28, 2009, the cross default arising from the overdue
interest payments on the senior subordinated notes.

Morris Publishing Group, LLC -- http://morris.com/-- is a
privately held media company based in Augusta, Ga.  Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.


NAVISTAR INT'L: Files Pro Forma Financials on Monaco Purchase
-------------------------------------------------------------
Navistar International Corporation filed with the Securities and
Exchange Commission pro forma financial information based on
Navistar's fiscal year ended October 31, 2008 and Monaco's
financial information for the 12-month period ended September 27,
2008.

Navistar said the periods of the pro forma financial information
represent the most recent periods prior to Monaco's severe
curtailment of operations and resulting liquidation, and more
closely align to the Company's fiscal year-end.

Based on recent performance and market conditions, Navistar does
not expect the results of the acquired business to be material to
its near-term future results of operations.

On June 4, 2009, Navistar completed the acquisition of certain
assets of Monaco Coach Corporation.  Monaco filed for Chapter 11
bankruptcy relief on March 5 in the District of Delaware and the
transaction was consummated following court approval.  The assets
purchased by Navistar represented the majority of Monaco's
Motorized Recreational Vehicle and Towable Recreational Vehicle
segments.

Monaco was a leading manufacturer of premium, motorized
recreational vehicles, as well as towable RVs.  Monaco also had
businesses within the RV resort industry.  In 2008 and into 2009,
with global economies, and in particular the U.S., undergoing a
period of economic uncertainty and the related financial markets
experiencing unprecedented volatility, the banking systems and
financial markets were adversely affected, which decimated demand
and financing for RVs.  The historic run-up in fuel prices during
2008 further resulted in a catastrophic drop in the RV industry,
which was at the lowest point in 30 years.  Monaco ceased
production in December 2008 and subsequently filed voluntary
petitions seeking Chapter 11 bankruptcy relief in March 2009.

Under the provisions and guidance of Rule 11-01 of Regulation S-X,
Navistar concluded that the acquired assets of Monaco constituted
a business.  Furthermore, the acquisition was considered
significant based on the quantitative income test prescribed in
Rule 11-01(b) and Rule 1-02(w) of Regulation S-X.  Based on the
results of the quantitative income test, the Company is required
to file full financial statements for Monaco as of their three
most recently completed fiscal years, or the fiscal years ended
January 3, 2009, December 29, 2007, and December 30, 2006.  In
addition, Navistar is required to file pro forma financial
information including balance sheet information as of Navistar's
most recently completed interim period, or the six-months ended
April 30, 2009, and income statement information for Navistar's
most recently completed fiscal year and most recently completed
interim period, or the fiscal year ended October 31, 2008 and the
six-months ended April 30, 2009.

Considering the financial distress and ultimate liquidation of
Monaco, Navistar believes that the required Monaco financial
statements as of and for the fiscal year ended January 3, 2009
would not be meaningful or useful to the financial statement user.
Navistar noted this financial statement period includes a
significant period of time when Monaco operated at a historic low-
point in the RV industry with 2008 volumes significantly below the
historical industry average, had minimal sales including the sale
of inventory at significant discounts to satisfy cash needs, and
included significant restructuring and impairment charges.  The
Company believes that the required financial statements as of and
for the fiscal year ended January 3, 2009 would not be indicative
of Monaco's historic performance, nor are those results
representative of expected future performance.

The Company further believes that the required pro forma financial
information for the six-months ended April 30, 2009, would not be
meaningful or useful to the financial statement user.  The six-
months ended April 30, 2009 includes a significant period of time
when Monaco had ceased manufacturing operations, had minimal sales
including the sale of inventory at significant discounts to
satisfy cash needs, included significant restructuring and
impairment charges, and was operating under bankruptcy protection.
Because the long-lived assets acquired from Monaco were assigned a
value of $1 million through purchase accounting, i) there would be
no material pro forma adjustments to reflect depreciation and
amortization of acquired assets and ii) any asset impairment that
would likely be presented in Monaco's historical results for this
interim period would not have any impact on the interim pro forma
results.

The Company also delivered to the SEC the 2007 and 2006 audited
financial statements of Monaco as included in their Annual Report
on Form 10-K for the year ended December 29, 2007, and interim
unaudited financial statements as included in their Quarterly
Report on Form 10-Q as of and for the nine-month period ended
September 27, 2008.  The periods of the financial statements
represent the most recent periods prior to Monaco's severe
curtailment of operations and resulting liquidation.  Monaco has
supplemented the interim unaudited financial statements as of and
for the nine-month period ended September 27, 2008, with a
description of events transpiring since Monaco's filing of their
Quarterly Report on Form 10-Q for the third quarter.

A copy of the audited financial statements of Monaco with
consolidated balance sheets as of December 29, 2007, and
December 30, 2006 and consolidated statements of income,
stockholders' equity and cash flows for each of the two years in
the period ended December 29, 2007, is available at no charge at
http://ResearchArchives.com/t/s?4278

A copy of the unaudited financial statements of Monaco as of and
for the nine-months ended September 27, 2008, is available at no
charge at http://ResearchArchives.com/t/s?4279

A copy of the unaudited pro forma condensed combined financial
statements as of and for the year ended October 31, 2008, is
available at no charge at http://ResearchArchives.com/t/s?427a

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.navistar.com/-- produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar reported $9.65 billion in total assets and $11.09 billion
in total liabilities as of April 30, 2009, resulting in
$1.44 billion in stockholders' deficit.

                             *   *   *

According to the Troubled Company Reporter on April 15, 2009,
Fitch Ratings has affirmed the Issuer Default Ratings of Navistar
International Corporation and Navistar Financial Corp. at 'BB-',
the Rating Outlook remains Negative.  The ratings cover
roughly $1.8 billion of debt at NAV and $3.2 billion debt at
NFC as of January 31, 2009.


NAVISTAR INT'L: Files Financial Info on Blue Diamond Joint Venture
------------------------------------------------------------------
Navistar International Corporation filed with the Securities and
Exchange Commission financial information on its Blue Diamond
Joint Venture Agreement with Ford Motor Company.

Specifically, Navistar filed:

     -- Audited financial statements of Blue Diamond Parts, LLC as
        of and for the year ended December 31, 2008

        See http://ResearchArchives.com/t/s?42cd

     -- Unaudited financial statements of Blue Diamond Parts, LLC
        as of and for the six months ended April 30, 2009

        See http://ResearchArchives.com/t/s?42ce

For the six months ended April 30, 2009, Blue Diamond Parts posted
net income of $91,743,387 compared to $91,273,158 for the same
period in 2008.  As of April 30, 2009, Blue Diamond Parts had
$65,018,873 in total assets and $47,668,576 in total liabilities.

Navistar also filed pro forma financial statements reflecting
combination of Blue Diamond Parts' financial information into its
own.  A full-text copy of the Unaudited pro forma condensed
combined financial statements as of and for the six months ended
April 30, 2009 and for the year ended October 31, 2008, is
available at no charge at http://ResearchArchives.com/t/s?42cf

On January 13, 2009, Navistar and Ford reached a settlement
agreement to restructure their ongoing business relationship and
settle all existing litigation between the companies.  On June 9,
pursuant to the provisions of the settlement agreement, Navistar
entered into the Fifth Amendment to the Blue Diamond Joint Venture
Agreement with Ford to increase the Company's equity interest in
Blue Diamond Parts from 49% to 75%, effective June 1.  The receipt
of additional equity interest from Ford was among the various
components of the settlement agreement, and no additional
consideration was paid to Ford in connection with the increase in
equity interest in BDP.

The Company engaged a third-party valuation firm to assist in
determining the fair value of the increased equity interest in BDP
and corresponding gain for this component of the settlement
agreement.  The fair value was based on a discounted cash flow
model utilizing BDP's estimated future cash flows developed by
management.

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.navistar.com/-- produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar reported $9.65 billion in total assets and $11.09 billion
in total liabilities as of April 30, 2009, resulting in
$1.44 billion in stockholders' deficit.

                             *   *   *

According to the Troubled Company Reporter on April 15, 2009,
Fitch Ratings has affirmed the Issuer Default Ratings of Navistar
International Corporation and Navistar Financial Corp. at 'BB-',
the Rating Outlook remains Negative.  The ratings cover roughly
$1.8 billion of debt at NAV and $3.2 billion debt at NFC as of
January 31, 2009.


NAVISTAR INT'L: To Close Indianapolis Casting Foundry by Dec. 31
----------------------------------------------------------------
Navistar International Corporation said it anticipates closing its
foundry, Indianapolis Casting Corporation, by December 31, 2009.

On January 27, 2009, Navistar disclosed it committed to close its
Indianapolis Engine Plant and the ICC foundry.  The closures of
IEP and ICC were originally expected to be completed by July 31,
2009.

With respect to the IEP facility, the Company intends to continue
certain quality control and manufacturing engineering activities
at IEP for the foreseeable future.  The Company had said
subsequent to July 31, 2009, there will be no other business
activities at the IEP facility aside from the engineering
activities.

The changes to the Company's planned activities at IEP and the
timing of the closure of ICC are not expected to have a material
effect on the Company's financial condition or results of
operations.

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.navistar.com/-- produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar reported $9.65 billion in total assets and $11.09 billion
in total liabilities as of April 30, 2009, resulting in
$1.44 billion in stockholders' deficit.

                             *   *   *

According to the Troubled Company Reporter on April 15, 2009,
Fitch Ratings has affirmed the Issuer Default Ratings of Navistar
International Corporation and Navistar Financial Corp. at 'BB-',
the Rating Outlook remains Negative.  The ratings cover roughly
$1.8 billion of debt at NAV and $3.2 billion debt at NFC as of
January 31, 2009.


NCI BUILDING: Has $250 Mil. Equity Investment Deal with CD&R Fund
-----------------------------------------------------------------
NCI Building Systems, Inc., entered into an Investment Agreement,
dated as of August 14, 2009, with Clayton, Dubilier & Rice Fund
VIII, L.P.

The Company agreed to issue and sell to CD&R for an aggregate
purchase price of $250 million, 250,000 shares of a newly created
class of preferred stock to be designated the Series B Cumulative
Convertible Participating Preferred Stock, par value $1.00 per
share.

The investment is part of a comprehensive solution to address
NCI's significant near term debt repayment obligations, reduce
debt by $323 million and position the Company for future growth.

The CD&R Fund will have a 72% ownership position in the Company on
an as-converted, pro-forma basis.  NCI Building Systems' Board of
Directors has approved the transaction, which is expected to close
by the end of the Company's fiscal year.

The closing of the Equity Investment is subject to the
satisfaction or waiver of a number of closing conditions set forth
in the Investment Agreement, including, among others:

    * refinancing of the Company's existing senior secured credit
      facility, including the repayment of roughly $143 million in
      principal amount of the existing $293 million in principal
      amount of outstanding term loans thereunder and a
      modification of the terms and an extension of the maturity
      of the remaining $150 million outstanding balance of the
      term loans;

    * entry into a new $125 million asset-based revolving credit
      facility;

    * consummation of an exchange offer by the Company to acquire
      all of the Company's existing 2.125% convertible notes due
      2024 in exchange for a combination of $500 in cash and 125
      shares of common stock, par value $0.01 per share, of the
      Company for each $1,000 principal amount of convertible
      notes, which exchange offer will be subject to a number of
      conditions, including the tender of at least 95% of the
      aggregate principal amount of such convertible notes;

    * the sufficiency of the Cash Proceeds, together with the
      Company's cash on hand at Closing, to consummate the
      refinancing of the existing senior secured credit facility
      and the convertible notes exchange offer, and to pay fees
      and expenses in connection therewith and the transactions
      contemplated by the Investment Agreement;

    * the Company having at Closing, on a pro forma basis, not
      less than $90 million in the aggregate of unutilized and
      immediately available credit under the asset backed loan
      facility and unrestricted cash on hand; and

    * other customary closing conditions, including, among others,
      the expiration or termination of any waiting period required
      to consummate the Equity Investment under the Hart-Scott-
      Rodino Antitrust Improvements Act of 1976, as amended and
      accuracy of each party's representations and warranties in
      the Investment Agreement, subject to the applicable
      materiality standards set forth therein.

                         Bankruptcy Option

The Investment Agreement contemplates that, if the Company does
not receive consents from 100% of its senior secured credit
facility lenders for the refinancing of its existing credit
facility or does not receive tenders from holders of 95% or more
of the outstanding principal amount of the convertible notes in
the exchange offer by the expiration date of the exchange offer --
but receives consents from a number of senior secured credit
facility lenders and holders of convertible notes representing
more than one-half the number of such lenders and holders,
respectively, and, in both cases, holding at least two-thirds in
principal amount of the outstanding term loans under the credit
facility or the convertible notes, as the case may be -- then the
transactions contemplated by the Investment Agreement, including
the Equity Investment, will occur on the same terms through a
"prepackaged" Chapter 11 bankruptcy proceeding, subject to
satisfaction of certain closing conditions.

The case will be commenced in the United States Bankruptcy Court
in the District of Delaware.

If the Equity Investment and related transactions are accomplished
through a "prepackaged" bankruptcy proceeding, CD&R will have a
number of additional termination rights relating to the occurrence
or non-occurrence of certain procedural events in the course of
the bankruptcy proceeding.  The terms of the "prepackaged"
bankruptcy proceeding are to be on the terms set forth in the
Prepackaged Plan Term Sheet and otherwise as provided in the
Investment Agreement.

                        Exclusivity Clause

The Company made certain customary representations and warranties
in the Investment Agreement and agreed to certain covenants,
including covenants regarding operation of the business of the
Company and its subsidiaries prior to the Closing and covenants
prohibiting the Company from, among other things, soliciting,
providing non-public information relating to the Company or its
subsidiaries in connection with, or entering into discussions
concerning, proposals relating to alternative business combination
transactions, except (1) in limited circumstances relating to
unsolicited proposals that are, or may reasonably be expected to
lead to, a Superior Proposal and (2) after September 30, 2009, if
certain conditions are satisfied, relating to a Contingency Plan
Proposal.

                   Indemnification & Other Terms

Under the Investment Agreement, the Company provided pre- and
post-Closing indemnities.  The Company agreed to indemnify CD&R
and its affiliates after the date of the Investment Agreement from
losses arising out of, or resulting from, the Company's
authorization and approval and the Company's or CD&R's execution,
delivery, performance or termination of the Investment Agreement
or the transactions in connection with the Investment Agreement
(other than any losses attributable to the economic risks of
CD&R's investment decision).

The Investment Agreement contains termination rights for both the
Company and CD&R and provides that (1) if the Investment Agreement
is terminated under specified circumstances -- including (a) if
the Company's board of directors elects to enter into an agreement
involving a Superior Proposal or (b) if the Investment Agreement
is terminated under certain circumstances and the Company enters
into a Qualified Transaction within 12 months of such termination
-- the Company may be required to pay CD&R a termination fee of
$8.25 million and reimburse up to $9.5 million of CD&R's expenses
in addition to amounts previously reimbursed and (2) if the
Investment Agreement is terminated under other specified
circumstances where CD&R has not taken any action, or failed to
take any action, in breach of the Investment Agreement which
proximately caused the termination of the Investment Agreement,
the Company may be required to reimburse up to $4.5 million of
CD&R's expenses in addition to amounts previously reimbursed.
Concurrently with the execution of the Investment Agreement, the
Company agreed to reimburse CD&R for up to $5 million of
documented out-of-pocket expenses incurred by CD&R through
August 14, 2009.

If the Equity Investment is completed, the Company will reimburse
CD&R up to $9.5 million of expenses (in addition to amounts
previously reimbursed) and will pay to CD&R a transaction fee of
$8.25 million.

In connection with the consummation of the Equity Investment, the
Company will file a Certificate of Designations, Preferences and
Rights of the Series B Cumulative Convertible Participating
Preferred Stock setting forth the terms, rights, obligations, and
preferences of the Preferred Stock.

As a condition to the issuance of the Preferred Shares, the
Company and CD&R will enter into a stockholders agreement
providing for certain governance and other rights.  CD&R and its
affiliates will be restricted from acquiring beneficial ownership
of more than 80% of the Company's voting power or of the economic
interest in the Company for a period ending on the 30-month
anniversary of the Closing, unless earlier terminated under
limited circumstances.  Thereafter, CD&R will be restricted from
acquiring beneficial ownership of more than 80% of the Company's
voting power or of the economic interest in the Company unless a
majority of the Unaffiliated Shareholder Directors consent to such
acquisition.

The Company and CD&R will also enter into a registration rights
agreement under which the Company will grant CD&R customary demand
and piggyback registration rights, including a limited number of
demand registrations and underwritten shelf registration statement
offerings with respect to the shares of Common Stock into which
the Preferred Shares may be converted.

A full-text copy of the Investment Agreement, dated August 14,
2009, between NCI Building Systems, Inc. and Clayton, Dubilier &
Rice Fund VIII, L.P., including exhibits, is available at no
charge at http://ResearchArchives.com/t/s?427d

NCI Building Systems is represented in the deal by:

     Wachtell, Lipton, Rosen & Katz
     Attention: Mark Gordon, Esq.
     51 West 52nd Street
     New York, New York 10019
     Fax: (212) 403-2000

Clayton Dubilier is represented in the deal by:

     Debevoise & Plimpton LLP
     Attention: Franci J. Blassberg, Esq.
     919 Third Avenue
     New York, NY 10022
     Fax: (212) 909-6836

Greenhill & Co. acted as financial advisor to NCI Building
Systems.  Sagent Advisors Inc. acted as financial advisor to the
CD&R Fund.

                          Exchange Offer

In connection with the proposed exchange offer by NCI Building
Systems to acquire all of the Company's outstanding 2.125%
Convertible Senior Subordinated Notes due 2024 -- issued under
that indenture, dated as of November 16, 2004, between the Company
and The Bank of New York, as trustee -- in exchange for cash and
shares of Company common stock, the Company expects to file with
the Securities and Exchange Commission a registration statement on
Form S-4, a exchange offer statement on Schedule TO and related
documents and materials.

The final offer document and prospectus relating to the proposed
exchange offer will be mailed to the holders of the convertible
notes.  Investors and security holders may obtain a free copy of
the registration statement, exchange offer statement and the final
offer document and prospectus (when available), as well as other
documents filed by the Company with the SEC, at the SEC's web
site, http://www.sec.gov/ Free copies of NCI's filings with the
SEC may also be obtained from the Company's Investor Relations
Department at P.O. Box 692055, Houston, Texas 77269-2055 or by
phone at (281) 897-7788.

"As a result of this transaction, we will resolve our capital
structure issues and gain the flexibility to ride out the current
economic crisis and benefit from improved market conditions over
the next several years," noted Norman C. Chambers, Chairman,
President and CEO of NCI Building Systems.  "After many months of
exploring a broad range of solutions, we are convinced the CD&R
Fund's investment, while unfortunately very dilutive, is in the
best interests of our shareholders.  In addition to substantially
reducing the financial risk that has weighed heavily on the
Company, this transaction will allow our shareholders to benefit
from ongoing improvements in operating performance driven by our
recent restructuring programs as well as the growth opportunities
we will have in better economic times."

"CD&R is widely respected as a long term investor and builder of
businesses, and will bring both financial and operating resources
to our Company.  This significant investment serves as a strong
endorsement for our business model and growth strategy, as well as
our future prospects," Mr. Chambers said.

Nathan K. Sleeper, the CD&R partner leading the transaction,
stated, "NCI Building Systems is a clear market leader serving a
diverse set of customers and geographies within the nonresidential
construction market.  We believe that NCI's leading brand position
among builders, combined with its unique manufacturing and
distribution system, gives the Company a very strong competitive
position.  We look forward to completing this transaction and
working with the strong and experienced NCI management team to
build long-term value for the Company's customers, employees and
shareholders."

Upon completion of the transaction, the CD&R Fund will appoint
directors to the Board in proportion to its aggregate as-converted
percentage ownership of common stock.  James G. Berges, a CD&R
Operating Partner, will join the Board and be designated Chairman
of the Executive Committee.  The Board will include Mr. Chambers,
who will remain as Chairman and CEO, and at least two independent
directors not appointed by the CD&R Fund; the NCI management team
will remain in place.

"We welcome the opportunity to work together with CD&R. Jim Berges
brings significant operating industry expertise from his previous
tenure with Emerson Electric and General Electric," Mr. Chambers
said.

                      About Clayton Dubilier

Clayton, Dubilier & Rice, Inc. -- http://www.cdr-inc.com/-- is a
private equity firm with an investment strategy predicated on
producing superior financial returns through building stronger,
more profitable businesses.  The Firm's professionals include a
combination of financial and operating executives.  Since
inception, CD&R has managed the investment of more than $12
billion in 43 U.S. and European businesses representing a broad
range of industries with an aggregate transaction value of roughly
$70 billion and revenues of nearly $100 billion.  The Firm is
based in New York and London.

                    About NCI Building Systems

NCI Building Systems, Inc. (NYSE: NCS) is one of North America's
largest integrated manufacturers of metal products for the
nonresidential building industry.  NCI is comprised of a family of
companies operating manufacturing facilities across the United
States and Mexico, with additional sales and distribution offices
throughout the United States and Canada.

The Company posted net loss of $120.2 million for the three months
ended May 3, 2009, from net income of $14.8 million for the
quarter ended April 27, 2008.  The Company posted net loss of
$648.8 million for the six months ended May 3, 2009, from net
income of $22.3 million for the quarter ended April 27, 2008.

As of May 3, 2009, the Company had $621.1 million in total assets
and $620.8 million in total current liabilities and $24.2 million
in total long-term liabilities, resulting in $23.9 million in
stockholders' deficit.


NCI BUILDING: Inks Amendment to Employment Agreements
-----------------------------------------------------
In connection with its entry into the $250 million Investment
Agreement with Clayton, Dubilier & Rice Fund VIII, L.P., NCI
Building Systems, Inc., on August 14, 2009, entered into amendment
agreements with each of:

     -- Norman C. Chambers (Chairman of the Board, President and
        Chief Executive Officer),

     -- Mark E. Johnson (Executive Vice President, Chief Financial
        Officer and Treasurer),

     -- Mark W. Dobbins (Executive Vice President and Chief
        Operating Officer),

     -- Charles W. Dickinson (President of Metal Components
        Division) and Keith E. Fischer (President of Robertson-
        Ceco Division).

Effective immediately prior to the Closing, the Amendment
Agreements modify the "good reason" definition in each executive's
employment agreement and revise Mr. Chambers' employment agreement
to provide that he will be entitled to a cash severance payment
equal to the greater of (1) two times his base salary and (2) his
base salary through April 30, 2014, upon a termination of his
employment without "cause" or for "good reason."

Mr. Chambers is currently entitled to receive his base salary
through April 30, 2014 upon a termination of his employment
without "cause" or for "good reason."

In addition, pursuant to the Amendment Agreements, Messrs.
Chambers, Dobbins and Dickinson waived their rights to accelerated
vesting of the Company restricted shares granted to them under
their respective 2004 Long-Term Restricted Stock Award Agreements
in connection with the transactions contemplated by the Investment
Agreement, which restricted shares will otherwise continue to vest
in accordance with their terms or, if earlier, upon a termination
of the executive's employment without "cause" or for "good
reason."

The amendments to the 2004 Long-Term Restricted Stock Award
Agreements apply to 64,516 Company restricted shares for Mr.
Chambers, 25,000 Company restricted shares for Mr. Dobbins and
25,000 Company restricted shares for Mr. Dickinson.  In addition,
the Company has agreed to amend the Company's Deferred
Compensation Plan and related rabbi trust to provide that the
transactions contemplated by the Investment Agreement will have no
effect on those arrangements.

                    About NCI Building Systems

NCI Building Systems, Inc. (NYSE: NCS) is one of North America's
largest integrated manufacturers of metal products for the
nonresidential building industry.  NCI is comprised of a family of
companies operating manufacturing facilities across the United
States and Mexico, with additional sales and distribution offices
throughout the United States and Canada.

The Company posted net loss of $120.2 million for the three months
ended May 3, 2009, from net income of $14.8 million for the
quarter ended April 27, 2008.  The Company posted net loss of
$648.8 million for the six months ended May 3, 2009, from net
income of $22.3 million for the quarter ended April 27, 2008.

As of May 3, 2009, the Company had $621.1 million in total assets
and $620.8 million in total current liabilities and $24.2 million
in total long-term liabilities, resulting in $23.9 million in
stockholders' deficit.


NCI BUILDING: S&P Downgrades Corporate Credit Rating to 'CC'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Houston, Texas-based metal building
components manufacturer NCI Building Systems Inc. to 'CC' from
'CCC+'.  S&P removed the rating from CreditWatch with developing
implications, where it was placed July 16, 2009.  The outlook on
the corporate credit rating is negative.

The issue-level rating on the company's term loan is unchanged at
'B-' and remains on CreditWatch with developing implications.

The rating actions follow NCI's announcement that it is offering
to exchange $180 million of its 2.125% senior subordinated
convertible notes for a combination of cash ($500) and equity (125
shares) per $1,000 of note value.  The exchange is part of a
larger recapitalization plan by which a fund managed by Clayton,
Dublier & Rice will invest $250 million in the company in the form
of preferred equity.  NCI will use the proceeds to reduce debt and
to fund the exchange.  In addition, the company is contemplating
amending and extending its existing $400 million (current balance
of $293 million) bank term loan to a $150 million term loan with a
five-year maturity.  NCI also anticipates entering into a
$125 million five-year asset-based revolving credit agreement,
which is expected to be unfunded at closing.

The exchange of the notes for cash and new equity equates to a
value close to par based on current stock prices.  However, the
company disclosed in its public filings that should less than 100%
of lenders and 95% of noteholders consent to the loan amendment
and note exchange, respectively, it contemplates effecting this
plan on the same terms via a pre-packaged Chapter 11 bankruptcy as
long as more than one-half of the number of lenders and
noteholders representing two-thirds of the principal amount have
already indicated their consent.  As a result, S&P view the
exchange as tantamount to a restructuring and default, since
failure to complete the exchange on stated terms will likely
result in a bankruptcy filing.

S&P expects that NCI will launch the exchange offer within the
next several weeks to allow time to complete the exchange prior to
the November 15 first put on the $180 million convertible senior
subordinated notes.

"Upon completion of the proposed transactions, S&P will lower the
corporate credit rating to 'SD' (selective default)," said
Standard & Poor's credit analyst Thomas Nadramia.  "As soon as is
possible thereafter, S&P will reassess the corporate credit
rating."

It is S&P's preliminary expectation that, in the event the
exchange succeeds, the corporate credit rating would be in the 'B'
rating category, recognizing that the post-exchange capital
structure would substantially reduce NCI's debt and extend debt
maturities for another five years.  A rating in the 'B' range
would also acknowledge that the post-exchange capital structure,
combined with management's continued cost control measures, would
allow the company somewhat greater capacity to weather the current
downturn over at least the next several quarters.  However, should
the company file a prepackaged Chapter 11 bankruptcy
reorganization, S&P would lower all ratings to 'D'.

The outlook is negative, reflecting S&P's expectation that S&P
will lower the corporate credit rating on NCI to 'SD' following
the completion of the exchange offer, or to 'D' if the company
files for bankruptcy.


NCI BUILDING: Sees Profitable Fiscal Q3; Waivers Extended to Sept.
------------------------------------------------------------------
NCI Building Systems, Inc., expects to report a profitable fiscal
third quarter ended August 2, 2009, as a result of previously
implemented cost reduction programs, and continued pricing
discipline.  Operating cash flow is expected to be positive.  NCI
will release its fiscal third quarter results on September 9,
2009.

NCI has entered into a definitive agreement with Clayton, Dubilier
& Rice Fund VIII, L.P., a fund managed by Clayton, Dubilier &
Rice, Inc., under which the CD&R Fund will invest $250 million in
the Company through the purchase of newly issued Convertible
Participating Preferred Shares.  The investment is part of a
comprehensive solution to address NCI's significant near term debt
repayment obligations, reduce debt by $323 million and position
the Company for future growth.

The CD&R Fund will have a 72% ownership position in the Company on
an as-converted, pro-forma basis.  NCI's Board of Directors has
approved the transaction, which is expected to close by the end of
the Company's fiscal year.

With the signing of the definitive agreement for an equity
investment, the waivers granted by NCI's senior credit facility
lenders on May 20, 2009, are automatically extended to
September 15, 2009.  The Company will request a further extension
to complete the transaction.

The Investment Agreement contemplates that, if the Company does
not receive consents from 100% of its senior secured credit
facility lenders for the refinancing of its existing credit
facility or does not receive tenders from holders of 95% or more
of the outstanding principal amount of the convertible notes in
the exchange offer by the expiration date of the exchange offer --
but receives consents from a number of senior secured credit
facility lenders and holders of convertible notes representing
more than one-half the number of such lenders and holders,
respectively, and, in both cases, holding at least two-thirds in
principal amount of the outstanding term loans under the credit
facility or the convertible notes, as the case may be -- then the
transactions contemplated by the Investment Agreement, including
the Equity Investment, will occur on the same terms through a
"prepackaged" Chapter 11 bankruptcy proceeding, subject to
satisfaction of certain closing conditions.

The case will be commenced in the United States Bankruptcy Court
in the District of Delaware.

If the Equity Investment and related transactions are accomplished
through a "prepackaged" bankruptcy proceeding, CD&R will have a
number of additional termination rights relating to the occurrence
or non-occurrence of certain procedural events in the course of
the bankruptcy proceeding.  The terms of the "prepackaged"
bankruptcy proceeding are to be on the terms set forth in the
Prepackaged Plan Term Sheet and otherwise as provided in the
Investment Agreement.

The Company posted net loss of $120.2 million for the three months
ended May 3, 2009, from net income of $14.8 million for the
quarter ended April 27, 2008.  The Company posted net loss of
$648.8 million for the six months ended May 3, 2009, from net
income of $22.3 million for the quarter ended April 27, 2008.

As of May 3, 2009, the Company had $621.1 million in total assets
and $620.8 million in total current liabilities and $24.2 million
in total long-term liabilities, resulting in $23.9 million in
stockholders' deficit.

                    About NCI Building Systems

NCI Building Systems, Inc. (NYSE: NCS) is one of North America's
largest integrated manufacturers of metal products for the
nonresidential building industry.  NCI is comprised of a family of
companies operating manufacturing facilities across the United
States and Mexico, with additional sales and distribution offices
throughout the United States and Canada.


NEIMAN MARCUS: Bank Debt Trades at 17% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 82.43
cents-on-the-dollar during the week ended Friday, Aug. 21, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.82
percentage points from the previous week, The Journal relates.
The loan matures on April 6, 2013.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 21,
among the 147 loans with five or more bids.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business.  Total revenues are
about $3.9 billion.

The Company carries a 'Caa1' Corporate Family Rating and 'Caa1'
Probability of Default Rating from Moody's Investors Service.


NIELSEN CO: Bank Debt Trades at 6% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Nielsen Company is
a borrower traded in the secondary market at 93.70 cents-on-the-
dollar during the week ended Friday, Aug. 21, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.30 percentage points
from the previous week, The Journal relates.  The loan matures on
May 1, 2016.  The Company pays 375 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's,
while it carries Standard & Poor's B+ rating.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Aug. 21, among the
147 loans with five or more bids.

Active in approximately 100 countries, with headquarters in
Haarlem, The Netherlands and New York, USA, The Nielsen Company
B.V. is a global information and media company.

Nielsen Company carries a 'B2' long term corporate family rating
from Moody's, 'B' issuer credit rating from standard & Poor's, and
'B' issuer default rating from Fitch.


NEWPAGE CORP: NPI Extends Debt Tender Offers to September 4
-----------------------------------------------------------
NP Investor LLC, an affiliate of Cerberus Capital Management,
L.P., the indirect controlling shareholder of NewPage Corporation,
extended the Withdrawal Deadlines, Early Participation Times and
Expiration Times for its:

     (i) cash tender offer to purchase certain of NewPage Holding
         Corporation's outstanding Floating Rate Senior Unsecured
         PIK Notes due 2013 and NewPage's outstanding 12% Senior
         Subordinated Notes due 2013; and

    (ii) cash tender offer to purchase certain of NewPage's
         outstanding Floating Rate Senior Secured Notes due 2012
         and 10% Senior Secured Notes due 2012.

                           Tender Offer

As reported by the Troubled Company Reporter in July 2009, NewPage
and NPI commenced cash tender offer -- Second Lien Notes Tender
Offer -- to purchase certain of NewPage's outstanding Floating
Rate Senior Secured Notes due 2012 and 10% Senior Secured Notes
due 2012.

In conjunction with the Second Lien Notes Tender Offer, NPI
commenced a cash tender offer to purchase certain of the
outstanding notes of NewPage Holding and NewPage.  In addition,
Stora Enso Oyj, the holder of the NewPage Group Inc.
Floating Rate Senior Unsecured PIK Notes due 2015 -- NewPage Group
PIK Notes -- agreed, subject to certain conditions, to contribute
a portion of the NewPage Group PIK Notes upon the purchase and
contribution by NPI of notes purchased by it in the NPI Offer.

The series of existing notes originally subject to the Offers are:

       Notes Subject to the Second Lien Notes Tender Offer

                                             Total
                                             Consideration
                   Principal  Early          Acceptable
                      Amount  Participation  Bid Price
                 Outstanding  Premium(1)     Range)(1)(2)
                ------------  -------------  -------------
NewPage Corp.   $225,000,000      $30.00      $430 - $530
Floating
Rate Senior
Secured Notes
due 2012

NewPage Corp.   $806,000,000      $30.00      $450 - $550
10% Senior
Secured Notes
due 2012

                  Notes Subject to the NPI Offer

                         Accept-   Tender
              Principal  ance      Offer      Early    Total
                 Amount  Priority  Consider-  Partici- Consider-
            Outstanding  Level     ation(1)   pation   ation
           ------------  --------  ---------  -------  ---------
NewPage    $196,200,700       1     $220.00     $30.00   $250.00
Holding
Floating
Rate Sr.
Unsecured
PIK Notes
due 2013

           ------------  --------  ---------  -------  ---------
NewPage    $200,000,000       2     $320.00    $30.00    $350.00
Corp.
12% Sr.
Sub
Notes
due 2013

On August 10, 2009, NewPage determined not to proceed with its
portion of the Second Lien Notes Tender Offer.  In addition, the
size, terms and timing of NewPage's proposed offering of new
senior secured notes due 2014 were still under consideration at
that time.

As a result, NPI waived the consummation of the proposed offering
as a condition to the Second Lien Notes Tender Offer.  In
connection with the changes to the Second Lien Notes Tender Offer,
the Maximum Payment Amount was reduced from $180 million to
$50 million, all of which will be funded by NPI.

NewPage and NPI amended the Second Lien Notes Offer to Purchase
dated July 15, 2009, and distributed a supplement dated August 10
to holders of Second Lien Notes.  The amendments to the Second
Lien Notes Offer to Purchase include:

     -- NPI extended the Early Participation Time, previously
        scheduled for 5:00 p.m., New York City time, on Tuesday,
        July 28, 2009, to 12:00 Midnight, New York City time, on
        Friday, August 21, 2009, unless further extended.  All
        Holders tendering their Second Lien Notes on or prior to
        the new Early Participation Time and whose Second Lien
        Notes are accepted for purchase will be eligible to
        receive the Early Participation Premium;

     -- NPI extended the Withdrawal Deadline, previously scheduled
        for 5:00 p.m., New York City time, on Tuesday, July 28,
        2009, to 5:00 p.m., New York City time, on Tuesday,
        August 11, 2009, unless further extended; and

     -- NPI extended the Expiration Time, previously scheduled for
        12:00 Midnight, New York City time, on Tuesday, August 11,
        2009, to 12:00 Midnight, New York City time, on Friday,
        August 21, 2009, unless further extended.

                  Extension of Debt Tender Offers

On Friday, NPI said the Subordinated Notes Tender Offer has been
extended as:

     -- NPI extended the Withdrawal Deadline, previously scheduled
        for 12:00 Midnight, New York City time, on Friday,
        August 21, 2009, to 12:00 Midnight, New York City time, on
        Friday, September 4, 2009, unless further extended;

     -- NPI extended the Early Participation Time, previously
        scheduled for 12:00 Midnight, New York City time, on
        Friday, August 21, 2009, to 12:00 Midnight, New York City
        time, on Friday, September 4, 2009, unless further
        extended.  All holders tendering their Subordinated Notes
        on or prior to the new Early Participation Time and whose
        Subordinated Notes are accepted for purchase will be
        eligible to receive the Early Participation Premium; and

     -- NPI extended the Expiration Time, previously scheduled for
        12:00 Midnight, New York City time, on Friday, August 21,
        2009, to 12:00 Midnight, New York City time, on Friday,
        September 4, 2009, unless further extended.

NPI also said the Second Lien Notes Offer has been extended as:

     -- NPI extended the Withdrawal Deadline, previously scheduled
        for 5:00 p.m., New York City time, on Tuesday, August 11,
        2009, to 12:00 Midnight, New York City time, on Friday,
        September 4, 2009, unless further extended;

     -- NPI extended the Early Participation Time, previously
        scheduled for 12:00 Midnight, New York City time, on
        Friday, August 21, 2009, to 12:00 Midnight, New York City
        time, on Friday, September 4, 2009, unless further
        extended.  All holders tendering their Second Lien Notes
        on or prior to the new Early Participation Time and whose
        Second Lien Notes are accepted for purchase will be
        eligible to receive the Early Participation Premium; and

     -- NPI extended the Expiration Time, previously scheduled for
        12:00 Midnight, New York City time, on Friday, August 21,
        2009, to 12:00 Midnight, New York City time, on Friday,
        September 4, 2009, unless further extended.

As of 11:00 a.m., New York City time, on August 21, holders had
validly tendered and not withdrawn roughly (i) $151.7 million of
NewPage Holding PIK Notes, (ii) $68.6 million of 12% Senior
Subordinated Notes, (iii) $82.9 million of Floating Rate Notes and
(iv) $141.4 million of 10% Notes.

NewPage and NPI have retained Citi to serve as the lead dealer
manager for the Offers and Banc of America Securities LLC, Credit
Suisse Securities (USA) LLC and Goldman, Sachs & Co. are acting as
additional dealer managers. Barclays Capital Inc. is acting as co-
manager for the Offers.  Questions regarding the Offers may be
directed to Citigroup Global Markets Inc. at (212) 723-6106
(collect) or (800) 558-3745 (toll-free).  Requests for documents
in connection with the Offers may be directed to Global Bondholder
Services Corporation, the information agent for the Offers at
(212) 430-3774 or (866) 470-3700 (toll-free).

                           About NewPage

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
largest coated paper manufacturer in North America, based on
production capacity, with $4.4 billion in net sales for the year
ended December 31, 2008.  The company's product portfolio is the
broadest in North America and includes coated freesheet, coated
groundwood, supercalendered, newsprint and specialty papers.  The
papers are used for corporate collateral, commercial printing,
magazines, catalogs, books, coupons, inserts, newspapers,
packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  The mills have a
total annual production capacity of roughly 4.4 million tons of
paper, including roughly 3.2 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.


NEWPAGE CORP: Continues Lender Talks to Obtain Covenant Waiver
--------------------------------------------------------------
NewPage Corporation said it is continuing discussions with lenders
to obtain a waiver or amendment to its covenants.

NewPage said it is in compliance with all covenants as of June 30,
2009.  The required financial covenant levels and the actual
levels as of June 30, 2009 are:

                                              Covenant   Actual
                                              --------   ------
     Maximum Leverage Ratio                      5.75     5.65
     Maximum Senior Leverage Ratio               3.25     3.04
     Minimum Interest Coverage Ratio             1.75     2.14
     Minimum Fixed Charge Coverage Ratio         1.10     1.36

NewPage noted the required financial covenant levels become more
restrictive over the term of the senior secured credit facilities.
By December 31, 2009, the leverage ratio declines to 5.00 with
further decreases over the following three years to 3.75, the
senior leverage ratio declines to 2.50 with further decreases over
the following three years to 1.25 and the interest coverage ratio
increases to 2.00 with a further increase to 2.50 the following
year.

In July 2009, NewPage said it was working with lenders on an
amendment of certain provisions of its term loan senior secured
credit facility and revolving senior secured credit facility.  In
addition, NP Investor LLC, an affiliate of Cerberus Capital
Management, L.P., the indirect controlling shareholder of NewPage,
announced in July 2009 an offer to purchase a portion of NewPage's
floating rate senior secured notes, 10% senior secured notes and
12% senior subordinated notes.  In addition, NPI announced an
offer to purchase all of NewPage Holding's senior unsecured PIK
notes that are validly tendered and not withdrawn.  Furthermore,
the size, terms and timing of NewPage's proposed offering of new
senior secured notes due 2014 are still under consideration at
this time.  There can be no assurance that NewPage or NPI will
complete any or all of the transactions on the terms previously
announced or at all.

"The economic environment continues to be challenging and
uncertain, with limited visibility to the timing and strength of
an economic recovery in North American coated paper.  We continue
to closely monitor market pricing and demand, but forecasting has
become particularly difficult in this uncertain environment.  A
weak recovery in customer demand, coupled with continued price
erosion, could jeopardize our ability to meet our financial
covenants during the upcoming twelve-month period," NewPage said.

NewPage also said its senior secured credit agreements allow the
shareholders of NewPage Group to make an equity contribution to
NewPage within 10 days of the delivery of the compliance
certificate to the administrative agent.  The equity contribution
would be added to consolidated adjusted EBITDA to determine
compliance.  The aggregate amount of contributions cannot exceed
$50 million and may be made up to two times in any 12 month period
and four times over the life of the credit agreements.

"We cannot provide assurance that waivers or amendments could be
obtained or whether the shareholders of NewPage Group would make
an equity contribution to cure a violation.  If we did violate our
financial covenants, and were not able to obtain a waiver or
amendment to the covenants, and the shareholders of NewPage Group
did not make an equity contribution to cure the violation, and the
lenders so request, the debt would become immediately payable and
would affect our ability to borrow amounts under the revolving
credit facility for liquidity needs.  We do not have sufficient
cash on hand to satisfy such a demand.  Accordingly, the inability
to comply with our financial covenants or obtain waivers or
amendments for non-compliance would have a material adverse effect
on our financial position, results of operations, liquidity and
cash flows," NewPage said.

On August 12, 2009, NewPage reported results of operations for the
second quarter of 2009.  The Company said net sales were
$736 million in the second quarter of 2009 compared to $1.063
billion in the second quarter of 2008, a decrease of $327 million,
or 31%.  The decrease resulted from lower sales volumes and lower
average coated paper prices caused by a significant decline in
advertising spending and reductions in customer inventory levels
on hand.  Net loss attributable to NewPage was $6 million in the
second quarter of 2009 compared to a net loss attributable to
NewPage of $21 million in the second quarter of 2008, primarily as
a result of the benefit of alternative fuel mixture tax credits
and reduction in raw material costs, partially offset by the lower
sales volumes and lower average sales prices.  Debt covenant
EBITDA (earnings before interest, taxes, depreciation and
amortization) was $134 million for the second quarter of 2009
compared to $137 million for the second quarter of 2008.

As of June 30, 2009, NewPage Holding had $4.141 billion in total
assets; and total current liabilities of $475 million, long-term
debt of $3.145 billion, and other long-term obligations of
$618 million; resulting in $97 million total deficit.

As of June 30, 2009, NewPage Corp. had $4.140 billion in total
assets; and total current liabilities of $475 million, long-term
debt of $2.953 billion, and other long-term obligations of
$618 million; resulting in $94 million total deficit.

NewPage closed the quarter with $288 million of liquidity,
consisting of $6 million of cash and cash equivalents and
$282 million of additional borrowing availability under the
revolving credit facility.

NewPage received the resignation of Michael S. Williams from the
boards of directors and compensation committee of NewPage Holding
Corporation and NewPage Corp. effective as of August 3, 2009.
There were no disagreements between Mr. Williams and the
Registrants that resulted in Mr. Williams' resignation.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42b4

                           About NewPage

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
largest coated paper manufacturer in North America, based on
production capacity, with $4.4 billion in net sales for the year
ended December 31, 2008.  The company's product portfolio is the
broadest in North America and includes coated freesheet, coated
groundwood, supercalendered, newsprint and specialty papers.  The
papers are used for corporate collateral, commercial printing,
magazines, catalogs, books, coupons, inserts, newspapers,
packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  The mills have a
total annual production capacity of roughly 4.4 million tons of
paper, including roughly 3.2 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.


NORBOURG ASSET MANAGEMENT: Founder's Fraud Sentence Cut to 5 Years
------------------------------------------------------------------
Norbourg Asset Management Inc. Founder Vincent Lacroix had his 12-
year prison sentence for defrauding clients of C130 million cut to
five years, Bloomberg News said, citing reporting by the Canadian
Press.  Mr. Lacroix was found guilty in December 2007 of 51 fraud
counts brought against him by Autorite des Marches Financiers, the
provincial financial-services regulator.  Court of Quebec Judge
Claude Leblond in Montreal sentenced Lacroix to 12 years in
prison, a term that was reduced to 8-1/2 years on appeal.  The
regulator sought to have the sentence reinstated by the Court of
Appeal of Quebec.  Instead, the appeals court in Quebec reduced
the sentence further to five years, Canadian Press said.  The
Autorite hasn't decided whether to appeal to Canada's Supreme
Court, the news agency said.

Norbourg Asset Management Inc., formerly Norbourg Financial
Services Inc., was a wealth management firm, acting as securities
adviser for the Evolution and Norbourg families of funds.

Norbourg Asset Managment in August 2005 was ordered to cease all
activities and a freeze order was issued on the bank accounts of
Norbourg and the companies related to Vincent Lacroix.  The
freezing of all activities and transactions was ordered after an
investigation revealed that the firm and its president no longer
had the integrity required under the Securities Act.   RSM Richter
Inc. was named as trustee for the assets pursuant to the
provisions of the Bankruptcy and Insolvency Act in Canada.


NORTEL NETWORKS: French Court Extends Deadline to Sell Unit
-----------------------------------------------------------
Heather Smith at Bloomberg News reports that Nortel Networks Corp.
said the commercial court in Versailles, near Paris, has extended
the company's deadline to sell its French research and development
unit for another three months.

Bloomberg relates Nortel said the commercial court in Versailles
approved a request by Michel Clement, general manager for Nortel's
French operations, for a one-time extension to Nov. 20.

"Within this new extended mandate, we will be able to at least
get a secure offer for the business," Bloomberg quoted Isabelle
Tadmoury, a Nortel spokeswoman in France, as saying.
Ms. Tadmoury, as cited by Bloomberg, said discussions are
"advancing" with "multiple" possible buyers.

Bloomberg recalls Ericsson AB, the world's largest maker of
wireless phone networks, said on July 25 that it will buy Nortel's
wireless equipment unit for USUS$1.13 billion.  Bloomberg says the
sale is under review by the Canadian government.  According to
Bloomberg, discussions concerning the French unit's sale focus on
its GSM, or global system for mobile communications, business.

Bloomberg discloses Ms. Tadmoury said Ernst & Young will release
funds as a result of yesterday's court decision to allow severance
payments for employees at the French research group.

As reported in the Troubled Company Reporter-Europe on July 10,
2009, Bloomberg News said Nortel requested the sale of the unit,
one of its two French subsidiaries, as part of bankruptcy
procedures filed in London in January 2009.  A court in Versailles
set an initial deadline of August 20, 2009, for a possible sale of
the unit.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

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

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

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: Ericsson May Bid for More Wireless Patents
-----------------------------------------------------------
Hugo Miller at Bloomberg News reported that Ericsson AB may pursue
more of Nortel's technology if it is put up for sale.  Mark
Henderson, president of Ericsson's Canadian unit, said the
licenses aren't exclusive and the technology is also being
developed by other companies.  Former Nortel Chief Executive
Officer Mike Zafirovski said this month that about 2,000 patents
will be sold with its main businesses.  The Toronto-based company
will be left with about 3,000 other patents, including more than
100 related to LTE that it may decide to sell, he said.

As reported by the Troubled Company Reporter on August 7, 2009,
Canadian lawmakers have held emergency hearings on August 7 to
review the sale of Nortel Networks' key assets to Ericsson AB, on
concerns that Canada could lose technology it helped develop.

The bankruptcy courts in Canada have approved the Ericsson deal.

According to Bloomberg, Industry Minister Tony Clement has said
that if there is a review of the sale, Ericsson would have to
demonstrate that the transfer of assets provides net benefits to
Canada.  "Canadians have invested so much money through the
research and development credits that we should be in control of
that technology," said Brian Masse, a committee member from the
New Democratic Party. "It's critical for Canada to keep control
over some of that information -- the patents -- and also the
people."

At a joint hearing July 28, the Company, its principal operating
subsidiary Nortel Networks Limited, and certain of its
other subsidiaries including Nortel Networks Inc., obtained orders
from the Ontario Superior Court of Justice and the United States
Bankruptcy Court for the District of Delaware approving the sale
agreement with Telefonaktiebolaget LM Ericsson for substantially
all of Nortel's CDMA business and LTE Access assets for a purchase
price of US$1.13 billion.

Under the asset sale agreement, Ericsson is buying substantially
all of Nortel's CDMA business which is the second largest supplier
of CDMA infrastructure in the world, and substantially all of
Nortel's LTE Access assets giving it a strong technology position
in next generation wireless networks.  Also as part of this
agreement, a minimum of 2,500 Nortel employees supporting the CDMA
and LTE Access business will receive offers of employment from
Ericsson.

The sale to Ericsson has not yet been closed.  Completion of the
sale is subject to regulatory and other customary closing
conditions, and the purchase price is subject to certain post-
closing adjustments.  Nortel previously said it will work
diligently with Ericsson to close the sale later this year.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

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

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

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTH AMERICAN TECH: Opus 5949 Moves Payment Deadline to Aug. 31
----------------------------------------------------------------
Opus 5949 LLC, an affiliate of Sammons VPC, Inc., which
beneficially owns greater than 69% of the North American
Technologies Group, Inc. securities, and NATG entered into Limited
Waiver to Construction Loan Agreement on August 17, 2009.

The agreement amends the Company's loan agreement with respect to
its promissory note in the principal amount of $14,000,000.  The
Construction Loan originally provided for a 10-year maturity and
quarterly principal installments of $350,000 beginning July 1,
2005.

An amendment to the Construction Loan note on July 24, 2007,
resulted in the deferral of principal installments, totalling
$7,000,000, to July 25, 2010.  The remaining balance will be paid
in quarterly installments of $350,000 starting October 2010
through February 15, 2015.

The Limited Waiver provided that the due date of the interest
payment that was originally due July 1, 2009, and extended to
July 31, and August 17, 2009, is further extended to August 31,
2009.

A full-text copy of the Limited Waiver is available at no charge
at http://ResearchArchives.com/t/s?42bd

               $1-Mil. Net Loss for June 28 Quarter

On August 12, 2009, the Company filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q for the
period ended June 28, 2009.  The Company swung to a net loss of
$1,071,755 for the three months ended June 28, 2009, from net
income of $272,802 for the three months ended June 29, 2008.  The
Company posted wider net loss of $3,905,128 for the nine months
ended June 28, 2009, from a net loss of $493,270 for the same
period in the prior year.

As of June 28, 2009, the Company had $13,505,982 in total assets
and $24,299,734 in total liabilities, resulting in stockholders'
deficit of $10,793,752.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42be

                      Significant Cash Needs

As of June 28, 2009, the Company had a cash balance of $281,721
and a negative working capital balance of $4,182,791.  For the
nine months ended June 28, 2009 and the year ended September 28,
2008, the Company incurred net losses of $3,905,128 and
$2,924,340, respectively.  During the same periods, the Company
used cash in operating activities of $532,782 and $2,454,089,
respectively.  In addition, it is likely that the Company will
incur losses for the foreseeable future.

The Company acknowledged it has significant cash needs:

     -- The Company is required to pay quarterly interest in cash
        on the bridge loan, through maturity on October 31, 2009,
        at which time the entire principal of $2,000,000 will be
        due;

     -- The Company also has a commitment to pay in 2009 roughly
        $740,000 for the remaining purchase price of equipment on
        order with a supplier;

     -- The Company is required to pay quarterly interest in cash
        on the construction loan with Opus 5949 LLC;

     -- On April 8, 2010, the Company is obligated to repay an
        $850,000 promissory note to a related party;

     -- On July 25, 2010, the Company will be required to pay
        $7,000,000 on the Construction Loan, and thereafter to
        make quarterly principal payments of $350,000 and the
        interest thereon beginning in October 2010;

     -- On July 31, 2010, the Company will be required to repay
        $3,000,000 for its 8% convertible debentures; and

     -- The Company will have to fund its working capital needs,
        potential operating losses, and capital expenditures.

The Company said its viability and ability to pay or refinance its
debt obligations, particularly to repay the Bridge Loan, together
with interest thereon, to pay quarterly interest, in cash, on the
Construction Loan, and to maintain adequate liquidity, depend on a
number of factors.  The factors include the ability to obtain
additional orders at prices that yield positive gross margins,
maintain adequate production volumes, reduce equipment failures
that disrupt production, secure the agreement of customers to an
orderly schedule for the replacement of roughly 6,200 ties that
the Company has agreed to replace, procure raw materials at
reasonable prices, and to collect accounts receivable in a timely
manner.

The Company's inability to achieve any of the factors would have a
material and adverse effect on its liquidity.  "There can be no
assurances that the Company's activities will be successful or
that the Company will ultimately achieve sustained profitability.
Accordingly, the Company will have to continue funding future cash
needs through financing activities," the Company said.

"The replacement of ties under warranty obligations affects the
Company's liquidity, in that the cost of replacement is incurred
without corresponding revenue.  The Company agreed to replace
roughly 15,100 ties for a specific customer, and as of the date of
the filing of this report has completed that replacement.  Such
replacement has had a material and adverse affect on the Company's
liquidity.

"The Company has agreed to replace 6,210 ties for a customer due
to discrepancies in size, but a schedule has not yet been agreed
to with the customer.  The replacement of these ties will likely
have a material and adverse impact on the Company's liquidity and
will likely require the Company to seek additional financing if
other liquidity factors remained unchanged."

The Company also noted it has no financing arrangements and no
commitments to obtain any financing arrangements.  There can be no
assurance that the Company will be able to secure financing and
that financing, if secured, will contain terms which are favorable
to the Company and will be sufficient to enable the Company to
fund operations and pay debts and other liabilities.  If the
Company raises capital by issuing new common stock or securities
convertible into common stock, the percentage ownership of its
current stockholders would be reduced, unless the existing
stockholders participate in providing such additional capital.
Also, any new securities may have rights, preferences or
privileges senior to those of the Company's current common
stockholders.

"The uncertainty of achieving profitability and/or obtaining
additional financing raises substantial doubt about the Company's
ability to continue as a going concern.  The report of the
Company's former independent registered public accountants
accompanying the consolidated financial statements for the fiscal
year ended September 28, 2008, included an explanatory paragraph
with respect to the ability to continue as a going concern," the
Company added.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 29, 2009, KBA
Group LLP in Dallas, Texas, the Company's independent auditor,
raised substantial doubt about the Company's ability to continue
as a going concern after its audit report dated June 12, 2009.
The uncertainty of achieving profitability or obtaining additional
financing raises substantial doubt about the Company's ability to
continue as a going concern.

                 About North American Technologies

North American Technologies Group Inc. (OTC BB: NATK) --
http://www.natk.com/-- is engaged in the manufacturing and
marketing of engineered composite railroad crossties through its
100% owned subsidiary TieTek LLC.  The Company's composite
railroad crosstie is a direct substitute for wood crossties, but
with a longer expected life and with several environmental
advantages.


NOVA RETAIL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: NOVA Retail Holdings, Inc.
           dba Dunkin' Donuts
           dba Dunkin Donuts & Baskin Robins
           dba NRH, Inc.
        21662 Steatite Court
        Ashburn, VA 20147

Bankruptcy Case No.: 09-16768

Chapter 11 Petition Date: August 20, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Raymond Pring Jr., Esq.
                  Law Office of Raymond R. Pring, Jr.
                  9431 Main Street
                  Manassas, VA 20110
                  Tel: (703) 366-3920
                  Fax: (703) 842-8212
                  Email: rpring@pringlaw.com

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

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

A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/vaeb09-16768.pdf

The petition was signed by Kiran P. Gunnam, president of the
Company.


ONE REALCO: Wants to Hire Griffith Jay as Bankruptcy Counsel
------------------------------------------------------------
One Realco Land Holdings, Inc., asks the U.S. Bankruptcy Court for
the Northern District of Texas for authority to employ Griffith,
Jay & Michel, LLP, as counsel.

GJM will, among other things:

   a) advise the Debtor generally with respect to general and
      restructuring matters;

   b) represent and advise the Debtor with respect to matters that
      generally arise in this matter or an ordinary Chapter 11
      case;

   c) assist the Debtor and its other professionals with the
      protection and preservation of the estate of the Debtor;

   d) assist the Debtor and its other professionals with preparing
      necessary motions, applications, answers, orders, reports,
      and papers in connection with and required for the orderly
      administration of the estate;

   e) assist in the process of seeking the prompt sale of the
      assets of the Debtor if appropriate; and

   f) perform any and all other general and restructuring legal
      services for the Debtor in connection with the Chapter 11
     case the Debtor determines are necessary and appropriate.

The Debtor relates that GJM will endeavor not to duplicate the
services to be provided by special counsel, if any.

Mark J. Petrocchi, a partner at GJM, tells the Court that the firm
received a $50,000 retainer for services to be rendered to the
Debtor postpetition together with a $1,039 filing fee that was
paid to the court.

Mr. Petrocchi adds that GJM's hourly rate for attorneys range from
$295 to $350 and his hourly rate is $295.

Mr. Petrocchi assures the Court that GJM is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Petrocchi can be reached at:

     Griffith, Jay & Michel, LLP
     2200 Forest Park Blvd.
     Fort Worth, TX 76110
     Tel: (817) 926-2500
     Fax: (817) 926-2505

                  About One Realco Land Holdings

Fort Worth, Texas-based, One Realco Land Holdings, Inc. filed for
Chapter 11 on Aug. 3, 2009 (Bankr. N. D. Tex. Case No. 09-44799).
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP,
represents the Debtor in its restructuring efforts.  In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in debts.


PHILADELPHIA NEWSPAPERS: Financing Mediation to Continue Monday
---------------------------------------------------------------
Andrew Maykuth at Philadelphia Inquirer reports that Chief U.S.
Bankruptcy Judge Stephen Raslavich has allowed Philadelphia
Newspapers LLC's lawyers and creditors to continue mediation
attempts, when they failed to resolve a dispute over the debtor-
in-possession financing.

According to Philadelphia Inquirer, Philadelphia Newspapers sought
permission to borrow $15 million to sustain the Company during the
coming months, but the lenders objected, offering to finance a
similar loan on terms that would require their prior approval of
any reorganization plan.  The report says that the Debtor objects
to that provision.

Philadelphia Inquirer states that Judge Raslavich allowed
Philadelphia Newspapers and its senior lenders to continue
mediation attempts on Monday and ordered them to report back to
him on Tuesday.

Philadelphia Inquirer relates that Philadelphia Newspapers
presented on Thursday a $92 million plan that would use cash and
property to clear $300 million in secured debt.

The Associated Press reports that Raslavich is considering whether
to let Philadelphia Newspapers hire counsel for a creditor group's
probe into the unauthorized recording of a private meeting last
year between publisher Brian Tierney and the Company's biggest
creditors.

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc. The Garden City Group, Inc. serves as
claims and notice agent.   Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


ONE REALCO: U.S. Trustee Sets Meeting of Creditors for Sept. 16
---------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in One Realco Land Holdings, Inc.'s Chapter 11 case on Sept. 16,
2009, at 11:00 a.m.  The meeting will be held at Fritz G. Lanham
Federal Building, 819 Taylor Street, Room 7A24, Ft. Worth, Texas.

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

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

Fort Worth, Texas-based, One Realco Land Holdings, Inc. filed for
Chapter 11 on August 3, 2009 (Bankr. N. D. Tex. Case No. 09-
44799).  Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel,
LLP, represents the Debtor in its restructuring efforts.  In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in debts.


ONE REALCO: Wants Schedules Filing Extended Until September 11
--------------------------------------------------------------
One Realco Land Holdings, Inc., asks the U.S. Bankruptcy Court for
the Northern District of Texas to extend until Sept. 11, 2009, its
time to file schedules and statement of financial affairs.

Fort Worth, Texas-based, One Realco Land Holdings, Inc. filed for
Chapter 11 on August 3, 2009 (Bankr. N. D. Tex. Case No. 09-
44799).  Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel,
LLP, represents the Debtor in its restructuring efforts.  In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in debts.


PACIFIC ENERGY: Wants to Abandon Cook Inlet Assets, Mayor Says
--------------------------------------------------------------
Pacific Energy Resources wants to abandon its assets in the Cook
Inlet, Joe Nicks at Radio Kenai reports, citing Borough Mayor Dave
Carey.

According to Radio Kenai, Mayor Carey said that the assets
include:

     -- the Osprey platform,
     -- the Kustatan production facility, and
     -- the West Forelands Gas Facility, among others.

Radio Kenai relates that Pacific Energy has failed to move forward
as promised on expanding the assets.  The report says that Pacific
Energy had promised to bring a jack-up rig to the Cook Inlet.
Pacific Energy's failure to find buyers for these assets comes due
the Redoubt Volcano, the shut-in of the Drift River Terminal, and
the crash of oil prices, the report states, citing Mayor Carey.

Mayor Carey, according to Radio Kenai, said that the abandonment
of the assets would be devastating to the local economy.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed between $100 million and
$500 million each in assets and debts.


PATIENT SAFETY: Has $3.9MM Q2 Net Loss; Warns of Liquidity Crunch
-----------------------------------------------------------------
Patient Safety Technologies, Inc., posted wider net loss of
$3,934,000 for the three months ended June 30, 2009, from a net
loss of $2,400,000 for the same period a year ago.  It posted a
net loss of $7,461,000 for the first half of 2009, from a net loss
of $3,968,000 for the first half of 2008.

As of June 30, 2009, the Company had $7,810,000 in total assets
and $16,340,000 in total liabilities; resulting in stockholders'
deficit of $8,530,000.  The Company had $1,316,000 in total
current assets against $13,778,000 in total current liabilities.

A full-text copy of the Company's financial report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42a3

The Company said the unaudited condensed consolidated financial
statements have been prepared assuming it will continue as a going
concern.  At June 30, 2009, the Company has an accumulated deficit
of roughly $50.0 million and a working capital deficit of roughly
$12.5 million, of which $8.6 million represents the estimated fair
value of warrant derivative liabilities.  For the six months ended
June 30, 2009 the Company used roughly $2.0 million in cash to
fund its operating activities.

                           Langsam Note

On May 1, 2006, Herbert Langsam, a Director of the Company, loaned
the Company $500,000.  The loan is documented by a Secured
Promissory Note payable to the Herbert Langsam Irrevocable Trust.
The Langsam Note accrues interest at the rate of 12% per annum and
had a maturity date of November 1, 2006.  The note was not repaid
by the scheduled maturity and to date has not been extended.
Accordingly, the note is currently in default and therefore
accruing interest at the rate of 16% per annum.  Pursuant to the
terms of a Security Agreement dated May 1, 2006, the Company
granted the Herbert Langsam Revocable Trust a security interest in
all of the Company's assets as collateral for the satisfaction and
performance of the Company's obligations pursuant to the Langsam
Note.

The Company is currently in negotiations with Mr. Langsam, and the
parties have reached an agreement to extend the maturity date of
his notes from June 30, 2009, to December 31, 2009, in
consideration of issuance, by the Company, of 25,000 shares of its
common stock.  The agreement has been approved by the audit
committee and ratified by the executive committee.

                        Looming Cash Crunch

The Company believes that existing cash resources, combined with
projected cash flow from operations, will not be sufficient to
fund its working capital requirement for the next 12 months.  To
continue to operate as a going concern it will be necessary to
raise additional capital.

The Company expects to be able to raise sufficient additional
capital to meet its currently projected requirements.  Subsequent
to June 30, 2009, the Company raised aggregate proceeds of roughly
$1.5 million through a private placement of common stock to
holders of the Company's outstanding stock warrants.  "We cannot
be certain that additional capital will be available when needed,
or that it will be offered on terms acceptable to the Company.
The Company also cannot be certain when, and if, the Company will
achieve profitable operations and positive cash flow," the Company
said.

                         Private Placement

On July 29, 2009, Patient Safety completed the first closing of a
private placement of its common stock.  The shares were issued and
sold to accredited investors who were holders of common stock
warrants of the Company.  The shares of common stock were issued
at a per share price of $0.86, paid by cancellation of the common
stock warrants held by these holders, and in some cases an
additional cash contribution by the holders.

Holders not making a cash investment tendered warrants to purchase
an aggregate of 1,774,994 shares of common stock and received an
aggregate of 687,235 shares of the Company's common stock. Holders
who elected to make a cash investment tendered warrants to
purchase an aggregate of 4,780,990 shares of common stock and an
aggregate of $1,511,727 in cash, and received an aggregate of
4,780,990 shares of the Company's common stock.

The issuances of common stock solely in exchange of warrants were
effected pursuant to the terms and conditions set forth in an
Exchange Agreement among the Company and the applicable holders;
the issuances of common stock in exchange for warrants and cash
were effected pursuant to the terms and conditions set forth in a
Purchase Agreement between the Company and the applicable holders.

                       About Patient Safety

Patient Safety Technologies, Inc.'s operations are conducted
through its wholly owned operating subsidiary, SurgiCount Medical,
Inc.  The Company's operating focus is the development, marketing
and sales of products and services focused in the medical patient
safety markets.  The SurgiCount Safety-SpongeTM System is a
patented turn-key system of bar-coded surgical sponges,
SurgiCounter(TM) scanners and software applications which
integrate together to form a comprehensive accounting and
documentation system to avoid unintentionally leaving sponges
inside of patients during surgical procedures.


PAY88 INC: Has $414,950 Q2 Net Loss, Defaults on Convertible Notes
------------------------------------------------------------------
PAY88, Inc. filed its quarterly report on Form 10-Q for the period
ended June 30, 2009, with the Securities and Exchange Commission
on August 19, five days after stating it would delay the filing of
the 10-Q report.

The Company could not complete the filing of its Quarterly Report
in time due to a delay in obtaining and compiling information
required to be included in the Form 10-Q.

The Company narrowed its net loss to $414,950 for the three months
ended June 30, 2009, from a net loss of $733,943 for the same
period a year ago.  It posted a net loss of $43,022 for the first
half of 2009, from a net loss of $1,418,922 for the first half of
2008.

As of June 30, 2009, the Company had $1,809,921 in total assets
and $4,844,591 in total liabilities; resulting in stockholders'
deficit of $3,034,670.  The Company had $1,368,383 in total
current assets against $4,470,503 in total current liabilities.

A full-text copy of the Company's financial report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42a2

In its 10-Q report, the Company acknowledged that, "the loss from
operations was $379,359 and $242,089 for the six months ended June
30, 2009 and 2008, respectively.  The Company has had negative
cash flow from operations since April 24, 2006 (date of inception)
and had an accumulated deficit of $17,023,100 at June 30, 2009.
Substantial portions of the losses are attributable to
amortization of debt discounts, consulting and professional fees
and loss on derivatives.  In addition, as of June 30, 2009, the
Company had a working capital deficiency of $3,102,120 and
delinquency in scheduled repayments of the Convertible Notes
payable, accrued interests and penalties of $2,526,581.
Furthermore, the Company's gross margin rate from its current
operations was very low.  It was approximately 0.9% and 2.3% for
the six months ended June 30, 2009 and 2008, respectively.  These
factors raised substantial doubt about the Company's ability to
continue as going concern."

The Company is currently in default on the Convertible Notes and
accrued interest, which became due in full amount effective March
12, 2009.  As of June 30, 2009, the unpaid liabilities consist of
Notes principal of $1,770,750, accrued Notes interest of $290,882,
accrued late payment penalty of $110,799 and a mandatory
redemption penalty of $354,150 for unpaid principal balance.  The
Company is currently negotiating with the Convertible Noteholders
and or investors to seek ways to resolve the default issue.
However, there can be no assurance that the Company will be
successful with the negotiation with the Convertible Noteholders.

The Company said its continued existence is dependent upon
management's ability to develop profitable operations and resolve
its liquidity problems.

There can be no assurance that sufficient funds will be generated
during the next 12 months or thereafter from the Company's current
operations, or that funds will be available from external sources
such as debt or equity financings or other potential sources.  The
lack of additional capital could force the Company to curtail or
cease operations and would, therefore, have a material adverse
effect on its business.  Furthermore, there can be no assurance
that any such required funds, if available, will be available on
attractive terms or that they will not have a significant dilutive
effect on the Company's existing stockholders.

The Company has undertaken further steps as part of a plan to
improve operations with the goal of sustaining its operations for
the next 12 months and beyond to address its lack of liquidity by
raising additional funds, either in the form of debt or equity or
some combination thereof.  The Company is planning to expand its
current operations to increase its sales volume.  The Company is
also seeking for the opportunities to diversify its operations,
which including other more profitable product lines and to improve
its current gross margin.  However, there can be no assurance that
the Company can successfully accomplish these steps and or
business plans, and it is uncertain that the Company will achieve
a profitable level of operations and be able to obtain additional
financing.

"There can be no assurance that any additional financings will be
available to the Company on satisfactory terms and conditions, if
at all.  In the event we are unable to continue as a going
concern, we may elect or be required to seek protection from our
creditors by filing a voluntary petition in bankruptcy or may be
subject to an involuntary petition in bankruptcy.  To date,
management has not considered this alternative, nor does
management view it as a likely occurrence," the Company said.

                         About Pay88 Inc.

Pay88 Inc. (OTC BB: PAYI) -- http://www.pay88.com/-- was
incorporated on March 22, 2005, under the name "Pay88 Ltd." in the
State of New Hampshire.  The company subsequently decided to
reincorporate in the State of Nevada by merging with and into
Pay88 Inc., a Nevada corporation formed for such purpose on
July 7, 2005.  The merger was effectuated on Aug. 9, 2005.

Through the company's wholly owned subsidiary, Chongqing Qianbao
Technology Ltd., a Chinese limited liability company, Pay88 Inc.
is primarily engaged in the sale of prepaid multi-player online
game cards through the Internet.  The company also offers for sale
prepaid telephone cards and over 800 software products, including
cooking and language software.


PHILADELPHIA NEWSPAPERS: Toll Brothers Exec Part of Buyer Group
---------------------------------------------------------------
Philadelphia Newspapers LLC's proposed plan of reorganization is
built upon a sale of the business to Philly Papers LLC.  According
to Bloomberg's Bill Rochelle, the buyer group includes Bruce E.
Toll, vice chairman of homebuilder Toll Brothers Inc.  Mr. Toll
was in the group including Chief Executive Brian Tierney who
acquired the newspapers from McClatchy Co. in June 2006 for $562
million.

Philadelphia Newspapers, LLC, and its affiliates filed a Chapter
11 plan of reorganization on August 20.  The Plan provides for the
sale of substantially all of the Debtors' assets to Philly Papers,
LLC, absent higher and better bids at an auction.

On August 20, the Debtors executed that an Asset Purchase
Agreement with Philly Papers.  Under the deal, Philly Papers will
pay to the Debtors' estates a cash purchase price of $30,000,0000,
plus an additional cash payment in an amount equal to the Debtors'
existing deposits with their insurance carriers and credit card
processors, less the amount of accrued and unpaid administrative
and priority claims against the Debtors' estates as of the closing
of the Plan Sale and less the sum of $750,000, which will be used
to fund a liquidating trust for the benefit of the Debtors'
general unsecured trade creditors.  The Debtors anticipate that
the Stalking Horse Agreement will yield gross proceeds to the
estates in the amount of over $41,000,000, after payment of
approximately $6,000,000 in administrative and priority claims.
The Debtors further anticipate that they will have approximately
$8,000,000 of cash on hand as of the closing.  The purchase
proceeds plus cash on hand will be used to pay off any outstanding
debtor-in-possession financing facility advances (estimated to be
$15,000,000 as of closing) and to make a distribution to the
Debtors' senior secured lenders of approximately $36,000,000.

Additionally, the Stalking Horse Agreement does not include the
sale of the Debtors' real property located at 400 North Broad
Street, Philadelphia, Pennsylvania and certain adjacent parcels,
which will be transferred to the Agent for the senior secured
lenders under the Plan.  Finally, the Plan will provide for
distribution of 3% of the equity interests in the Stalking Horse
(or other successful bidder) to holders of unsecured prepetition
creditors other than general trade creditors.  The Debtors believe
that the value they will realize from the Stalking Horse Agreement
constitutes fair market value for their assets and will support a
confirmable Plan that will maximize value to their various
creditor constituencies and bring a successful conclusion to the
Chapter 11 Cases.  On that basis the Debtors are prepared to
proceed with the sale of their business and assets under the
terms of the Stalking Horse Agreement and the Plan, subject to
higher and better bids in accordance with bid procedures to be
established by the Court.

The Debtors have estimated the ultimate distributions that will be
made in respect of Allowed Claims and Interests.  Liquidation of
the Debtors' assets under chapter 7 of the Bankruptcy Code will
not result in a higher distribution to any Class of Claims or
Interests.

The parties contemplate closing of the sale by December 29, 2009.
Philly Papers will receive a break-up fee of $1 million and
expense reimbursement of up to $500,000 if the Debtors' close a
transaction with another party.

According to the disclosure statement explaining the Plan, holders
of secured claims, including $66 million, senior secured claims,
will recover 100 cents on the dollar.  Holders of $350 million
prepetition unsecured debt claims will recover less than 1% of
their claims.  Holders of prepetition unsecured trade claims will
recover up to 6%.

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

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

A copy of the Insider Plan is available for free at:

    http://bankrupt.com/misc/PhillyNews_Ch11Plan.pdf

                 Senior Lenders' Alternative Plan

As reported by the TCR on August 17, senior lenders of
Philadelphia Newspapers have asked the Bankruptcy to allow them to
submit their own reorganization Plan for the Company.

The steering group of prepetition secured lenders and Citizens
Bank of Pennsylvania, in its capacity as administrative agent and
collateral agent under a Credit and Guaranty Agreement, dated June
29, 2006, with Citizens, and certain other lender parties in the
original principal amount of $295,000,000, say they are willing to
submit a plan that is superior to the insider-backed plan the
Company is filing.

The Steering Group Plan provides the Prepetition Lenders with a
combination of (a) restructured term debt of the reorganized
company, and (b) equity in the reorganized company.

In addition, pursuant to the Plan, the Debtors' unsecured
mezzanine debt holders will receive, among other things and
subject to certain limitations, (a) a pro-rata share of 4.75% of
fully diluted new common equity in the form of shares in the
reorganized company, and (b) a pro-rata share of 15.0% of fully
diluted common equity in the reorganized company in the form of
warrants.  Each of the Debtors' unsecured creditors that do not
hold mezzanine debt will receive a pro rata share of $500,000 in
cash, subject to a maximum 10% recovery on each such allowed
unsecured claim.

The Plan further provides already-arranged exit financing in the
amount of $25 million.

The lenders' proposal to terminate Philadelphia Newspapers'
exclusive rights to propose a Chapter 11 plan is scheduled for
hearing on August 28.  The Debtors' exclusive rights to file a
plan expire August 31.

The Steering Group members are Angelo Gordon & Co., CIT Syndicated
Loan Group, Credit Suisse Candlewood Special Situations Master
Fund LTD., Eaton Vance Management, GECC, and Wells Fargo Foothill.

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc. The Garden City Group, Inc. serves as
claims and notice agent.   Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


POWER EFFICIENCY: Closes Placement of $835,000 of Preferreds
------------------------------------------------------------
Power Efficiency Corporation has completed private placement of
$835,000 worth of preferred stock and warrants.

On August 12, 2009, the Company issued and sold 20,875 units, each
unit consisting of one share of the Company's Series C Preferred
Stock, par value $0.001 per share, and 50 warrants to purchase
shares of the Company's common stock at an exercise price of $0.40
per share, resulting in the sale and issuance of an aggregate of
20,875 shares of Series C Preferred Stock and warrants to
purchase, initially, up to 1,043,750 shares of the Company's
common stock, in a private offering for $835,000 in cash.  The
securities were issued pursuant to Regulation D of the Securities
Act of 1933.

All of the purchasers of Units were either officers, directors or
pre-existing stockholders of the Company.  Each of these
purchasers represented that they were an "accredited investor" as
such term is defined in Regulation D of the Securities Act.  All
of the investors were either officers, directors or pre-existing
stockholders of the Company.  The Chairman and CEO, Steven
Strasser, as well as the Company's recently hired Executive Vice
President and COO, Scott Johnson, and a director, Ken Dickey, were
among the investors.

Each share of Series C Preferred Stock is initially convertible
into 100 shares of the Company's common stock, subject to
adjustment under certain circumstances.  The Series C Preferred
Stock is convertible at the option of the holder at any time.  The
Series C Preferred Stock is also subject to mandatory conversion
in the event the average closing price of the Company's common
stock for any 10-day period equals or exceeds $1.00 per share,
such conversion to be effective on the trading day immediately
following such 10-day period.  The Series C Preferred Stock has an
8% dividend, payable annually in cash or stock, at the discretion
of the Company's board of directors.

On August 14, 2009, the Company filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q for the
period ended June 30, 2009.   The Company narrowed its net loss to
$38,365 for the three months ended June 30, 2009, from a net loss
of $1,047,175 for the same period a year ago.  For the six months
ended June 30, 2009, the Company posted a net loss of $1,334,012,
from a net loss of $1,935,330 for the same period a year ago.

As of June 30, 2009, the Company had $3,130,846 in total assets
and $1,637,538 in total liabilities.

The financial statements have been prepared assuming the Company
is a going concern, which assumption contemplates the realization
of assets and satisfaction of liabilities in the normal course of
business.  The Company suffered recurring losses from operations,
and a recurring deficiency of cash from operations, including a
cash deficiency of roughly $1,585,000 from operations, for the six
months ended June 30, 2009, and lacks sufficient liquidity to
continue its operations.  "These factors raise substantial doubt
about the Company's ability to continue as a going concern," Power
Efficiency said.

Power Efficiency added continuation of the Company as a going
concern is dependent upon achieving profitable operations in the
long-term and raising additional capital to support existing
operations for at least the next 12 months.  Management's plans to
achieve profitability include developing new products, obtaining
new customers and increasing sales to existing customers.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42b9

                      About Power Efficiency

Headquartered in Las Vegas, Nevada, Power Efficiency Corporation
(OTCBB: PEFF.OB) -- http://www.powerefficiency.com/-- is a clean
tech company focused on efficiency technologies for electric
motors.  The Company has developed a patented and patent-pending
technology platform, called E-Save Technology, which has been
demonstrated in independent testing to improve the efficiency of
electric motors by up to 35% in appropriate applications.

                        Going Concern Doubt

The audit report dated March 30, 2009, Sobel & Co., LLC, the
Company's former independent registered public accounting firm --
which was included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2008 -- noted that the Company "has
suffered recurring losses from operations, and the Company has
experienced a deficiency of cash from operations.  These matters
raise substantial doubt as to the Company's ability to continue as
a going concern."

As reported by the Troubled Company Reporter, Power Efficiency
dismissed Sobel & Co.  On April 27, the Company's audit committee
approved the engagement of BDO Seidman, LLP, as its new
independent registered public accounting firm.


PRIME STAR: Posts $2.3MM Net Loss for 6 Months Ended June 30
------------------------------------------------------------
Prime Star Group, Inc., filed its June 30, 2009 quarterly report
on Form 10-Q with the Securities and Exchange Commission on
August 21, four days after stating it would delay the filing of
the 10-Q report.  The Company had explained relevant information
from a third party was not received in time to complete the
filing.

The Company posted a net loss of $2,326,325 for the six months
ended June 30, 2009, from a net loss of $105,000 for the same
period a year ago.   During the periods ended June 30, 2009 and
2008, the Company incurred losses from discontinued operations of
$2,517,882 and $105,000, respectively.

As of June 30, 2009, the Company had $1,439,596 in total assets
and $8,989,409 in total liabilities, all current, resulting in
stockholders' deficit of $7,506,935.

Foreclosure proceedings were begun by the Company's major lender,
Laurus Master Fund, on all of the Company's real, personal,
tangible, and intangible property, including all buildings,
structures, leases, fixtures, and moveable personal property. On
March 2, 2006, all of the Company's real property was sold through
a foreclosure sale, and on March 23, 2006, all personal property
was sold through a UCC sale.  Pursuant to an Order by the Superior
Court of the State of Arizona in and for the County of Maricopa,
following the Real Property and the Personal Property Sale,
substantially all of the Company's assets have been sold to
Laurus.

The Company has had no significant operations, assets, or
liabilities since November 7, 2005, and accordingly, is fully
dependent upon future sales of securities or upon its current
management or advances or loans from significant or corporate
officers to provide sufficient working capital to preserve the
integrity of the corporate entity.  Because of these factors, the
Company's auditors have expressed substantial doubt about its
ability to continue as a going concern.

The Company's continued existence is dependent upon its ability to
generate sufficient cash flows from its planned business
operations as well as to provide sufficient resources to retire
existing liabilities and obligations on a timely basis.

The Company anticipates offering future sales of equity
securities.  However, there is no assurance that the Company will
be able to obtain funding through the sales of additional equity
securities or, that such funding, if available will be obtained on
terms favorable to or affordable by the Company.

It is the intent of management and significant stockholders to
provide sufficient working capital necessary to support and
preserve the integrity of the corporate entity.  However, no
formal commitments or arrangements to advance or loan funds to the
Company or repay any such advances or loans exist.  There is no
legal obligation for either management or significant stockholders
to provide additional future funding.

While the Company is of the opinion that good faith estimates of
the Company's ability to secure additional capital in the future
to reach our goals have been made, there is no guarantee that the
Company will receive sufficient funding to sustain operations or
implement any future business plan steps.

A full-text copy of the Company's financial report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42ba

On August 18, the Company filed an amendment on Form 10-Q/A to its
quarterly report for the period ended March 31, 2009.  The
financial statements as of and for the three and nine months ended
March 31, 2009, have been restated to account for the issuance of
14,734,600 shares of common stock for consulting and investor
relations services totaling $736,730.  Additionally, the Company
recorded a write-down of its inventory totaling $33,972.

A full-text copy of the Company's Form 10-Q/A is available at no
charge at http://ResearchArchives.com/t/s?42bb

                      About Prime Star Group

Headquartered in Henderson, Nevada, Prime Star Group, Inc.
(OTC: PSGI) formerly known as American Water Star, Inc.
-- http://www.americanwaterstar.com/-- is not engaged in any
commercial operations.  Prior to November 2005, the company was
engaged in developing, marketing, selling and distributing bottled
water with four branded beverages, which include Hawaiian Tropic,
Geyser Fruit, Geyser Sport, and Geyser Fruta.  The products were
orientated to the health conscious consumer looking for an
alternative to products containing high sugar and caffeine levels.


PROVIDENT ROYALTIES: Investors Committee Balks at Sale to Sinclair
------------------------------------------------------------------
The official investors committee appointed in Provident Royalties,
LLC, and its debtor-affiliates' jointly administered Chapter 11
cases has objected to the proposed sale of substantially all of
the Debtors' assets to Sinclair Oil & Gas Company, subject to
higher and better offers at an auction.

The investors committee points out, among other things, that as
conceded by Sinclair and the Debtors in the sale motion, certain
assets that Sinclair seeks to purchase (including 623 the leases
and 902 mineral interests) are not encumbered by Sinclair's liens
and security interests, and in view thereof, as a matter of law,
Sinclair should not be allowed to "credit bid" against those
assets.

The Investors Committee relates that as it was appointed only on
July 29, 2009, it has had less than a week to review and
assimilate the lien summary submitted by counsel for the official
committee of unsecured creditors, and that further information
will be needed to complete this analysis.

The Investors Committee adds that notwithstanding requests to
provide proof of its alleged liens and security interests in the
non-borrower Debtors' assets, Sinclair has failed to do so.

Accordingly, the Investors Committee requests that the Bankruptcy
Court delay the proposed sale for a reasonable period of time to
permit it to investigate whether the proposed sale and settlement
were negotiated in good faith and at arms' length and to schedule
an evidentiary hearing to consider the nature, validity and extent
of Sinclair's liens and security interests.

As reported in the Troubled Company Reporter on August 4, 2009,
the Bankruptcy Court approved bid procedures in connection with a
sale of substantially all of the Debtors' assets to Sinclair, as
the "stalking horse" bidder, subject to higher and better offers
at an auction.  Sinclair holds more than $150 million in senior
secured debt, secured by substantially all of the Debtors' oil and
gas assets.

Pursuant to the purchase and sale agreement, Sinclair agreed to
credit bid the full amount of its senior debt of $150,000,000,
plus interest and fees.  The agreement also includes:

   -- an agreement by Sinclair Finance Company to not participate
      in the first $7.5 million of distribution to other unsecured
      creditors as to the Sinclair subdebt, and an agreement to
      waive any liens associated with the Sinclair subdebt;

   -- a relinquishment of all rights to any and all cash
      collateral held by the Debtors as of the closing;

   -- payment of a portion of the investment banking fee
      associated with the sale; and

   -- a mutual release of claims.

A decision on the Debtors' motion for the payment to Sinclair of a
termination fee of $500,000 and an overbid fee for out-of pocket
costs and expenses incurred in connection with the agreement will
be made at the August 25, 2009 sale hearing.

If necessary, the auction is scheduled for August 24, 2009, at
10:00 a.m. at the offices of Munsch Hardt Kopf & Harr, P.C., 3800
Lincoln Plaza, 500 N. Akard Street, Dallas, Texas 75201.

                     About Provident Royalties

Based in Dallas, Texas, Provident Royalties LLC owns working
interests in oil and gas properties primarily in Oklahoma.
Provident and its affiliates filed for Chapter 11 on June 22, 2009
(Bankr. N.D. Tex. Case No. 09-33886).  Judge Harlin DeWayne Hale
presides over the case.  Epiq Bankruptcy Solutions, LLC is
the claims and noticing agent.  The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.

On July 2, 2009, the Securities and Exchange Commission filed,
under seal, a complaint in District Court for the Northern
District of Texas against the Debtors and certain of their
principals and managing partners on allegations that they sold
stock and limited partnership interest to over 7,700 investors as
part of a $485 million Ponzi scheme.

On July 2, 2009, the District Court for the Northern District of
Texas appointed Dennis L. Roossien, Jr., at Munsch Hardt Kopf &
Harr P.C. in Dallas, Texas, as receiver for the Debtors.  On
July 20, 2009, the Bankruptcy Court appointed the receiver as the
Debtors' Chapter 11 trustee.  Mr. Roossien, Jr., has taken
possession and control of the Debtors' property and business.

Mr. Roossien, Jr., has selected Patton Boggs, LLP, as his special
counsel.  Patton Boggs, LLP, was Debtors' counsel before the
appointment of Mr. Roossien, Jr., as Chapter 11 trustee.  Mr.
Roossien, Jr., has selected Munsch Hardt Koph & Harr, P.C., as
counsel.

Gardere, Wynne, Sewell, LLP, is the proposed counsel to the
official committee of unsecured creditors.

The Company listed between $100 million and $500 million each in
assets and debts.


PROVIDENT ROYALTIES: Ch 11 Trustee Taps PB as Special Counsel
-------------------------------------------------------------
Dennis L. Roossien, Jr., the duly appointed Chapter 11 trustee for
Provident Royalties, LLC, et al., asks the U.S. Bankruptcy Court
for the Northern District of Texas for authority to employ Patton
Boggs LLP as special counsel to the Chapter 11 trustee, nunc pro
tunc to the appointment date.

A hearing to consider the application of Patton Boggs, LLP as
special counsel to the Chapter 11 trustee is scheduled on
September 14, 2009, at 10:00 a.m.

Patton Boggs, LLP, was Debtors' counsel before the appointment of
Mr. Roossien, Jr., as Chapter 11 trustee.

As special counsel, Patton Boggs may, among other things:

  (a) assist with general case administration, including filing
      required notices, agendas, service lists, and other matters
      necessary to administer the estates for a period of not more
      than 30 days from the appointment of the trustee.

  (b) assist in all matters necessary to facilitate an orderly
      transition of matters to Munsch Hardt Koph & Harr, P.C., the
      Chapter 11 trustee's proposed primary counsel, during the
      transition period, as requested by the Chapter 11 trustee;
      and

  (c) assist with the preparation of the schedules of assets and
      liabilities and the statements of financial affairs for each
      of the Debtors, including, if necessary, obtaining
      extensions of time to file the same.

                     About Provident Royalties

Based in Dallas, Texas, Provident Royalties LLC owns working
interests in oil and gas properties primarily in Oklahoma.
Provident and its affiliates filed for Chapter 11 on June 22, 2009
(Bankr. N.D. Tex. Case No. 09-33886).  Judge Harlin DeWayne Hale
presides over the case.  Epiq Bankruptcy Solutions, LLC is
the claims and noticing agent.  The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.

On July 2, 2009, the Securities and Exchange Commission filed,
under seal, a complaint in District Court for the Northern
District of Texas against the Debtors and certain of their
principals and managing partners on allegations that they sold
stock and limited partnership interest to over 7,700 investors as
part of a $485 million Ponzi scheme.

On July 2, 2009, the District Court for the Northern District of
Texas appointed Dennis L. Roossien, Jr., at Munsch Hardt Kopf &
Harr P.C. in Dallas, Texas, as receiver for the Debtors.  On
July 20, 2009, the Bankruptcy Court appointed the receiver as the
Debtors' Chapter 11 trustee.  Mr. Roossien, Jr., has taken
possession and control of the Debtors' property and business.

Mr. Roossien, Jr. has selected Munsch Hardt Koph & Harr, P.C., as
counsel.

Gardere, Wynne, Sewell, LLP, is the proposed counsel to the
official committee of unsecured creditors.

The Company listed between $100 million and $500 million each in
assets and debts.


PROVIDENT ROYALTIES: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Provident Royalties, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            ------------    ------------
  A. Real Property                         $0
  B. Personal Property           $443,313,387
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $179,264,559
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $286,788,858
                                 ------------    ------------
        TOTAL                    $443,313,387    $466,053,417

A copy of the Debtor's schedules of assets and liabilities is
available at http://bankrupt.com/misc/providentroyalties.sal.pdf

                     About Provident Royalties

Based in Dallas, Texas, Provident Royalties LLC owns working
interests in oil and gas properties primarily in Oklahoma.
Provident and its affiliates filed for Chapter 11 on June 22, 2009
(Bankr. N.D. Tex. Case No. 09-33886).  Judge Harlin DeWayne Hale
presides over the case.  Epiq Bankruptcy Solutions, LLC is
the claims and noticing agent.  The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.

On July 2, 2009, the Securities and Exchange Commission filed,
under seal, a complaint in District Court for the Northern
District of Texas against the Debtors and certain of their
principals and managing partners on allegations that they sold
stock and limited partnership interest to over 7,700 investors as
part of a $485 million Ponzi scheme.

On July 2, 2009, the District Court for the Northern District of
Texas appointed Dennis L. Roossien, Jr., at Munsch Hardt Kopf &
Harr P.C. in Dallas, Texas, as receiver for the Debtors.  On
July 20, 2009, the Bankruptcy Court appointed the receiver as the
Debtors' Chapter 11 trustee.  Mr. Roossien, Jr., has taken
possession and control of the Debtors' property and business.

Musch Hardt Koph & Harr, P.C., is the Chapter 11 trustee's
proposed bankruptcy counsel.  Gardere, Wynne, Sewell, LLP, is the
proposed counsel to the official committee of unsecured creditors.

The Company listed between $100 million and $500 million each in
assets and debts.


PROVIDENT ROYALTIES: Can Use Sinclair Entities Cash Until Aug 27
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
issued a final agreed order granting Provident Royalties LLC and
its debtor-affiliates permission to use cash collateral of
Sinclair Oil & Gas Company and Sinclair Finance Company, until
August 27, 2009, to pay necessary expenses, in accordance with a
budget.

The budget may be modified in writing only with the prior written
consent of the Sinclair entities or Court order after notice and
hearing.

As of the petition date, Sinclair Oil & Gas is owed at least
$150,000,000 in unpaid principal and $4,261,870 in accrued but
unpaid interest and other charges, secured by substantially all of
the assets of Provident Royalties, LLC, Somerset Lease Holdings,
Inc., Shale Royalties II, Inc., Shale Royalties 3, L.L.C., Share
Royalties 4, Inc., Provident Energy 1, LP, and Provident Resources
1, L.P., including, without limitation, oil, gas and mineral
leases, oil wells and gas wells.

Sinclair Finance Company is owed, as of the petition date, at
least $25,000,000 in unpaid principal and $1,614,455 in accrued
interest and other charges, secured by certain assets of Somerset
Lease Holdings, Inc. and Provident Royalties, LLC, including,
without limitation, mineral leases and associated mineral
interests.

As adequate protection and to the extent of any diminution in the
value of their pre-petition interests in the collateral, including
cash collateral, and subject only to prior liens, if any, the
Sinclair entities are granted replacement liens in all of the
properties and assets of the Borrower Debtors, excluding causes of
action and recoveries under chapter 5 of the Bankruptcy Code.

As additional adequate protection, to the extent that the adequate
protection liens are insufficient to adequately protect the
diminution in the value of their pre-petition interests, the
Sinclair entities are granted a superpriority expense claim
allowable under Section 507(b) of the Bankruptcy Code, which claim
is superior to any claim under any provision of the Bankruptcy
Code.

Trade creditors holding perfected statutory liens (the "M&M
Liens") on certain of the Debtors' property, if any, to the extent
of a diminution in the value of their interest in cash collateral,
are granted replacement liens in property upon which they assert
an interest, excluding causes of action and recoveries under
Chapter 5 of the Bankruptcy Code.

                     About Provident Royalties

Based in Dallas, Texas, Provident Royalties LLC owns working
interests in oil and gas properties primarily in Oklahoma.
Provident and its affiliates filed for Chapter 11 on June 22, 2009
(Bankr. N.D. Tex. Case No. 09-33886).  Judge Harlin DeWayne Hale
presides over the case.  Epiq Bankruptcy Solutions, LLC is
the claims and noticing agent.  The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.

On July 2, 2009, the Securities and Exchange Commission filed,
under seal, a complaint in District Court for the Northern
District of Texas against the Debtors and certain of their
principals and managing partners on allegations that they sold
stock and limited partnership interest to over 7,700 investors as
part of a $485 million Ponzi scheme.

On July 2, 2009, the District Court for the Northern District of
Texas appointed Dennis L. Roossien, Jr., at Munsch Hardt Kopf &
Harr P.C. in Dallas, Texas, as receiver for the Debtors.  On
July 20, 2009, the Bankruptcy Court appointed the receiver as the
Debtors' Chapter 11 trustee.  Mr. Roossien, Jr., has taken
possession and control of the Debtors' property and business.

Musch Hardt Koph & Harr, P.C., is the Chapter 11 trustee's
proposed bankruptcy counsel.  Gardere, Wynne, Sewell, LLP, is the
proposed counsel to the official committee of unsecured creditors.

The Company listed between $100 million and $500 million each in
assets and debts.


PROVIDENT ROYALTIES: Investors Committee Taps RM as Local Counsel
-----------------------------------------------------------------
The official investors committee appointed in Provident Royalties,
LLC, et al.'s bankruptcy cases asks the U.S. Bankruptcy Court for
the Northern District of Texas for authority to employ Rochelle
McCullough, LLP, as local bankruptcy counsel, effective August 13,
2009.

The Investors Committee requires the assistance of counsel for the
following purposes:

  a.  to advise the Investors Committee with respect to its powers
      and duties in the case;

  b   to assist in its investigation of the acts, conduct, assets,
      liabilities, and financial condition of Provident, the
      operation of Provident's business, and other matters
      relevant to the case, including the formation of a plan of
      reorganization;

  c.  to assist in the formulation and confirmation of a plan of
      reorganization; and

  d.  to perform other legal services as may be required and are
      in the interest of the unsecured creditors.

Rochelle McCullough's hourly rates are:

  Michael R. Rochelle, Esq.         $550
  Kevin D. McCullough, Esq.         $450
  Gregory H. Bevel, Esq.            $450
  Scott M. DeWolf, Esq.             $350
  Sean J. McCaffity, Esq.           $350
  Chris B. Harper, Esq.             $450
  Kerry A. Miller, Esq.             $220
  Paralegals                        $140

Michael R. Rochelle, Esq., a partner at Rochelle McCullough, tells
the Court that the firm represents no interest adverse to
Investors Committee and that the firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                     About Provident Royalties

Based in Dallas, Texas, Provident Royalties LLC owns working
interests in oil and gas properties primarily in Oklahoma.
Provident and its affiliates filed for Chapter 11 on June 22, 2009
(Bankr. N.D. Tex. Case No. 09-33886).  Judge Harlin DeWayne Hale
presides over the case.  Epiq Bankruptcy Solutions, LLC is
the claims and noticing agent.  The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.

On July 2, 2009, the Securities and Exchange Commission filed,
under seal, a complaint in District Court for the Northern
District of Texas against the Debtors and certain of their
principals and managing partners on allegations that they sold
stock and limited partnership interest to over 7,700 investors as
part of a $485 million Ponzi scheme.

On July 2, 2009, the District Court for the Northern District of
Texas appointed Dennis L. Roossien, Jr., at Munsch Hardt Kopf &
Harr P.C. in Dallas, Texas, as receiver for the Debtors.  On
July 20, 2009, the Bankruptcy Court appointed the receiver as the
Debtors' Chapter 11 trustee.  Mr. Roossien, Jr., has taken
possession and control of the Debtors' property and business.

Musch Hardt Koph & Harr, P.C., is the Chapter 11 trustee's
proposed bankruptcy counsel.  Gardere, Wynne, Sewell, LLP, is the
proposed counsel to the official committee of unsecured creditors.

The Company listed between $100 million and $500 million each in
assets and debts.


PROVIDENT ROYALTIES: Ch 11 Trustee Taps Munsch Hardt as Counsel
---------------------------------------------------------------
Dennis L. Roossien, Jr., the duly appointed Chapter 11 trustee for
Provident Royalties, LLC, et al., asks the U.S. Bankruptcy Court
for the Northern District of Texas for authority to employ Munsch
Hardt Kopf & Harr, P.C., as his bankruptcy counsel, nunc pro tunc
to July 2, 2009.

Munsch Hardt has agreed, among other things, to:

  a) consult and advise the Chapter 11 trustee with respect to the
     powers and duties of a Chapter 11 trustee in the continued
     management and operation of the Debtors' businesses and
     properties;

  b) advise the Chapter 11 trustee of his responsibilities to the
     unsecured creditors and to the investors and direct necessary
     communication with same, including attendance at meetings and
     negotiations with representatives of creditors and investors,
     their respective counsel, and other parties-in-interest; and

  c) take all necessary action to protect and preserve the assets
     of the estates, including the prosecution of actions on
     behalf of the Chapter 11 trustee, the defense of any actions
     commenced against the Debtors or the Chapter 11 trustee,
     negotiations concerning all litigation in which the Debtors
     are parties or the Chapter 11 trustee hereafter is a party,
     and objections to claims filed against the estates.

Munsch Hardt's hourly rates are:

     Joseph J. Wielebinski, Esq.      $535
     Kevin M. Lippman, Esq.           $400
     Lee J. Pannier, Esq.             $225
     Audrey M. Monlezun               $190

Kevin M. Lippman, Esq., a shareholder at Munsch Hardt, tells the
Court that the firm does not have an interest adverse to the
interests of the official committee of unsecured creditors, and
that the firm is a "disinterested person" for purposes of Section
101(14) of the Bankruptcy Code.

A hearing to consider the application of Munsch Hardt as
bankruptcy counsel to the Chapter 11 trustee is scheduled on
September 14, 2009, at 10:00 a.m.

                     About Provident Royalties

Based in Dallas, Texas, Provident Royalties LLC owns working
interests in oil and gas properties primarily in Oklahoma.
Provident and its affiliates filed for Chapter 11 on June 22, 2009
(Bankr. N.D. Tex. Case No. 09-33886).  Judge Harlin DeWayne Hale
presides over the case.  Epiq Bankruptcy Solutions, LLC is
the claims and noticing agent.  The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.

On July 2, 2009, the Securities and Exchange Commission filed,
under seal, a complaint in District Court for the Northern
District of Texas against the Debtors and certain of their
principals and managing partners on allegations that they sold
stock and limited partnership interest to over 7,700 investors as
part of a $485 million Ponzi scheme.

On July 2, 2009, the District Court for the Northern District of
Texas appointed Dennis L. Roossien, Jr., at Munsch Hardt Kopf &
Harr P.C. in Dallas, Texas, as receiver for the Debtors.  On
July 20, 2009, the Bankruptcy Court appointed the receiver as the
Debtors' Chapter 11 trustee.  Mr. Roossien, Jr., has taken
possession and control of the Debtors' property and business.

Gardere, Wynne, Sewell, LLP, is the proposed counsel to the
official committee of unsecured creditors.

The Company listed between $100 million and $500 million each in
assets and debts.


PULTE HOMES: S&P Affirms Corporate Credit Rating at 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Pulte
Homes Inc., including its 'BB' corporate credit rating.  The
actions follow the Aug. 18, 2009, closing of the company's merger
with Centex Corp.  S&P removed its ratings on Pulte from
CreditWatch, where they were placed with negative implications on
April 8, 2009, following the merger announcement.  The outlook is
negative.

Additionally, S&P raised its ratings on Centex's senior unsecured
notes to 'BB' and withdrew its 'BB-' corporate credit rating.  S&P
also removed all of the ratings on Centex from CreditWatch, where
they were placed with positive implications following the April 8
merger announcement.  Pulte assumed Centex's bonds, and each
company's homebuilding subsidiaries will guarantee the other
entity's senior notes.  Centex's homebuilding subsidiaries will
also guarantee Pulte's bank credit facility.  As a result, there
is no rating distinction between Centex's notes and the existing
Pulte notes.

Pro forma for the merger, and factoring in S&P's expectations for
the successful execution of the pending $1.5 billion debt tender
offer and the repayment of near-term debt maturities, S&P revised
the recovery rating on Pulte's senior notes to '4' from '3'.  The
rating actions affect roughly $6 billion of post-merger combined
senior notes.  S&P estimates that roughly $4.3 billion of senior
notes will remain outstanding upon the completion of a
tender offer.

"The affirmation of the 'BB' corporate credit rating on Pulte and
its removal from CreditWatch reflect S&P's belief that the company
will successfully deleverage its balance sheet post-merger through
the tender offer it recently announced," said Standard & Poor's
credit analyst George Skoufis.  "Moreover, even after this sizable
cash-financed tender offer, Pulte will continue to maintain a
sizable cash position -- additionally, S&P believes the merger
creates a homebuilder with a broader product line while providing
opportunities to eliminate redundant costs and return to
profitability sooner.

At the same time, the speculative-grade rating acknowledges that,
in S&P's view, difficult housing market conditions will persist
into 2010, and key credit metrics will remain weak.  Additionally,
the large land position resulting from this combination could
expose Pulte to further write-downs if housing conditions worsen,
which could put the company at risk of tripping a bank covenant.

In S&P's view, although recent homebuilder trends have been
somewhat encouraging, the for-sale housing market still faces
considerable near-term headwinds that limit the prospects for
regaining stability.  GAAP losses could continue as margins remain
under pressure and the risk of additional impairments persists.
While S&P believes Pulte's cash balance provides ample cushion to
carry the company through this downturn, S&P would consider
lowering S&P's rating if operating conditions erode, which would
hinder Pulte's return to profitability and could trigger
additional impairments and result in bank covenant pressure.  S&P
would consider revising the outlook to stable if housing
conditions stabilize, the company realizes cost savings and
appears poised to return to consistent profitability, and credit
metrics begin to improve.


QIMONDA NA: Texas Instruments to Buy Chip Equipment for $172.5MM
----------------------------------------------------------------
Texas Instruments Inc. has been selected as stalking horse bidder
for manufacturing machinery in a Richmond, Virginia, plant owned
by U.S. affiliates of German memory-chip maker Qimonda AG.

According to a copy of an asset purchase agreement filed with the
U.S. Bankruptcy Court for the District of Delaware, Texas
Instruments, the second-largest U.S. semiconductor maker, will pay
$172.5 million for the facility, absent higher and better bids at
an auction.

A copy of the Asset Purchase Agreement signed by Qimonda Richmond
LLC and Texas Instruments is available for free at:

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

Objections to the APA are due August 31.

Competing bids are due Sept. 21.  If competing bids are received,
an auction will be held at the New York offices of Simpson,
Thacher & Bartlett LLP on September 23.  The Bankruptcy Court will
consider approval of the results of the auction on September 24.

If another party emerges as winning bidder at the auction, Texas
Instruments will receive a break-up fee of $4,312,500 and expense
reimbursement of up to $750,000.

Texas Instruments wants the equipment to build what its says will
be the first plant to use a new type of production gear for analog
chips, which are used to convert sound and motion into electronic
signals, Bloomberg said.  "TI's strong balance sheet allows us to
make significant strategic moves in weak economic environments
such as today's to significantly strengthen our long-term position
in our core product lines," spokeswoman Kim Morgan said in an e-
mail to Bloomberg.

Texas Instruments is represented by

    Joseph J. Wielebinski
    Robert R. Kibby
    Munsch Hard Kopf & Harr, P.C.
    3800 Lincoln Plaza
    500 N. Akard Street
    Dallas, TX 75201-6659
    Facsimile: (214) 978-4306

                        About Qimonda N.A.

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The Company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.  On June 15, 2009, QAG filed
a petition for relief under Chapter 15 of the Bankruptcy Code
(Bankr. E.D. Virginia Case No. 09-14766).

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589).  Mark D. Collins, Esq.,
Michael J. Merchant, Esq., and Maris J. Finnegan, Esq., at
Richards Layton & Finger PA, represents the Debtors as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
listed more than $1 billion each in assets and debts.  The
information was based on Qimonda Richmond's financial records
which are maintained on a consolidated basis with Qimonda North
America Corp.


RAINBOWS UNITED: August 17 Hearing Rescheduled for September 17
---------------------------------------------------------------
Joe Rodriguez at The Wichita Eagle reports that an August 17
hearing in the Rainbows United, Inc. bankruptcy case was
rescheduled for September 17.

According to The Wichita Eagle, the hearing was aimed at settling
a dispute with at least one creditor and to address a financial
component of the Company's reorganization plan.  The Wichita Eagle
says that three creditors objected to the financial component.
One of the creditors is South Central Kansas Education Service
Center, which employs 68 people who educate Rainbows clients and
is owed about $450,000, the report states, citing the center's
lawyer, Linda Parks.

The Wichita Eagle relates that Ms. Parks and Ed Nazar, Rainbows
United's lawyer, said that negotiations are making progress in
settling the dispute.

The Wichita Eagle says that the Wichita Children's Home, one of
the creditors who objected the Plan, withdrew its objection.  The
other creditor is Lafarge North America Inc., which is owed more
than $50,000, The Wichita Eagle states.

Headquartered in Wichita, Kansas, Rainbows United, Inc. --
http://www.rainbowsunited.org/-- is a Wichita nonprofit agency
that serves children with special needs and their families.
Rainbows United serves more than 2,600 children aged birth through
5, including more than 2,300 with special needs.  The
organization, which has 435 full- and part- time employees, serves
primarily Sedgwick and Butler counties.

Rainbows United filed for Chapter 11 bankruptcy protection on
July 30, 2009 (Bankr. D. Kan. Case No. 09-12457).  Edward J.
Nazar, Esq., at Redmond & Nazar, L.L.P., assists the Company in
its restructuring efforts.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


READY MIX: Seeks Waiver From National Bank of Arizona
-----------------------------------------------------
Ready Mix, Inc., reports receiving a letter from National Bank of
Arizona alleging that the Company is out of compliance with a
covenant requirement under the parties' loan agreement.

The covenant requirement is a minimum adjusted earnings before
interest, taxes, depreciation and amortization expense debt
coverage ratio evaluated at year end.  The NBA loan is secured by
RMI's headquarters building in Phoenix, Arizona.

By letter received August 10, 2009, NBA alleged that the covenant
requirement is 1.25 to 1.0 for the year ended December 31, 2008
and that RMI is out of compliance with a ratio of 0.80 to 1.0.

RMI has timely made all payments, is currently in discussions with
NBA and expects to obtain a waiver of the covenant requirement and
amend the loan agreement.  Although these discussions are ongoing
and RMI and NBA have agreed in principle to basic terms, there can
be no assurance that RMI will be able to obtain an amendment or
waiver from NBA.  If RMI is not able to do so, the $1.3 million
note payable that is currently outstanding to NBA could become
immediately due and payable and NBA could proceed against
collateral granted to it to secure that debt if RMI were not able
to repay it.  If NBA accelerates the payment requirements, RMI may
not have sufficient liquidity to pay off the related debt and
there would be a material adverse effect on RMI's financial
condition and results of operations.

Ready Mix also says as of June 30, 2009, it was not in compliance
with the fixed charge coverage ratio with Wells Fargo Equipment
Finance, Inc.  RMI and WFE have amended the agreements to:

     (1) include a waiver of the fixed charge coverage ratio
         covenant requirement for the quarters ending June 30,
         2009 and September 30, 2009;

     (2) have WFE accept payments of interest only for four
         months, which will defer the Company's payment of
         roughly $695,000 in principal during such period;

     (3) require the Company to provide roughly an additional
         $750,000 as collateral to secure the deferred principal;

     (4) require the Company to pay WFE a $8,500 consent fee; and

     (5) require the Company to pay WFE 35% of proceeds in excess
         of related loans and costs if the Company were to sell
         its headquarters building and the real estate on which it
         is located.

The Company has engaged the services of Lincoln International LLC
to evaluate and advise the Board of Directors regarding strategic
alternatives to enhance shareholder value, including the potential
sale of the Company.  The implementation of any strategic
alternative would be subject to, among other things, the results
of the Board's evaluation of strategic alternatives, obtaining
Board and stockholder approvals of any proposed transaction, and
customary conditions to the closing of any proposed transaction.
Accordingly, there is no assurance that the review of strategic
alternatives will result in the Company pursuing any particular
transaction, or, if it pursues any such transaction, that it will
be completed.  No further public comment is expected regarding the
review until the Board of Directors has approved a specific
transaction or otherwise deems disclosure of significant
developments appropriate.

                          About Ready Mix

Ready Mix, Inc., has provided ready-mix concrete products to the
construction industry since 1997.  RMI currently operates four
ready-mix concrete plants in the metropolitan Phoenix, Arizona
area, three plants in the metropolitan Las Vegas, Nevada area, and
one plant in Moapa, Nevada.  RMI also operates two sand and gravel
crushing and screening facilities near Las Vegas, Nevada, which
provide raw materials for its Las Vegas and Moapa concrete plants.


REALOGY CORP: Bank Debt Trades at 24% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 75.96 cents-on-the-
dollar during the week ended Friday, Aug. 21, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.58 percentage points
from the previous week, The Journal relates.  The loan matures on
Sept. 30, 2013.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Caa1
rating and Standard & Poor's CCC- rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 21, among the 147 loans
with five or more bids.

Realogy Corporation is one of the largest real estate service
companies in the United States with reported revenues of about
$4.7 billion for the year ended Dec. 31, 2008.  Realogy was
incorporated in January 2006 to facilitate a plan by Cendant
Corporation to separate Cendant into four independent companies -
one for each of Cendant's real estate services, travel
distribution services, hospitality services (including timeshare
resorts), and vehicle rental businesses.  The separation became
effective July 2006.

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.

At March 31, 2009, Realogy had $8.62 billion in total assets,
$9.62 billion in total liabilities, and $997 million in
stockholders' deficit.

Moody's Investors Service on December 19, 2008, lowered its
corporate family rating on Realogy to Caa3 from Caa2 following the
company's withdrawal of an exchange offer to holders of its senior
unsecured cash pay, unsecured toggle and subordinated notes.
As reported by the Troubled Company Reporter on March 3, 2009,
Moody's said Realogy's announcement that its private equity
sponsor, Apollo Management, L.P., may invest up to $150 million in
the company during fiscal 2009 will have no immediate impact on
Realogy's credit ratings, liquidity rating or the negative rating
outlook.

Realogy carries 'CC' issuer credit ratings from Standard & Poor's.


REVLON INC: Files Summary of Key Terms Related to Exchange Offer
----------------------------------------------------------------
Revlon Inc. filed Amendment No. 2 to amend the Tender Offer
Statement and Schedule 13E-3 Transaction Statement on Schedule TO
filed on August 10, 2009 -- as amended by Amendment No. 1 to the
Tender Offer Statement and Schedule 13E-3 filed on August 11 --
relating to Revlon's offer to exchange each share of Revlon's
Class A common stock, par value $0.01 per share, for a share of
Revlon's newly issued Series A preferred stock, par value $0.01
per share from the holders.

The Amendment No. 2 is filed solely to add the Summary of Key
Terms for Use by Investment Professionals.

The purpose of the Exchange Offer is:

     -- to give common stockholders an opportunity to exchange
        their common shares for Series A Preferred Stock; and

     -- upon successful completion of the Exchange Offer, to
        extend the maturity date of the Senior Subordinated Term
        Loan between a Revlon subsidiary and MacAndrews & Forbes
        Holdings Inc. from August 2010 to four years from closing.

The Series A Preferred Stock, liquidation preference of $3.71 per
share payable upon maturity, is senior to the Company's common
stock and senior in right of payment to the Term Loan.

The Exchange Offer expires 5:00 P.M., New York City time, on
September 10, 2009, unless extend.

On August 20, the Company circulated a Notice of Action by Written
Consent of the Majority Stockholders of and Information Statement
for Revlon Inc. to give investors notice of:

     (1) The issuance of up to 20,235,337 shares of Revlon Class A
         Common Stock, par value $0.01 per share to MacAndrews &
         Forbes, including (i) the contribution by MacAndrews &
         Forbes to the Company of up to $75 million of the
         aggregate outstanding principal amount of the Senior
         Subordinated Term Loan between MacAndrews & Forbes and
         Revlon Consumer Products Corporation, a wholly owned
         subsidiary of Revlon, and (ii) the entry into an
         amendment to the Senior Subordinated Term Loan pursuant
         to which, among other things, the interest rate will be
         increased from 11% to 12.75% and the maturity date will
         be extended from August 1, 2010 to the fourth anniversary
         of the consummation of the Exchange Offer described in
         the Offer to Exchange;

     (2) In connection with the Transactions, an amendment to
         Revlon's restated certificate of incorporation to
         increase the number of authorized shares of Revlon's
         preferred stock from 20 million to 50 million;

     (3) An amendment to Revlon's restated certificate of
         incorporation to clarify that the provision requiring
         that holders of Class A Common Stock and holders of Class
         B Common Stock, par value $0.01 per share, receive the
         same consideration in certain business combinations shall
         only apply in connection with transactions involving
         third parties.

The Written Consent will be effective on September 9.

Franklin M. Gittes, Esq., and Alan C. Myers, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in New York, advise Revlon in the
transaction.

Adam O. Emmerich, Esq., and Trevor S. Norwitz, Esq., at Wachtell,
Lipton, Rosen & Katz, in New York, advise MacAndrews & Forbes in
the transaction.

A full-text copy of the Notice of Action by Written Consent of the
Majority Stockholders of and Information Statement for Revlon Inc.
is available at no charge at http://ResearchArchives.com/t/s?427c

A full-text copy of the Summary of Key Terms is available at no
charge at http://ResearchArchives.com/t/s?427b

                           About Revlon

Revlon Inc. -- http://www.revloninc.com/-- is a worldwide
cosmetics, hair color, beauty tools, fragrances, skincare, anti-
perspirants/deodorants and beauty care products company.  Revlon
Inc. conducts its business exclusively through its direct wholly
owned operating subsidiary, Revlon Consumer Products Corporation,
and its subsidiaries.  Revlon is a direct and indirect majority
owned subsidiary of MacAndrews & Forbes Holdings Inc., a
corporation wholly-owned by Ronald O. Perelman.  The Company's
brands, which are sold worldwide, include Revlon(R), Almay(R),
ColorSilk(R), Mitchum(R), Charlie(R), Gatineau(R), and Ultima
II(R).

At June 30, 2009, Revlon had $797.4 million in total assets; and
$326.4 million in total current liabilities, $1.15 billion in
long-term debt, $107.0 million in long-term debt by affiliates,
$213.8 million in long-term pension and other post-retirement plan
liabilities, $66.6 million in other long-term liabilities;
resulting in $1.07 billion in stockholders' deficiency.


ROBERT MIELL: Gov't, Lender Want Rental Property Liquidated
-----------------------------------------------------------
The U.S. government and major lender Heritage Bank of Marion said
in court documents that Robert Miell's rental property company
should be liquidated because it can't pay its real estate taxes
and other bills.

The Gazette reports that the U.S. Bankruptcy trustee, representing
the government, filed a motion in July 2009 to convert Mr. Miell's
Chapter 11 bankruptcy to a Chapter 7 liquidation.  Mr. Miell
hadn't paid "substantial real estate taxes" before his May 28
bankruptcy filing, and those taxes are accruing at a 24%interest
rate, the report says, citing the trustee.

The government, according to court documents, said that
administrative fees in the case have totaled $100,000.

Heritage Bank of Marion has 42 mortgages for 65 parcels of Mr.
Miell's real estate, says The Gazette.  According to the report,
Heritage Bank and Luana Savings Bank filed separate motions to
have Mr. Miell's bankruptcy case converted to a Chapter 7
liquidation.

Mr. Miell owed more than $5.5 million when the case was filed, The
Gazette reports, citing Heritage Bank.  According to the report,
the creditor believes that Elite Properties of Iowa, Mr. Miell's
property firm, will have some utilities closed down for non-
payment.  Heritage Bank said that Elite Properties won't be able
to pay $80,000 in real estate taxes due September 30 on 65
parcels, says the report.

According to court documents, Mr. Miell and Renee Hanrahan, the
case trustee who is overseeing Elite Properties, failed to tell
Heritage Bank which of the mortgaged rental properties are
insured, so the bank has had to pay for insurance on the
properties.  Court documents say that the trustee doesn't have
accurate information about the occupancy status of various
properties.

The Gazette relates that Mr. Miell has objected to converting his
Chapter 11 reorganization case into a Chapter 7 liquidation.  Mr.
Miell blamed Mr. Hanrahan for his business' financial problems,
says The Gazette.  Mr. Hanrahan, according to court documents,
terminated Mr. Miell's employees and hired property management
firms, adding an additional layer of expense to the operation.

Robert Miell owns a rental property company in Cedar Rapids.  He
filed for Chapter 11 bankruptcy protection on May 28, 2009.
Jerrold Wanek assists Mr. Miell in his restructuring efforts.


RONSON CORP: Has $481,000 Q2 Net Loss; Going Concern Doubt Raised
-----------------------------------------------------------------
Ronson Corporation posted a net loss of $481,000 for the three
months ended June 30, 2009, from a net loss of $238,000 for the
same period a year ago.  The Company posted a net loss of
$1,892,000 for the first half of 2009 from a net loss of $499,000
for the first half of 2008.

As of June 30, 2009, the Company had $16,106,000 in total assets;
and total current liabilities of $12,451,000, long-term debt of
$13,000, other long-term liabilities of $1,937,000, other long-
term liabilities of discontinued operations of $3,553,000;
resulting in stockholders' deficiency of $1,848,000.

Ronson filed its June 30, 2009 quarterly report on Form 10-Q with
the Securities and Exchange Commission on August 19, two days
after stating it would delay the filing of the 10-Q report.
According to the Company, "despite diligent efforts, the work
necessary to complete the Form 10-Q could not be finished in
sufficient time to permit the filing on the due date of August 14,
2009, without unreasonable effort and expense.  This is due
largely to time and effort of the Company's financial department
related to reclassification of the operations of Ronson Consumer
Products and Ronson Corporation of Canada Ltd., as discontinued
operations due to the Company's plans to sell the assets of these
subsidiaries."

                        Going Concern Doubt

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  At June 30,
2009, the Company had both a deficiency in working capital and a
Stockholders' Deficit.  In addition, the Company was in violation
of certain provisions of certain short-term and long-term debt
covenants at June 30, 2009 and December 31, 2008.

The Company's losses and difficulty in generating sufficient cash
flow to meet its obligations and sustain its operations, as well
as existing events of default under its credit facilities and
mortgage loans, raise substantial doubt about its ability to
continue as a going concern.

In March 2009, the Company retained Joel Getzler of Getzler
Henrich as Chief Restructuring Officer, with responsibility for
operations, finance, accounting and related administrative issues,
subject to the authority and reporting to the Company's Board of
Directors.  Getzler Henrich is a corporate turnaround and
restructuring firm which, in addition to its operational
restructuring focus, is experienced in restructuring,
lender/credit relationship management and financing.

                      Wells Fargo Forbearance

On March 30, 2009, the Company and its wholly owned subsidiaries
entered into a forbearance agreement with their principal lender,
Wells Fargo Bank, National Association, under which, as
subsequently amended, Wells Fargo has agreed not to assert
existing events of default under the Company's credit facilities
with Wells Fargo through November 30, 2009, or such earlier date
determined under the forbearance agreement.  As reported by the
Troubled Company Reporter on August 12, the forbearance period may
terminate earlier if, among other events, prior to September 30,
2009, the Company is not party to definitive asset sale
agreements, without financing contingencies, covering its consumer
products and aviation divisions, respectively.

During the forbearance period, Wells Fargo will make available to
the domestic borrowers an overadvance facility in the amount of up
to $1,000,000 to supplement the Company's credit line, the maximum
amount of which has been adjusted to $3.0 million.  During the
forbearance period, the Company will continue to be obligated for
interest at the default rate under the credit and term loan
facilities with Wells Fargo, except for interest on overadvances
that accrue at the bank's prime rate plus 8% per annum, in
addition to a forbearance fee in the amount of $500,000 which will
be charged as an advance under the credit line upon the earlier of
the end of the forbearance period or repayment of all amounts owed
to Wells Fargo.

                      Sale of Ronson Aviation

On May 15, 2009, the Company entered into an agreement to sell
substantially all of the assets of Ronson Aviation, Inc., its
wholly owned subsidiary engaged as a fixed-base operator at
Trenton-Mercer Airport.  Ronson Aviation provides aircraft fueling
and servicing, avionics sales, aircraft repairs and maintenance,
hangar and office leasing and related services.  The Company
procured purchasers so as to maximize the value of Ronson
Aviation, permit it to satisfy outstanding indebtedness, including
to Wells Fargo, and provide working capital to the Company.  The
Company's objective is to consummate a transaction prior to the
end of 2009, subject to obtaining shareholder approval and meeting
other conditions contained in the purchase agreement.

                Sale of Consumer Products Division

On August 12, 2009, the Company announced that it has entered into
a non-binding letter of intent with Zippo Manufacturing Company
for the acquisition of the Company's consumer products division.
The consummation of the transaction is subject, among other
things, to negotiation of definitive documentation, satisfactory
completion by Zippo of its due diligence review of the consumer
products division, final approval by the parties' boards of
directors and approval by the Company's shareholders, receipt of
required third-party consents and various other customary
conditions.

As reported by the Troubled Company Reporter, Ronson was served
with a lawsuit in the United States District Court for the Western
District of Pennsylvania by Zippo regarding the Company's
execution of a non-binding letter of intent to sell substantially
all of the assets of its consumer products division.  Zippo claims
that the Company breached alleged obligations to Zippo by
accepting the bid of a European purchaser in lieu of Zippo's bid,
and seeks to enjoin the Company from negotiating the sale of its
consumer products division with any party other than Zippo.
Following the filing of Zippo's suit, the prospective purchaser
with whom the Company has been in discussions has withdrawn its
proposal.

On August 12, Ronson said the lawsuit was dismissed without
prejudice by Zippo, and the Company entered into a non-binding
letter of intent with Zippo for the acquisition of the consumer
products division.

Most recently, the European purchaser has demanded amounts
aggregating $200,000 to cover its legal fees and expenses
associated with its participation in the sale process.

                       Cost-Cutting Measures

In 2008 and to date in 2009, the Company has taken steps to reduce
its costs and expenses.  Certain salaries to officers and fees to
directors were reduced.  The Company's officers accepted
reductions in management incentive compensation totaling $79,000
related to operating results in 2007 that had been due to be paid
in 2008 and $44,000 in management incentive compensation related
to operating results in 2008.  In the first half of 2009, the
Company reduced its workforce by about 15 persons, or 17% of the
Company's staff.  The Company reduced the health benefits provided
to its employees, and deferred the payment of the Company's
contribution to its defined contribution pension plan.  In
addition, certain employees have temporarily assumed payment of
costs of Company vehicles and costs of life and other insurance.
All payments to directors of the Company, including officers who
are directors, have been deferred.  The Company continues to
review its costs for additional reductions.

Pending consummation of a liquidity transaction, the Company will
continue to effect cost reductions and seek sources of financing,
without which the Company will not be able to fund current
operations beyond the forbearance period.  The Company does not
have a commitment from Wells Fargo to extend the forbearance
period beyond its current duration.  In the event of acceleration
of its indebtedness to Wells Fargo and its outstanding mortgage
loans as a result of existing defaults, the Company would not have
sufficient cash resources to pay such amounts.  There can be no
assurance that the Company will be able to obtain an extension of
its arrangements with Wells Fargo, arrange additional financing or
complete its divestiture plans within its anticipated time frame.

A full-text copy of Ronson's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?429c

The operations of Somerset, New Jersey-based Ronson Corporation
(Pink Sheets: RONC) -- http://www.ronsoncorp.com/-- include its
wholly-owned subsidiaries: 1) Ronson Consumer Products Corporation
in Woodbridge, New Jersey, 2) Ronson Corporation of Canada Ltd.,
and 3) Ronson Aviation, Inc.


SADHIL LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Sadhil, LLC
        P.O. Box 28887
        Las Vegas, NV 89126

Bankruptcy Case No.: 09-25329

Chapter 11 Petition Date: August 20, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Jeffrey R. Hall, Esq.
                  Hutchison & Steffen, LLC
                  10080 W. Alta Drive, Suite 200
                  Las Vegas, NV 89145
                  Tel: (702) 385-2500
                  Fax: (702) 385-2086
                  Email: jhall@hutchlegal.com

                  Cami M. Perkins, Esq.
                  Hutchison & Steffen, LLC
                  10080 W. Alta Drive, Suite 200
                  Las Vegas, NV 89145
                  Tel: (702) 385-2500
                  Fax: (702) 385-2086
                  Email: cperkins@hutchlegal.com

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

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Herb Sider, manager of the Company.


SAGEMARK COMPANIES: In Talks with Creditors, Warns of Bankruptcy
----------------------------------------------------------------
"We are continuing to seek relief from our secured and unsecured
creditors and relief of our obligations under two remaining
premises leases; however, there can be no assurance that we will
be successful in our efforts.  If we are unable to obtain relief
on our remaining secured and unsecured obligations and remaining
lease obligations, we may be required to seek protection under
available bankruptcy laws," The Sagemark Companies Ltd. said in a
regulatory filing with the Securities and Exchange Commission.

From 2001 to 2008, the Company owned, operated or managed out-
patient medical diagnostic imaging centers that offered positron
emission tomography or PET and computed tomography imaging
equipment, collectively referred to as PET/CT.  At the end of the
first quarter of 2008, the Company discontinued operations of all
but one of its PET imaging centers and as of the end of the second
quarter of 2008 had discontinued all of such operations and
thereafter addressed all of its efforts toward resolution of its
significant debt and obligations.

As of June 30, 2009, the Company has no operations that generate
revenue, over $3,400,000 of liabilities, and insufficient assets
to satisfy any obligations.  The Company does not have sufficient
working capital to satisfy obligations to any of its creditors.
"These factors raise substantial doubt about our ability to
continue as a going concern," the Company said.

The Company reported a net loss to $172,000 for the three months
ended June 30, 2009, from a net loss of $1,387,000 for the same
period a year ago.  The Company reported a net loss of $324,000
for the six months ended June 30, 2009, from a net loss of
$2,350,000 for the same period a year ago.

As of June 30, 2009, the Company had $43,000 in total assets and
$3,403,000 in total liabilities, all current.

Sagemark filed its June 30, 2009 quarterly report on Form 10-Q
with the SEC on August 19, five days after stating it would delay
the filing of the 10-Q report.  The Company had cited ministerial
difficulties and delay in receiving certain information.

A full-text copy of the Company's financial report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42ae

The consolidated interim financial statements have been prepared
in conformity with accounting principles generally accepted in the
United States of America, which contemplate the Company's
continuation as a going concern.


SARATOGA RESOURCES: To Return 100 Cents-on-Dollar to Creditors
--------------------------------------------------------------
Saratoga Resources, Inc. on August 21 filed a Plan of
Reorganization and an explanatory disclosure statement in
connection with its pending Chapter 11 case.

Under the plan, first lien lender Macquarie Bank Ltd., owed
$12.6 million, would have its claims reinstated in the reorganized
company with "the same validity, priority, and extent" that
existed when Saratoga filed for bankruptcy.

Second lien lender Wayzata Opportunities Fund II LP, owed
$97.5 million, must vote in favor of the plan in order to receive
(i) interest starting seven months after the plan is implemented,
(ii) starting at the 25th month until the 60th month after the
effective date of the Plan and monthly principal payments plus 10%
interest per annum, and (iii), a balloon payment of amounts still
due five years after the plan takes effect.  If Wayzata opposes
the plan, it would get quarterly interest payments for the next
five years, and then a balloon payment of all amounts due after
the five years expire.

Each general unsecured creditor will receive (i) 80% of its claim
on the effective date of the Plan and the remaining 20% within 90%
of the Effective date plus 6% interest per annum, (ii) or 98% of
its claim on the later of the Effective Date and the date the
claim becomes an allowed claim.

Holders of existing equity interests will receive identical
interests in Reorganized Saratoga.  Holders of warrants will
retain their interests on the Effective Date.

Copies of the Plan and Disclosure Statement is available for free
at:

   http://bankrupt.com/misc/Saratoga_Ch11Plan.pdf
   http://bankrupt.com/misc/Saratoga_DisclosureStatement.pdf

"Saratoga's focus is on increasing production through low cost
workovers and recompletions, increasing reserves through field
studies and development, and decreasing operating costs.  We
believe that these 3 metrics, independent of the volatility of oil
and gas prices, enable value creation for our investors and
lenders.  Fortunately for Saratoga, despite two major storms and
the recent Chapter 11 filing, our team has succeeded in all 3 of
these measures," Andy Clifford, president said.

                     About Saratoga Resources

Saratoga Resources Inc. (OTCBB: SROEQ) is an independent
exploration and production company with offices in Houston and
Covington.  Saratoga engages in the acquisition and development of
oil and gas producing properties that allow the Company to grow
through low-risk development and risk-managed exploration.
Saratoga operates 14 fields in Louisiana and Texas with 106 active
producing wells.  Current net production is approximately 3,000
barrels of oil equivalent per day -- BOEPD -- with 70% oil versus
gas. Principal holdings cover 37,756 gross (34,246 net) acres,
mostly held-by-production, located in the state waters offshore
Louisiana.

Saratoga Resources, Inc., and certain operating subsidiaries filed
on March 31, 2009, voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court for the Western District of Louisiana in
Lafayette, Louisiana.  Saratoga is being advised by its legal
counsel, Adams & Reese LLP; its investment banker, Pritchard
Capital Partners LLC; and its financial advisor, Ambrose
Consulting LLC.

The case is In Re Harvest Oil and Gas, LLC (Bankr. W.D. La. Lead
Case No. 09-50397).  Robin B. Cheatham, Esq., at Adams & Reese
LLP, represents the Debtors in their restructuring efforts.  The
Debtors listed between $100 million and $500 million each in
assets and debts.


SEMGROUP LP: Canadian Creditors' Meeting Scheduled on Sept. 10
--------------------------------------------------------------
At the application of SemGroup L.P.'s Canadian affiliates, Madame
Justice Romaine in the Court of Queen's Bench of Alberta Judicial
District of Calgary entered an order on August 7, 2009 scheduling
a Meeting of the Ordinary Creditors.

The Canadian Creditors' Meeting will be held on September 10,
2009, at Osler, Hoskin & Harcourt LLP, in 2500, 450 -1st Street
SW, Calgary, AB T2P 5H1.

The Creditors' Meeting will be conducted for the purpose of
considering and, if thought advisable by the Ordinary Creditors,
voting in favor of a resolution to approve the CCAA Plans.

The Monitor, in accordance with the Canadian Creditors' Meeting
Order, is required to report to the CCAA Court immediately after
the Canadian Creditors' Meetings on the results of the votes of
the CCAA Plans.

In the event the CCAA Plans are approved by the required
majorities of the Affected Creditors, SemCAMS, SemCanada Crude
and the SemCanada Energy Companies may bring motions to the Court
on September 16, 2009, seeking orders sanctioning each of the
CCAA Plans.

       Monitor's Comments on CCAA Plans & SemGroup Plan

The Monitor related that SemCAMS, SemCanada Crude, and the
SemCanada Energy Companies have indicated that there are no other
viable options available to them to restructure other than as
proposed in the CCAA Plans and that the only other alternative
for each of these Applicants would be a formal liquidation under
the Bankruptcy and Insolvency Act.  In management's estimate a
liquidation scenario would, in the case of each of these
Applicants, provide a lower recovery to the Affected Creditors
than that proposed by the CCAA Plans, the Monitor said.

The CCAA Plans contemplate that all excess or surplus cash and
near cash assets of SemCAMS, SemCanada Crude, and the SemCanada
Energy Companies on the Plan Implementation Date, after payment
of Unaffected Claims and Unaffected Plan Closing Claims, will be
distributed first to the Secured Creditors, then to the Secured
Lenders, less a maximum of:

  (a) the lesser of $4.1 million or 4% of the Claims of SemCAMS
      Ordinary Creditors, to fund the CAMS Plan;

  (b) the lesser of $10.5 million, or 4% of the Claims of
      SemCanada Crude's Ordinary Creditors, to fund the
      SemCanada Crude Plan; and

  (c) the lesser of $2.0 million plus 20% of the net receivable
      collections from the SemCanada Energy Companies or an
      estimated 2.16% to 2.27% of the Claims SemCanada Energy
      Companies' Ordinary Creditors, to fund the SemCanada
      Energy Companies Plan.

The Monitor explained that the rationale behind this treatment is
that the Secured Lenders have valid and enforceable secured
claims and, in the event of a liquidation of any of SemCAMS,
SemCanada Crude or the SemCanada Energy Companies, the Secured
Lenders would receive the Unsecured Creditor Allocation resulting
in the Ordinary Creditors receiving no recovery.  Thus, the CCAA
Plans are considered to be better than liquidation.  The Secured
Lenders, in turn, gain some benefit by preserving the going
concern value of SemCams and SemCanada Crude, and by having a
prompt distribution of the funds held by the SemCanada Energy
Companies.

As SemCanada Energy has ceased operations, the benefit to
SemCanada Energy and the Secured Lenders of restructuring under
the CCAA versus liquidating under the Bankruptcy and Insolvency
Act is minimal.  Given that SemCanada Energy is effectively being
liquidated and wound up, the Energy Distribution Plan offers a
lower estimated recovery to Ordinary Creditors than the CAMS and
Crude Plans reflecting the fact that the SemCanada Energy
Companies have no going concern value.  However, the estimated
distribution to the SemCanada Energy Companies' Ordinary
Creditors is still considered by the Monitor to be better than
the alternative of liquidation under the Bankruptcy and
Insolvency Act.

Moreover, the Monitor commented that the distribution to the
SemGroup general unsecured creditors is better than liquidation
under Chapter 7 of the Bankruptcy Code, and thus, in light of the
effect of the US Bankruptcy Code's cram down provisions, it is
likely the SemGroup Plan will be confirmed.

Against this backdrop, the Monitor recommended that the CCAA
Plans should be allowed to circulate for the purposes of allowing
the Affected Creditors to vote on the CCAA Plans.

The Monitor further believed that the CCAA Plans are fair and
provide the best return to each Applicant's creditors.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: CCAA Monitor Supports Chapter 15 Petitions
-------------------------------------------------------
Ernst & Young, Inc., the Applicants' Canadian Companies'
Creditors Arrangement Act monitor appointed by the Hon. Madame
Justice Romaine in the Court of Queen's Bench of Alberta Judicial
District of Calgary, filed with the United States Bankruptcy
Court for the District of Delaware, a memorandum of law in
support of SemCanada Crude Company, SemCAMS ULC, CEG Energy
Options, Inc., A.E. Sharp Limited, and SemCanada Energy Company,
petitions for recognition of their CCAA proceedings as "foreign
main proceedings" under Chapter 15 of the U.S. Bankruptcy Code.

The Monitor asserted that the purpose of the CCAA Proceedings is
to facilitate the reorganization of the SemCanada Group for the
benefit of all creditors.  The Monitor insisted that the Canadian
Proceedings are entitled to recognition and relief provided by
Chapter 15.  A full-text copy of the Monitors' Memorandum of Law,
dated August 12, 2009, is available for free at:

     http://bankrupt.com/misc/semgroup_chap15memooflaw.pdf

Moreover, Ken Coleman, Esq., a member at Allen & Overy LLP,
counsel to the Monitor, submitted an affidavit in support of the
SemCanada Group's Chapter 15 Petitions.  The Coleman Affidavit
appended copies of (i) affidavit of David Keay, president of
SemCanada Energy Group, (ii) affidavit of Brent Brown, president
and chief operating officer of SemCanada Crude Company, (iii)
affidavit of Darren Marine; (iv) combined first report of the
Monitor dated July 30, 2008; (v) amended and restated initial
order of the Calgary Court dated July 30, 2008: and (vi)
unpublished decisions and orders cited in the Monitor's
Memorandum of Law dated August 12, 2009.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Producer's Committee Wants Plan Hearing Adjourned
--------------------------------------------------------------
The Official Producers' Committee in SemGroup LP's cases asks
Judge Brendan Linehan Shannon of the United States Bankruptcy
Court for the District of Delaware to adjourn the confirmation
hearing on the Debtors' Second Amended Plan of Reorganization that
is scheduled for September 16, 2009, until either:

  (i) two weeks after the United States Court for the Third
      Circuit has ruled on the expedited appeals from the
      Bankruptcy Court's June 19, 2009 opinions issued in
      three adversary proceedings concerning the Texas, Oklahoma
      and Kansas producers; or

(ii) other time as the Bankruptcy Court deems reasonable to
      provide the Circuit Court with sufficient time to rule on
      the pending appeals.

On June 19, 2009, Judge Shannon, on the record, issued Phase I
opinions relating to the Producer Adversary Proceedings.  Those
rulings, the OPC relates, were generally adverse to the positions
advocated by the Producers.  Nevertheless, the Bankruptcy Court
recognized that the Opinions involved novel and important
questions of law, and that resolution of those questions could
have a direct bearing on the Debtors' Plan.  The Producers tool
appeals from Judge Shannon's Opinions to the Circuit Court.  At
the Producer's request, the Circuit Court set an expedited
schedule for the Appeals with oral arguments to be heard on
October 7, 2009.

Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, argues that by expediting
the Appeals, the Circuit Court recognized the potential
unfairness to the Producers if the Plan is consummated before
resolution of the pending appeals.  Indeed, the OPC and the
Producers were largely shut out of the Plan negotiations, he
contends.  Under the Plan, the Secured Lenders are to receive
cash and stock valued at more than a billion dollars; whereas the
potentially senior Secured Producers are to receive (i) Producer
Cash, which has not been collected and the Debtors have no idea
if, when or how much, will be collected; and (ii) an interest in
Disputed Production Receivables that may or may not be collected
from downstream purchasers in yet-to-be filed lawsuits which the
Producers will not control and in which the Debtors have made no
attempts to value, he points out.

Mr. Pernick emphasizes that by expediting the Appeals, the
Circuit Court recognized that the issues in the Appeals involved
exceptional matters of pressing concern to the public and the
litigants.  An effort to quickly confirm the Plan so as to moot
or effectively negate the Producers' rights would thwart and
potentially render any subsequent decisions by the Circuit Court
meaningless, he argues.  He further notes that a short
adjournment is necessary because of problems that the OPC has had
in obtaining timely discovery related to the confirmation hearing
from the Debtors, the Secured Lenders and the Official Committee
of Unsecured Creditors.

In a separate filing, Titan Energy, Inc., and related interest
owners, including Loren Gas, Inc., and Winstar Energy I, L.P.,
adopts the arguments set forth in the OPC's Motion to Adjourn.
Titan Energy thus asks the Court to continue the Confirmation
Hearing at a later date.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico,
and Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Texas Agencies Object to Plan Confirmation
-------------------------------------------------------
The Texas Comptroller of Public Accounts and the State of
Michigan Department of Treasury, in separate filings, ask the
Court to deny confirmation of SemGroup L.P.'s Second Amended Joint
Plan of Reorganization.

The Texas Comptroller complains that the Plan's proposed federal
judgment rate of 2.33% does not comply with Sections 511 and
1129(a)(9)(C) of the Bankruptcy Code.  Similarly, the Plan does
not provide for any post-confirmation interest on the priority
tax claims, Mark Browning, Esq., assistant attorney general, in
Austin, Texas, complains.  He argues that the Plan is unclear
with respect to setoff rights of creditors.  He further contends
that the Plan's the Bankruptcy Court's permanent exclusive
jurisdictional provision conflicts with Section 1334(b) of the
Judicial and Judicial Procedure Code.  He also asserts that the
Plan contains broad exculpation provisions that would excuse
exculpated parties' non-compliance with applicable statutes,
including tax laws.

The Michigan Treasury Department objects to the Plan for the same
reasons cited by the Texas Comptroller.  The Michigan Department
further asserts that the language "curing or waiving any default"
should be included as adequate means for the Plan's
implementation.

Unless those defects are addressed by plan amendments or court
order, the State Agencies ask the Court to deny confirmation of
the Plan.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: To Exceed Capital Expenditures Set by CCAA Order
-------------------------------------------------------------
Ernst & Young, LLP, the Court-appointed monitor of SemCanada
Crude Company and its affiliates' reorganization proceedings
before the Canadian Companies' Creditors Arrangement Act provided
on July 30, 2009:

  * an update of restructuring efforts of SemGroup, L.P., and its
    debtor affiliates, including the United States Bankruptcy
    Court for the District of Delaware's approval of SemGroup's
    Disclosure Statement accompanying the Second Amended Joint
    Plan of Reorganization on July 21, 2009;

  * a brief update on the restructuring efforts of the Canadian
    Debtors;

  * a status report regarding the Monitor's petition for
    recognition of foreign proceedings of SemCanada Crude
    Company, CEG Energy Options, Inc., SemCAMs ULC, SemCanada
    Energy Company and A.E. Sharp Ltd. in the Bankruptcy Court
    pursuant to Chapter 15 of the Bankruptcy Code filed on
    July 27, 2009; and

  * the Monitor's comments and analysis regarding the proposed
    plans of arrangement and reorganization of SemCAMS,
    SemCanada Crude, SemCanada Energy.

A full-text copy of the Monitor's Report is available for free
at http://bankrupt.com/misc/semgroup_Jul30MonitorReport.pdf

In another report dated July 27, 2009, the Monitor disclosed:

(a) the budget to actual variance analysis of the cash flows
     of SemCAMS for the period from May 9 to July 17, 2009;

(b) the revised cash flow projections for SemCAMS for the
     period from July 18 to October 2, 2009;

(c) the budget to actual variance analysis of the cash flows
     of SemEnergy Company for the period from June 13 to
     July 10, 2009:

(d) SemCAMS' revised cash flow forecast for the period from
     July 11 to November 6, 2009;

(e) SemEnergy Group's budget to actual analysis from July 4,
     to October 2, 2009;

(f) SemEnergy Group's summary of actual receipts and
     disbursements for the period from May 7 to July 3, 2009;
     and

(g) SemEnergy Group's revised cash flow forecast for the period
     from July 4 to October 2, 2009.

(h) request for an increase in the aggregate amount of capital
     expenditures allowed by the CCAA Order; and

(i) Canadian Debtors' request for an extension of the CCAA Stay
     Period through October 1, 2009, and November 1, 2009.

Certain of SemCanada Crude's suppliers have advised that they are
unwilling to nominate volumes to SemCanada Crude for the period
after the expiry of the stay period that expired on September 7,
2009.  Given that suppliers are required to nominate their
October 2009 crude oil volumes by early September 2009, an
extension of SemCanada's stay period through November 1, 2009
will allow its operations to continue in the normal course of
business, including requiring its suppliers to continue to
nominate volumes through the proposed Plan Implementation Date.

Moreover, the CCAA Order states that capital expenditures will
not exceed $46.6 million in the aggregate for SemCAMS, without
further Court order.  SemCAMS, according to the Monitor,
estimates capital expenditures will remain within the Allowable
SemCAMs Capital Expenditures amount until August 14, 2009, after
which projected expenditures will be in excess of $46.6 million
authorized by the CCAA Order.  SemCAMS' expenditures, the Monitor
says, relates to the Redwillow Project and other ongoing
projects.

Specifically, SemCanada Crude sought an extension of its stay
period through November 1, 2009 while SemCAMS and SemEnergy Group
sought an extension of their stay periods to October 1, 2009.

A full-text copy of the Monitor's Report is available for free
at http://bankrupt.com/misc/semgroup_MonitorReport.pdf

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Seeks to Assume Pacts With SemGroup Energy
-------------------------------------------------------
SemGroup L.P. and its affiliates previously entered into a
settlement agreement with non-debtor SemGroup Energy Partners, LP,
whereby SemGroup, L.P. transferred to SemGroup Energy all of
SemMaterials, L.P., and its affiliates K.C. Asphalt L.L.C., and
Chemical Petroleum Exchange's assets connected to SemGroup Energy
or its affiliates' liquid asphalt cement facilities, including all
asphalt cement and residual fuel oil storage tanks, related
equipment, and associated easement and leasehold land rights.  In
addition, the Settlement provides that SemMaterials and its
affiliates would initially retain the asphalt front-office systems
and related software licenses.

The Debtors were required to enter into new contracts to
effectuate the Settlement, including a Master Agreement executed
on April 7, 2009, by the Debtors and SemGroup Energy.  The Master
Agreement provided that SemGroup Energy has the option to ask
that the Debtors transfer any of contracts relating to the
Asphalt Transferred Assets to SemGroup Energy subject to certain
terms and conditions.  Similarly, under the Master Agreement,
SemGroup Energy has the option to ask that the Debtors transfer
any of software they acquired from third parties.  As required
under the Master Agreement, SemGroup Energy advised the Debtors
on April 30, 2009, that it was exercising the Contracts Option
and the Software Option and wanted to assume certain asphalt
third party contracts and software contracts.

By this motion, the Debtors seek the Court's authority to assume
and assign (i) 24 Asphalt Third Party Contracts, and (ii) four
Software Contracts and transfer all of SemMaterials' software to
SemGroup Energy, free and clear of any liens.

A schedule of the contracts to be assumed is available for free
at http://bankrupt.com/misc/semgroup_assumedcontracts.pdf

The Debtors point out that SemMaterials is winding down its
business and disposing of any residual assets that have not been
sold.  Accordingly, SemMaterials no longer has a use for the
Assumed Contracts that SemGroup Energy wants, the Debtors stress.
Similarly, absent assumption and assignment of the Assumed
Contracts, the Debtors argue that they will be forced to bear the
burdens of those contracts without receiving any of their
attendant benefits.

The Debtors' books and records reflect a total of $2,236 in cure
amounts in connection with the assumption of the Contracts.

Objections to cure amounts were due August 20, 2009.  To the
extent any counterparty to the Assumed Contracts objects, the
Debtors will ask the Court to approve the cure amount as agreed
to among the objecting party, the Debtors and SemGroup Energy, or
as determined by the Court if no agreement is reached among the
parties.  SemGroup Energy will pay all Cure Amounts within 10
days of entry of the order granting the Motion to Assume and
Assign.

                         Objections

The City of Halstead, Kansas, asks the Court to find that an
Ordinance Number 1176, which was promulgated by the City's
governing body, and which contract the Debtors seek to assume and
assign, is not a contract that can be assumed and assigned under
Section 365(a) of the Bankruptcy Code.

BNSF Railway Company argues that the Debtors must establish that
SemGroup Energy or its affiliate has provided adequate assurance
of future performance of the Assumed Contracts under Section
365(f)(2) before assumption and assignment of the contracts
occurs.  BNSF asks the Court to deny approval of the Motion to
Assume and Assign with respect to BNSF's contracts.

Koch Materials, LLC, KMC Enterprises, LLC, and Koch Materials
Mexico, B.V., allege that the Debtors are asking the Court to
ignore the executory nature of a purchase and sale agreement
between the Debtors and the Koch Entities.  Accordingly, the Koch
Entities ask the Court to block the Debtors' attempt to (i) walk
away from their material obligations under the PSA; (ii) require
the Koch Entities to perform their obligations to the Debtors
going forward; and (iii) cherry-pick and assign to SemGroup
Energy the beneficial parts of the PSA while insulating both the
Debtors and SemGroup Energy from the PSA's burdens.

Judge Shannon will consider the Debtors' Motion to Assume and
Assign on August 27, 2009.  Objections, including cure amount
objections, were due August 20.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: SemFuel Assets Sold to Noble for $65.3 Million
-----------------------------------------------------------
The Bankruptcy Court authorized the sale of SemFuel L.P.'s assets
to Noble Americas Corp. for $65,350,000 free and clear of
all liens, on August 13, 2009.

An auction was held by the Debtors on August 3, 2009, whereby
Noble Americas was selected as the successful bidder for
SemFuel's Asset Groups 1 to 5 for a total bid of $65,350,000.
QuikTrip Corporation, U.S. Oil Co., Inc., and Magellan Pipeline
Company, L.P., were the approved stalking horse bidders of the
Asset Groups 1 to 3.

The assets sold to Noble Americas are:

Group 1 -- assets located in Fort Worth, Texas

Group 2 -- assets located in Green Bay, Wisconsin; Bettendorf,
            Iowa; and Rogers City, Michigan

Group 3 -- assets located in El Dorado, Kansas; Des Moines,
            Iowa; and Glenpool and West Tulsa, Oklahoma

Group 4 -- assets located in Bryan, Texas

Group 5 -- assets located in Houston, Texas

Judge Shannon also approved an Asset Purchase and Sale Agreement
executed between Noble Americas and SemFuel on August 3, 2009.  A
full-text copy of the Noble Americas APA is available for free
at http://bankrupt.com/misc/semgroup_NobleAmericasAPA.pdf

Any objections that have not been withdrawn, waived or settled,
or not otherwise resolved are denied and overruled on the merits
with prejudiced.

The Noble Americas APA contemplates a closing date of no later
than September 30, 2009.

Subject to the Noble Americas APA and the Sale Order and upon
closing, the Debtors are authorized to assume and assign the
initial assumed contracts to Noble Americas pursuant to Sections
363 and 365 of the Bankruptcy Code.  Moreover, the cure amounts
to the Initial Assumed Contracts will not be subject to further
dispute.  Upon payment of the Cure Amounts, the counterparties to
the Initial Assumed Contracts are forever barred from asserting
against Noble Americas any default existing as of the Closing.
To the extent not withdrawn or resolved, objections to the Cure
Amount are denied and overruled.

Judge Shannon further ruled that the Indemnity Agreement among
SemGroup, L.P., Westchester Fire Insurance Company, and ACE USA
will neither be an Initial Assumed Contract nor an Additional
Assumed Contract.  On or before the Closing, Noble Americas will
(i) post a bond in replacement of gross production tax bond No.
K07109891, executed by ACE USA, in favor of the State of
Oklahoma, Tax Payer Assistance Division, Oklahoma Tax Commission,
which replacement bond will relate solely to obligations incurred
on and after the Closing Date; and (ii) secure other arrangements
as may be necessary to conduct business in the State of Oklahoma
on and after the Closing Date.

                Debtors Seek to Assume & Assign
                  More Pacts to Noble Americas

In a related request, the Debtors seek the Court's authority to
assume and assign about 48 executory contracts to Noble Americas
pursuant to the Noble Americas APA.  A schedule of the Additional
Assumed Contracts and their proposed cure amounts is available
for free at:

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

In light of the approval of the sale to Noble Americas, SemFuel
no longer needs the Additional Assumed Contracts, the Debtors
note.  Moreover, the Debtors point out that the assumption and
assignment of the Additional Assumed Contracts will allow SemFuel
to avoid potentially sizable rejection claims from the
counterparties to the Additional Assumed Contracts.  Absent
assumption and assignment or rejection of the Additional Assumed
Contracts, SemFuel will be forced to bear the burdens of the
Additional Assumed Contracts without receiving any of their
attendant benefits, the Debtors maintain.

In light of the September 30, 2009 closing deadline, the Debtors
further ask the Court that any order granting the Assumption
Motion be effective immediately by providing that a 10-day stay
is inapplicable.

Judge Shannon will consider the Assumption Motion on September 9,
2009.  Objections to the Assumption Motion, including cure amount
objections are due September 1.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SENTINEL LTD: S&P Downgrades Series 2 Ratings to 'D'
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Sentinel
Ltd.'s series 2 and Tribune Ltd.'s series 42 and 47 to 'D' from
'CCC-'.  The ratings were previously on CreditWatch with negative
implications.  S&P withdrew the ratings after the downgrades
because the note balances have been reduced to zero.

The downgrades follow a number of recent write-downs of underlying
reference entities, which have caused the classes to incur full
principal losses.

                           Rating Actions

                                           Rating
                                           ------
  Deal                    Class      To   Interim  From
  ----                    -----      --   -------  ----
Sentinel Ltd. Series 2    Tranche    NR   D        CCC-/Watch Neg
Tribune Ltd. Series 42    Tranche A  NR   D        CCC-/Watch Neg
Tribune Ltd. Series 47    Notes      NR   D        CCC-/Watch Neg

                          NR - Not rated.


SEQUOIA COMM: To Close After Failing to Raise Additional Capital
----------------------------------------------------------------
A Sequoia Communications Inc. investor said that the Company has
failed to raise additional venture capital and will be closing,
Timothy Hay posted at The Wall Street Journal blog, Venture
Capital Dispatch.

VentureWire says that Sequoia had raised $64 million from nine
venture firms over several rounds beginning in 2001.

Sequoia felt the pinch from economic slowdown, competition from
name-brand tech companies, and the difficulty of keeping the
company's components in compliance with the rules and protocols of
numerous overseas markets, Venture Capital states, citing Tallwood
Venture Capital general partner Luis Arzubi.  Tallwood, says the
report, participated in three funding rounds for Sequoia.

"The Company was running behind its original schedule.  Venture
capitalists are very cautious, and afraid of throwing good money
after bad," Venture Capital quoted Mr. Arzubi as saying.

According to Venture Capital, Mr. Arzubi said that Sequoia was a
year away from breaking even when investors pulled the plug.

The Brenner Group executive vice president John Heath said in an
email that Sequoia has retained his company to manage the wind
down and to hold an auction in the fall for the Company's assets,
Venture Capital reports.

Sequoia Communications Inc. develops components for mobile phones.


SIX FLAGS: Former VP Wants Pension Plans Protected
--------------------------------------------------
Jim Prager, Six Flags, Inc.'s former vice president, filed a
letter, dated August 11, 2009, with the U.S. Trustee regarding
the status of the retirees' pension plan.

Mr. Prager said Six Flags has failed to provide information
regarding how the assets and liabilities of the pension plan are
reflected on its financial statements, has failed to quantify in
dollar terms its liability to the pension plan and its 2009
contributions, has failed to identify the individuals who serve
as the fiduciaries and committee members for the pension, and has
failed to indicate the assumptions used in actuarial valuation of
plan assets and liabilities.

Mr. Prager added in his letter that because obtaining reasonable
pension plan information has proven difficult, he asked the U.S.
Trustee to establish a retirees committee in Six Flags'
bankruptcy case.  Mr. Prager said Larry Cochran, former chief
executive officer of Six Flags, and he would be pleased to serve
on the retirees committee.

As former executives of Six Flags, Mr. Prager said he understands
what is required to operate the company successfully.  He said by
cutting expenses, restructuring management, eliminating excessive
executive compensation, relocating the corporate office to a low
cost venue, and disallowing the bonuses and stock incentives
planned for management upon emergence from bankruptcy, the value
of the company can be increased by at least $250-$300 million.

"We'd be willing to come back out of retirement and run it for a
year or two," Mr. Cochran said in an interview with Reuters.
"We're offering this in case the reorganization plan doesn't work
out," said Cochran. "We're trying to protect the pension plan not
just for me but all the guys who put in 20-30 years."

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Operating Report for Quarter Ended June 30
-----------------------------------------------------

                        Six Flags, Inc.
              Consolidated Unaudited Balance Sheets
                      As of June 30, 2009

                            Assets

Cash and cash equivalents                          $128,838,000
Accounts receivable                                  44,566,000
Inventories                                          37,317,000
Prepaid expenses and other current assets            45,116,000
                                                 --------------
Total current assets                                255,837,000

Other assets:
Debt issuance costs                                  13,955,000
Restricted-use investment securities                  2,646,000
Deposits and other assets                            67,850,000
                                                 --------------
Total other assets                                   84,451,000

Property and equipment, at cost                   2,709,515,000
Less accumulated depreciation                     1,152,785,000
                                                 --------------
Total property and equipment                      1,556,730,000

Intangible assets, net                            1,060,005,000
                                                 --------------
Total assets                                     $2,957,023,000
                                                 ==============

                Liabilities and Stockholders' Deficit

Liabilities not subject to compromise:
Current liabilities:
Accounts payable                                    $22,425,000
Accrued compensation, payroll taxes and benefits     22,888,000
Accrued insurance reserves                           12,850,000
Accrued interest payable                              6,937,000
Other accrued liabilities                            23,946,000
Deferred income                                      62,727,000
Liabilities from discontinued operations              1,400,000
Current portion of long-term debt                   295,488,000
                                                   ------------
Total current liabilities not subject               448,661,000
to compromise

Long-term debt                                      858,487,000
Liabilities from discounted operations                6,450,000
Other long-term liabilities                          76,977,000
Deferred income taxes                               116,238,000
                                                   ------------
Total liabilities not subject                     1,506,813,000
to compromise

Liabilities subject to compromise                 1,399,372,000
                                                 --------------
Total liabilities                                 2,906,185,000

Redeemable non-controlling interest                 373,469,000
Mandatory redeemable preferred stock                313,311,000

Stockholders deficit:
Preferred stock                                               -
Common stock                                          2,444,000
Capital excess of par value                       1,492,935,000
Accumulated deficit                              (2,081,885,000)
Accumulated other comprehensive loss                (49,436,000)
                                                 --------------
Total stockholders' deficit                        (635,942,000)

Total liabilities stockholders' deficit          $2,957,023,000
                                                 ==============

                        Six Flags, Inc.
    Unaudited Condensed consolidated Statements of Operations
                  Six Months Ended June 30, 2009

Revenue:
Theme park admissions                              $185,892,000
Theme park food, merchandise and other              149,001,000
Sponsorship, licensing and other fees                19,085,000
                                                   ------------
Total revenue                                       353,978,000

Operating costs and expenses:
Operating expenses                                  202,552,000
Selling, general and administrative                 113,100,000
Costs of products sold                               31,233,000
Depreciation                                         70,260,000
Amortization                                            458,000
Loss (gain) on disposal of assets                     6,540,000
                                                    -----------
Total operating costs and expenses                  424,143,000
Income from operations                              (70,165,000)
Other income (expense):
Interest expense                                    (74,996,000)
Interest income                                         539,000
Equity in operations of partnerships                    649,000
Net gain on debt extinguishment                               -
Other income (expense)                              (17,944,000)
                                                   ------------
Total other income (expense)                        (91,752,000)

Income (loss) from continuing operations
before reorganization items, income taxes
and discontinued operations                       (161,917,000)
Reorganization items                                (78,725,000)
                                                   ------------
Income (loss) from continuing operations
before discontinued operations                    (240,642,000)
Income tax benefit (expense)                          3,164,000
                                                   ------------
Income (loss) from continuing operations
before discontinued operations                    (237,478,000)
Discontinued operations                              (1,964,000)
                                                   ------------
Net income (loss)                                 ($239,442,000)
                                                  =============

                        Six Flags, Inc.
Unaudited Consolidated Statement of Comprehensive Income
                Three Months Ended June 30, 2009

Net income (loss)                                 ($239,442,000)
Other comprehensive income (loss):
Foreign currency translation adjustments              5,511,000
Defined benefit retirement plan                       3,745,000
Change in cash flow hedging                          (2,234,000)

                                                  -------------
Comprehensive income (loss)                        (232,420,000)

Comprehensive income attributable to
non-controlling interests                          (17,356,000)
                                                  -------------
Comprehensive income (loss) attributable to
Six Flags, Inc.                                  ($249,956,000)
                                                  =============

                        Six Flags, Inc.
   Unaudited Condensed Consolidated Statements of Cash Flows
                 Six Months Ended June 30, 2009

Net loss                                          ($239,442,000)
Adjustments to reconcile net loss
to net cash used in operating activities
before reorganization items:
Depreciation and amortization                        70,718,000
Stock-based compensation                              1,441,000
Interest accretion on notes payable                   2,785,000
Net gain on debt extinguishment                               -
Reorganization items, net                            78,725,000
Gain (loss) on discontinued operations                 (280,000)
Amortization of debt issuance costs                   2,567,000
Other including loss on disposal of assets           15,463,000
Increase in accounts receivable                     (25,925,000)
Increase in inventories, prepaid expenses
and other current assets                           (15,883,000)
(Increase) decrease in deposits
and other assets                                    (1,680,000)
Increase in accounts payable, deferred income,
accrued liabilities and other long-term
liabilities                                         75,662,000
Increase (decrease) in accrued interest payable      13,856,000
Deferred income tax benefit                          (5,867,000)
                                                   ------------
Total adjustments                                   211,582,000

Net cash used in operating activities
before reorganization activities                   (27,860,000)

Cash flow from reorganization activities:
Cash used in reorganization activities              (10,840,000)
                                                   ------------
Total net cash used in operating activities         (38,700,000)

Cash flow from investing activities:
Additions to property and equipment                 (69,047,000)
Property insurance recovery                           2,133,000
Maturities of restricted investments                 15,274,000
Purchase of restricted-use investments               (1,859,000)
Gross proceeds from sale of assets                      387,000
                                                    -----------
Net cash used in investing activities               (53,112,000)

Cash flow from financing activities:
Repayment of borrowings                              (4,156,000)
Proceeds from borrowings                             73,007,000
Purchase of redeemable minority interests           (58,461,000)
Payment of debt issuance costs                         (489,000)
                                                    -----------
Net cash provided by financing activities             9,901,000
Effect of exchange rate changes on cash                 417,000
Increase (decrease) in cash and cash equivalents    (81,494,000)
Cash and cash equivalents at beginning of year      210,332,000
                                                   ------------
Cash and cash equivalents at end of period         $128,838,000
                                                   ============

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Premier International's Schedules of Assets & Debts
--------------------------------------------------------------
A.   Real Property                                          $0

B.   Personal Property
B.1  Cash on hand - Petty Cash                               0

B.2  Bank Accounts                                           -

B.3  Security deposits
       Warner Brothers (Mexico Park) - Merchandise
          Royalties                                  1,794,960

B.9  Interests in insurance policies                         0

B.12 Interests in IRA, ERISA, Koegh, or other
    pension or profit sharing plans
    Deferred Trust Assets in Company's Deferred
    Compensation plan                                       0

B.13 Stock and interests in incorporated and
    unincorporated business                                 0

B.16 Accounts Receivable
       Intercompany
          Six Flags Mexico, Reino Aventura SA
             de C.V.                               31,388,703
          Six Flags Theme Parks, Inc.             284,235,042
       Intercompany Note
          Six Flags, Inc.                         181,224,027

B.23 Licenses
       Warner Brothers License                      9,230,000

    TOTAL SCHEDULED ASSETS                       $507,872,732
    =========================================================

C.   Property Claimed as Exempt                            $0

D.   Creditors Holding Secured Claims
       Citibank, NA                                19,992,250
       JP Morgan Chase as Admin Agent           1,109,185,000

E.   Creditors Holding Unsecured Priority Claims
       Sales and use tax authorities                        -

F.   Creditors Holding Unsecured Non-priority Claims:
       Bank of New York Mellon                              0
       HSBC Bank USA, NA                                    0
       Six Flags Operations, Inc.                           0
       Time Warner-SF-LLC                                   0

    TOTAL SCHEDULED LIABILITIES                $1,129,177,250
    =========================================================

d Investors, Inc., with the U.S.
Securities and Exchange Commission is available for free at:

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

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Premier International's Statement of Fin'l Affairs
-------------------------------------------------------------
Premier International Holdings, Inc., reports that during the two
years immediately preceding the Petition Date, it received income
from gross sales from operations, excluding intercompany
operations:

Amount              Date
------              ----
($270,000)           Jan. 1, 2009 - June 12, 2009
($600,000)           2008
($600,000)           2007

According to James Coughlin, Premier International's general
counsel, during the two years immediately preceding the Petition
Date, Premier International received $107,587,547 as income from
sources other than the operation of its business.

Mr. Coughlin reports that within two years immediately preceding
the Petition Date, Premier International's books of accounts and
records were kept and supervised by:

  Name                     Position       Date
  ----                     --------       ----
  Kyle Bradshaw            SVP Finance    Sept. 2006 to present
  Lenny Russ               Controller     Aug. 2005 to present
  Jeff Speed               CFO/EVP        Feb. 2006 to present

d Investors, Inc., with the U.S.
Securities and Exchange Commission is available for free at:

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

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Schedules of Assets and Liabilities
----------------------------------------------
A.   Real Property                                           $0

B.   Personal Property

B.1  Cash on hand - Petty Cash                              500

B.2  Bank Accounts
       Bank of New York                                  11,239
       Crawford & Company                                15,000
       JP Morgan Chase - Operations/Customs               6,262
       JP Morgan Chase - Checking                             0

B.3  Security deposits with public utilities,
    telephone companies, landlords, and others          688,461

B.9  Interests in insurance policies                          0

B.12 Interests in IRA, ERISA, Koegh, or other
    pension or profit sharing plans
    Deferred Trust Assets in Company's Deferred
    Compensation plan                                         0

B.13 Stock and interests in incorporated and
    unincorporated business                                   0

B.16 Accounts Receivable
       Intercompany
          PP Data Services, Inc.                        750,260
          SFOT and SFOG Acquisition Companies        42,347,010
          Six Flags Over Georgia II, LP               2,605,276
          Texas Flags, Ltd.                           2,786,233

B.18 Other liquidated debts owed to debtor
    including tax refunds                                     -

B.23 Licenses
       Warmer-Blank Library                              10,750

B.25 Automobiles                                              -

B.28 Office equipment, furnishings, and supplies
       Furniture and Fixtures New York                  303,882

B.29 Machinery
       CIP Equipment New York                            44,300
       Equipment Signs, Tarps, New York                 531,748

B.30 Inventory                                                -

B.35 Other personal property not already listed
       Leasehold Improvements, New York                  61,354

    TOTAL SCHEDULED ASSETS                          $50,162,275
    ===========================================================

C.   Property Claimed as Exempt                              $0

D.   Creditors Holding Secured Claims
       Papa John's                                      371,650
       Time Warner Entertainment                         11,240

E.   Creditors Holding Unsecured Priority Claims
       Sales and use tax authorities                          -

F.   Creditors Holding Unsecured Non-priority Claims:
       Bank of New York Mellon                      898,173,462
       HSBC Bank USA, NA                            420,008,334
       Six Flags Operations, Inc.                    27,852,504
       Time Warner-SF-LLC                            10,000,000

    TOTAL SCHEDULED LIABILITIES                  $1,356,417,190
    ===========================================================

d Investors, Inc., with the U.S.
Securities and Exchange Commission is available for free at:

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

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Statement of Financial Affairs
-----------------------------------------
Six Flags, Inc. reports that during the two years immediately
preceding the Petition Date, it received income from gross sales
from
operations, excluding intercompany operations:

Amount              Date
------              ----
($3,923,741)         Jan. 1 - June 12, 2009
($12,224,351)        2008
($13,533,875)        2007

According to James Coughlin, general counsel for Six Flags Inc.,
during the two years immediately preceding the Petition Date, SFI
received $119,409,205 as income from sources other than the
operation of its business.

Within 90 days immediately preceding the Petition Date, SFI paid
$29,728,277 to 42 creditors on account of property, the value of
which are not less than $5,475.  A schedule of the prepetition
payments is available for free at:

   http://bankrupt.com/misc/SixF_sofa_90-daycreditors.pdf

Within one year immediately preceding the Petition Date, SFI made
payments to creditors who are insiders, but SFI intentionally
redacted the page containing the list of its creditor-insiders,
intending to keep the list out of public view for confidentiality
reasons.

Within one year immediately preceding the Petition Date, SFI was
or is a party to more than 40 suits and administrative
proceedings.  A list of the prepetition lawsuits is available for
free at http://bankrupt.com/misc/SixF_sofa_cases09.pdf

According to Mr. Coughlin, within one year immediately preceding
the Petition Date, SFI gave gifts or donations to charitable
institutions.  A list of those donations is available for free
at http://bankrupt.com/misc/SixF_sofa_donations09.pdf

SFI also has made payments for consultation concerning debt
consolidation, relief under bankruptcy law or preparation in
bankruptcy within one year immediately preceding the Petition
Date.  The list of SFI's payees is available for free at:

      http://bankrupt.com/misc/SixF_sofa_counselfees09.pdf

Mr. Coughlin reports that within two years immediately preceding
the Petition Date, SFI's books of accounts and records were kept
and supervised by:

  Name              Position       Date
  ----              --------       ----
  Kyle Bradshaw     SVP Finance    Sept. 2006 to present
  Lenny Russ        Controller     Aug. 2005 to present
  Jeff Speed        CFO/EVP        Feb. 2006 to present

Within two years immediately preceding the Petition Date, SFI's
books and records were audited by KMPG LLP.

These officers or directors own, control, or hold 5% or more of
the voting securities of SFI:

  Direct Ownership
  ----------------
  Six Flags, Inc.                 Sole Shareholder

  Indirect Ownership
  ------------------
  Barclays PLC                    Shareholder
  Citigroup Inc.                  Shareholder
  Renaissance Technologies LLC    Shareholder

  Directors
  ---------
  Mark Shapiro                    Director & CEO
  Charles Elliot Andrews          Director
  Daniel M. Snyder                Director
  Dwight Schar                    Director
  Harvey Weinstein                Director
  Mark Jennings                   Director
  Perry Rogers                    Director
  Robert Mcguire                  Director

  Officers
  --------
  Mark Shapiro                    President and CEO
  Andrew Schleimer                EVP-Strategic Development
  Angelina Veira Barocas          SVP-Entertaining & Marketing
  Bob Chesterman                  VP-Park Strategy & Mgt.
  Dan Weinberg                    VP-Entertainment
  Danielle J. Bemthal             AVP-and Asst. Secretary
  Dave Mckilips                   VP-Corporate Alliances
  Fred Christenson                VP-Aquatic Operations
  Harold Rick Goff                VP-Operations
  Jeff Portugal                   VP-Corporate Alliances
  Jeffrey R. Speed                EVP and CFO

A list of SFI's Directors and Officers is available for free
at http://bankrupt.com/misc/SixF_sofa_corporate09.pdf

d Investors, Inc., with the U.S.
Securities and Exchange Commission is available for free at:

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

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIMMONS CO: Swings to $8.9MM Net Loss for First Half 2009
---------------------------------------------------------
Simmons Company on August 21, 2009, filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q.  The
Company swung to a net loss of $8.98 million for the six months
ended June 27, 2009, from net income of $3.69 million for the six
months ended June 28, 2008.  The Company posted a net loss of
$5.76 million for the three months ended June 30, 2009, from net
income of $1.18 million for the three months ended June 28, 2008.

As of June 27, 2009, the Company had $895.9 million in total
assets and $1.26 million in total liabilities, resulting in
stockholder's deficit of $367.5 million.

As of June 27, 2009, the Company had $67.3 million of cash and
cash equivalents and less than $100,000 of availability to borrow
additional amounts from its revolving loan under Simmons Bedding's
senior credit facility.  The Company's outstanding borrowings
consisted of Simmons Bedding's senior credit facility of
$529.5 million, Simmons Bedding's $200.0 million 7.875% senior
subordinated notes, Simmons Bedding's other debt of $13.4 million,
and Holding's $257.0 million 10.0% senior discount notes.

Since September 27, 2008, Simmons Bedding has not been in
compliance with certain covenants of its $540.0 million senior
credit facility.  After being unable to obtain a waiver or an
amendment from its senior lenders to its senior credit facility,
Simmons Bedding entered into an initial and subsequent forbearance
agreement with a majority of its senior lenders pursuant to which
the senior lenders agreed to refrain from enforcing their
respective rights and remedies under the senior credit facility
through March 31, 2009, subject to earlier termination in some
circumstances.  Simmons Bedding entered into amendments to the
forbearance agreement with its senior lenders on March 25, 2009,
May 27, 2009, June 30, 2009, and August 14, 2009, whereby the
senior lenders extended their forbearance period through May 31,
2009, June 30, 2009, August 14, 2009, and August 31, 2009,
respectively.

On January 15, 2009, and July 15, 2009, Simmons Bedding did not
make its scheduled interest payments due on its Subordinated Notes
resulting in defaults under the indenture governing the
Subordinated Notes.  On February 14, the default associated with
the failure to pay the interest due on January 15 matured into an
event of default, which gave the holders of the Subordinated Notes
the right to declare the full amount of the Subordinated Notes
immediately due and payable.  On February 4, Simmons Bedding and a
majority of the outstanding Subordinated Notes holders entered
into a forbearance agreement, pursuant to which such noteholders
agreed to refrain from enforcing their respective rights and
remedies under the Subordinated Notes and the related indenture
through March 31, 2009.  Simmons Bedding entered into amendments
to the forbearance agreement with a majority of the Subordinated
Notes holders on March 25, 2009, May 27, 2009, June 30, 2009, and
August 14, 2009, whereby the noteholders extended their
forbearance period through May 31, 2009, June 30, 2009, August 14,
2009, and August 31, 2009, respectively.

Pursuant to the terms of the forbearance agreement, the
noteholders party to the forbearance agreement have the obligation
to take any actions that are necessary to prevent an acceleration
of the payments due under the Subordinated Notes during the
forbearance period.  Because the noteholders party to the
forbearance agreement represents a majority of the Subordinated
Notes, they have the power under the indenture to rescind any
acceleration of the Subordinated Notes by either the trustee or
the minority holders of the Subordinated Notes.

As a condition to the forbearance agreement with Simmons Bedding's
senior lenders, the Company initiated a restructuring process in
December 2008.  A special committee of independent directors was
formed by the board of directors on January 23, 2009, to evaluate
and oversee proposals for restructuring the Company's debt
obligations, including seeking additional debt or equity capital
and evaluating various strategic alternatives, including a
possible sale of Simmons Bedding, Bedding Holdco, Holdings,
Bedding Superholdco or any of our affiliates or assets.  There can
be no assurance that the Company will be successful in
implementing a restructuring or any other strategic alternatives.

If the Company is unable to successfully complete a restructuring,
comply with the terms of the forbearance agreements, or extend the
forbearance periods as needed to successfully complete a
restructuring, Simmons Bedding's payment obligations under the
senior credit facility and the Subordinated Notes may be
accelerated.  If there is an acceleration of payments or default
under the senior credit facility or Subordinated Notes, then
Holdings would be in default under its Discount Notes and Bedding
Superholdco would be in default under its $300.0 million senior
unsecured loan Toggle Loan.  The Company would not have the
ability to repay any amounts accelerated under its various debt
obligations without obtaining additional equity or debt financing.
An acceleration of payments or default could result in a voluntary
filing of bankruptcy by, or the filing of an involuntary petition
for bankruptcy against, Simmons Bedding, Bedding Holdco, Holdings,
Bedding Superholdco or any of their affiliates.  Due to the
possibility of such circumstances occurring, the Company is
seeking a negotiated restructuring, including a restructuring of
its debt obligations or sale of Simmons Bedding, Bedding Holdco,
Holdings, Bedding Superholdco or any of their affiliates or
assets, which could occur pursuant to a pre-packaged, pre-arranged
or voluntary bankruptcy filing.  Any bankruptcy filing could have
a material adverse effect on the Company's business, financial
condition, liquidity and results of operations.  The
considerations above raise substantial doubt about the Company's
ability to continue as a going concern.

The Company incurred restructuring expenses in the quarter and
six months ended June 27, 2009 aggregating $6.6 million and
$13.9 million, respectively.

                   About Simmons Bedding Company

Atlanta-based Simmons Bedding Company -- http://www.simmons.com/
-- is one of the world's largest mattress manufacturers,
manufacturing and marketing a broad range of products including
Beautyrest(R), Beautyrest Black(R), Beautyrest Studio(TM),
BeautySleep(R), ComforPedic by Simmons(TM), Natural Care(R) and
Beautyrest Beginnings(TM). Simmons Bedding operates 19
conventional bedding manufacturing facilities and two juvenile
bedding manufacturing facilities across the United States, Canada
and Puerto Rico.  Simmons Bedding also serves as a key supplier of
beds to many of the world's leading hotel groups and resort
properties.


SINCLAIR BROADCAST: Has Tentative Deal with Noteholders Group
-------------------------------------------------------------
Sinclair Broadcast Group, Inc., and its advisors met on August 10,
2009, with members of the ad hoc committee formed by certain
holders of its 3.0% and 4.875% Convertible Senior Notes and with
their advisors.  The Committee consists of holders of roughly 50%
of the outstanding principal amount of the Convertible Notes.  The
holders of the 3.0% and 4.875% Convertible Notes are entitled to
require the Company to repurchase the Convertible Notes at 100% of
their principal amount in May 2010 and January 2011, respectively.
Roughly $294.3 million of the 3.0% Convertible Notes and
$143.5 million of the 4.875% Convertible Notes are currently
outstanding.

At the meeting, the Company and the Committee reached a tentative
agreement in principle with respect to the Convertible Notes.

Pursuant to that agreement in principle, the Company's wholly
owned subsidiary, Sinclair Television Group, would complete a
private placement of debt securities.  The new debt securities
would mature in 2014, be guaranteed by the Company and certain of
the Company's subsidiaries, and be secured by a second lien on the
assets securing the loans under STG's senior secured bank credit
facility.  The Second Lien Notes would bear interest at an annual
rate of 12%, increasing by 0.25% each six months, of which at
least 8% would be paid in cash and the remainder could be paid in
additional Second Lien Notes, subject to a fixed charge coverage
test.  STG may redeem the Second Lien Notes at these call
schedules:

     -- 101.50% in the first 6 months

     -- 101% in the next 6 months or through November 30, 2010,
        whichever is later

     -- 112% in the next 12 months

     -- 106% in the next 12 months

     -- 103% in the next 12 months and thereafter at 100%

In addition to customary closing conditions, the private placement
of Second Lien Notes would be conditioned on obtaining an
amendment to the Bank Credit Facility to permit this transaction.

The proceeds from the private placement of Second Lien Notes are
intended to be used to repurchase the Convertible Notes in cash
tender offers.  Pursuant to the agreement in principle, and upon
the terms and subject to the conditions of the tender offers, any
3.0% Convertible Notes validly tendered and not validly withdrawn
would be purchased at a purchase price of $935 per $1,000 in
principal amount and any 4.875% Convertible Notes validly tendered
and not validly withdrawn would be purchased at a purchase price
of $900 per $1,000 in principal amount.  Tendering holders would
also receive accrued and unpaid interest from the last interest
payment date to the settlement date. The tender offers would be
conditioned on, among other things, receipt of sufficient proceeds
from the private placement of Second Lien Notes to fund the cash
tender offers and at least 95% participation by holders of each of
the 3.0% and 4.875% Convertible Notes.

                      Second Quarter Results

On August 7, 2009, Sinclair Broadcast filed with the Securities
and Exchange Commission its quarterly report on Form 10-Q.  The
Company swung to a net loss of $84.6 million for the six months
ended June 30, 2009, from net income of $26.2 million for the same
period in the prior year.  The Company reported lower net income
of $2.58 million for the three months ended June 330, 2009, from
$11.2 million for the same period a year ago.

As of June 30, 2009, the Company had $1.60 billion in total assets
and $1.75 billion in total liabilities.

In its Form 10-Q report, the Company warned that it has a
substantial amount of debt which the holders may require the
Company to repurchase within the next 18 months.  Of the
$1.31 billion of total debt outstanding as of June 30, 2009,
$286.8 million relates to the Company's 3.0% Notes, face value of
$294.3 million offset by $7.5 million of discount and its 4.875%
Notes, face value of $143.5 million which the holders thereof may
require the Company to repurchase for cash at a price equal to
100% of the principal amount, plus accrued and unpaid interest on
May 15, 2010, and January 15, 2011, respectively.

"At our current stock trading price levels, it is highly probable
that the holders of these notes will exercise their put option.
If we are required to repurchase our 3.0% Notes and 4.875% Notes,
we do not have the cash necessary to meet our repurchase
obligations," the Company said.

The Company noted its discussions with certain of the holders of
the 3.0% Notes and 4.875% Notes regarding the restructuring of the
notes.  The Company added it may seek access to capital markets to
secure debt and equity financing.  "The timing, terms, size and
pricing of any restructured debt or new debt and equity financing
will depend on investor interest and market conditions and there
can be no assurance that we will be able to obtain any such
financings.  As a result, we may not be able to refinance or
retire these notes on the put dates.  The inability to
successfully restructure, refinance or retire these notes upon a
put will have a material negative impact on our operating results,
the value of our securities and our financial condition.  Under
such circumstances, or if we believe such circumstances are likely
to occur, we may consider or pursue various forms of negotiated
restructurings and deleveraging of our debt and equity obligations
and/or asset sales, which may be required to occur under court
supervision pursuant to a voluntary bankruptcy filing under
Chapter 11 of the U.S. Bankruptcy Code.  In addition, under
certain circumstances, creditors may file an involuntary petition
for bankruptcy against us.  Due to the possibility of such
circumstances occurring, we have begun planning for such potential
restructurings."

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?42d0

In a news statement on August 5 announcing its financial results,
the Company said net broadcast revenues from continuing operations
were $133.0 million for the three months ended June 30, 2009, a
decrease of 18.8% versus the prior year period result of
$163.7 million.  The Company had operating income of $25.8 million
in the three-month period, as compared to operating income of
$43.3 million in the prior year period.  The Company had net
income attributable to the parent company of $2.8 million in the
three-month period versus net income attributable to the parent
company of $11.8 million in the prior year period.  The Company
reported diluted earnings per common share of $0.04 for the three-
month period versus diluted earnings per common share of $0.13 in
the prior year period.

Net broadcast revenues from continuing operations were
$264.3 million for the six months ended June 30, 2009, a decrease
of 18.6% versus the prior year period result of $324.6 million.
The Company had an operating loss of $80.9 million in the six-
month period versus the prior year period operating income of
$89.5 million.  The Company had a net loss attributable to the
parent company of $82.9 million in the six-month period versus net
income attributable to the parent company of $26.8 million in the
prior year period. The Company had a diluted loss per common share
of $1.03 in the six-month period versus diluted earnings per
common share of $0.31 in the prior year period.

David Smith, President and CEO of Sinclair, stated, "In a normal
economic environment, we would typically generate some of our
highest advertising revenues for the year in the second quarter.
However, this was not the case this year.  Second quarter time
sales of $109.8 million were about $1.0 million lower than the
first quarter, an indication that Sinclair continues to be
adversely affected by the economic recession.  Despite this, we
still outperformed the industry, based on third party data, a sign
that our sales force continues to aggressively work accounts.  On
the expense side, we have been working with our station management
to find areas where we can cut costs and create efficiencies for
the longer-term."

                             Outlook

"While we have not revised our third quarter 2009 net broadcast
revenue estimate from what was publicly provided July 10th, the
current lack of demand for inventory has caused us to believe that
our prior fourth quarter net broadcast revenue estimate is
aggressive and represents the high end of what we could achieve,"
commented David Amy, EVP and CFO.  "Based on current pacings, we
believe that the fourth quarter net broadcast revenues will more
realistically come in at roughly $135.5 million.  Additionally,
without any real improvement in the broader economic data or
consumer confidence, we still believe that advertising-based
businesses will not begin to recover until the second half of
2010."

The Company expects third quarter 2009 station net broadcast
revenues from continuing operations, before barter, to be roughly
$126.6 million, a 15.7% decline as compared to third quarter 2008
station net broadcast revenues of $150.1 million.  This assumes
the absence of $8.3 million in incremental political revenues as
compared to third quarter 2008.  For the fourth quarter 2009, it
estimates net broadcast revenues of $135.5 million to
$139.7 million, a 15.0% to 17.6% decline as compared to fourth
quarter 2008 net broadcast revenues of $164.4 million.  This
includes $800 thousand of political revenues as compared to
$25.6 million in fourth quarter 2008.  For the full year, the
Company is estimating net broadcast revenues of $526.4 million to
$530.6 million, down 17.0% to 17.6% to 2008 net broadcast revenues
of $639.2 million.  The 2009 full year estimate includes
$2.1 million of political revenues versus $41.1 million in 2008.

The Company expects barter revenue and barter expense each to be
roughly $12.0 million in the third quarter.

The Company expects continuing operations station production
expenses and station selling, general and administrative expenses,
before barter expense, in the third quarter to be roughly
$64.7 million, an 11.1% decrease from third quarter 2008
television expenses of $72.8 million.  On a full year basis,
television expenses are expected to be roughly $265.1 million,
down 10.2% as compared to 2008 television expenses of
$295.1 million.  The 2009 television expense forecast includes
$100,000 of stock-based compensation expense for the quarter and
$200,000 for the year, as compared to the 2008 actuals of $500,000
and $1.8 million for the quarter and year, respectively.

The Company expects program contract amortization expense to be
roughly $18.9 million in the third quarter and $75.6 million for
2009, as compared to the 2008 actuals of $21.7 million and
$84.4 million for the quarter and year, respectively.

The Company expects program contract payments to be roughly
$18.2 million in the third quarter and $82.2 million for 2009, as
compared to the 2008 actuals of $19.8 million and $82.3 million
for the quarter and year, respectively.

The Company expects corporate overhead to be roughly $6.4 million
in the third quarter and $25.2 million for 2009, as compared to
the 2008 actuals of $5.9 million and $26.3 million for the quarter
and year, respectively.  The 2009 corporate expense forecast
includes $200,000 of stock-based compensation expense for the
quarter and $700,000 for the year, as compared to the 2008 actuals
of $300,000 and $4.3 million for the quarter and year,
respectively.

The Company expects other operating division revenues less other
operating division expenses to be $1.1 million of income in the
third quarter and $1.0 million of income for 2009, assuming
current equity interests, and as compared to the 2008 actuals of
$100,000 of income and a $4.6 million loss for the quarter and
year, respectively.

The Company expects depreciation on property and equipment to be
roughly $10.5 million in the third quarter and $43.4 million for
2009, assuming the capital expenditure assumptions below, and as
compared to the 2008 actuals of $11.7 million and $44.8 million
for the quarter and year, respectively.

The Company expects amortization of acquired intangibles to be
roughly $4.6 million in the third quarter and $20.7 million for
2009, as compared to the 2008 actuals of $4.6 million and
$18.3 million for the quarter and year, respectively.

The Company expects net interest expense to be roughly
$17.9 million in the third quarter and $72.0 million for 2009,
assuming no changes in the current interest rate yield curve,
changes in debt levels based on the assumptions discussed in this
"Outlook" section, and no restructuring of current debt balances.
This compares to the 2008 actuals of $21.3 million and
$86.9 million for the quarter and year, respectively.

The Company expects a current tax provision from continuing
operations of roughly $100,000 and $200,000 in the third quarter
and full year 2009, respectively.

The Company expects to spend roughly $7.4 million in capital
expenditures in the third quarter and roughly $15.0 million in
2009, as compared to the 2008 actuals of $7.1 million and
$25.2 million for the quarter and year, respectively.

                     About Sinclair Broadcast

Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) --
http://www.sbgi.net/-- owns and operates, programs or provides
sales services to 58 television stations in 35 markets.
Sinclair's television group reaches roughly 22% of U.S. television
households and is affiliated with all major networks.  Sinclair
owns equity interests in various non-broadcast related companies.


SONIC AUTOMOTIVE: Conversion Price of Series A Notes Reduced
------------------------------------------------------------
Sonic Automotive, Inc., reports that on August 19, 2009, at a
special stockholders' meeting, its stockholders approved the
reduction in the conversion price of its 6.00% Senior Secured
Convertible Notes due 2012, Series A to $4.00 per share -- that
is, a conversion rate of 250 shares per $1,000 principal amount of
Series A Notes -- subject to further reduction for certain events
as set forth in the indenture governing the Series A Notes.

As reported by the Troubled Company Reporter on August 14, 2009,
Sonic Automotive filed with the Securities and Exchange Commission
on August 7 and 10, amendments to its registration statement on
Form S-3.  The amendments were filed to delay the effective date
of the registration statement until Sonic files "a further
amendment which specifically states that this registration
statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until
the registration statement shall become effective on such date as
the SEC, acting pursuant to said Section 8(a), may determine."

Sonic said certain securityholders may offer and sell $85,627,000
aggregate principal amount of the Company's 6.00% Senior Secured
Convertible Notes due 2012, Series A, accompanied by the
guarantees thereof by certain of Sonic's subsidiaries, 21,406,750
shares of Sonic's Class A common stock issuable upon conversion
thereof and 1,348,519 additional shares of Sonic's Class A common
stock offered by them from time to time.

Sonic registered the offer and sale of the Notes and shares of
Class A common stock to satisfy contractual obligations entered
into in connection with transactions exempt from the registration
requirements of the Securities Act of 1933, as amended.  The Notes
bear interest at 6.00% per year and mature on May 15, 2012, unless
earlier converted, redeemed or repurchased by the Company.  Sonic
will pay interest on the Notes on May 1 and November 1 of each
year, beginning on November 1, 2009.  The Notes are secured by a
second priority lien on substantially all of Sonic's assets that
secure its credit agreement dated February 17, 2006, on a first
priority basis.

Holders of the Notes may convert them into shares of Class A
common stock at any time on or after August 25, 2011.  The
conversion rate for the Notes is initially 73.58 shares of Class A
common stock per $1,000 principal amount of Notes, or $13.59 per
share.  As required by the indenture governing the Notes, Sonic is
seeking stockholder approval of an increase in the conversion rate
to 250 shares of Class A common stock per $1,000 principal amount
of Notes, or $4.00 per share, subject to further adjustment upon
certain events as set forth in the indenture governing the Notes.
Sonic anticipates the increase in the conversion rate will be
approved at an upcoming special meeting of stockholders because
holders of a majority of the voting power of its outstanding
common stock, including O. Bruton Smith and his affiliates, have
indicated their intention to vote in favor of this proposed
increase.

Sonic may redeem the Notes at any time prior to May 1, 2010, at a
redemption price equal to 100% of the principal amount of the
Notes to be redeemed, from May 1, 2010, to April 30, 2011, at a
redemption price equal to 106% of the principal amount of the
Notes to be redeemed, and at any time thereafter at a redemption
price equal to 112% of the principal amount of the Notes to be
redeemed, in each case including accrued and unpaid interest.

The Notes and the shares of Class A common stock may be offered by
selling securityholders through public or private transactions at
fixed prices, at prevailing market prices at the time of sale, at
varying prices determined at the time of sale or at negotiated
prices.  The timing and amount of any sale are within the sole
discretion of the selling securityholder, subject to certain
restrictions.

A full-text copy of Amendment No. 1 filed on August 7 is available
at no charge at http://ResearchArchives.com/t/s?41ad

A full-text copy of Amendment No. 2 filed on August 10 is
available at no charge at http://ResearchArchives.com/t/s?41ae

Amendment No. 2 discusses indemnification provided by the Company
to its directors and officers.

                       About Sonic Automotive

Sonic Automotive, Inc., headquartered in Charlotte, North
Carolina, is one of the largest automotive retailers in the United
States.  As of June 30, 2009, it operated 154 dealership
franchises, representing 31 different brands of cars and light
trucks, at 131 locations and 30 collision repair centers in 15
states.  Its dealerships provide comprehensive services including
sales of both new and used cars and light trucks, sales of
replacement parts, performance of vehicle maintenance,
manufacturer warranty repairs, paint and collision repair
services, and arrangement of extended service contracts,
financing, insurance and other aftermarket products for customers.

                           *     *     *

According to the Troubled Company Reporter on May 25, 2009,
Moody's Investors Service downgraded to Caa1 from B2 the Corporate
Family rating of Sonic Automotive Holdings, Inc., and upgraded the
probability of default rating to Caa1 from Caa3.  The outlook is
negative.


SONIC AUTOMOTIVE: New Fin'l Info Reflects Discontinued Operations
-----------------------------------------------------------------
Sonic Automotive, Inc., filed with the Securities and Exchange
Commission a report reflecting the reclassifications of franchises
between discontinued and continuing operations in accordance with
the provisions of Statement of Financial Accounting Standards No.
144, Accounting for the Impairment or Disposal of Long-Lived
Assets.

The Company also updated certain financial information for the
years ended December 31, 2006, 2007, and 2008 to reflect the
reclassifications of franchises between discontinued and
continuing operations during the second quarter and six-month
period ended June 30, 2009.

During 2008, Sonic completed the disposal of 10 automobile
franchises and as of December 31, 2008, had approved, but not yet
completed, the disposition of 42 additional franchises.  In
accordance with the provisions of SFAS No. 144, the results of
operations of the franchises for the years ended December 31,
2006, 2007, and 2008 were reported as discontinued operations in
Sonic's Annual Report on Form 10-K filed for the year ended
December 31, 2008, and the Current Report on Form 8-K filed
May 28, 2009.

In the first six months of 2009, Sonic added three additional
franchises to assets held for sale, sold one of those franchises
and sold or terminated nine of the 42 franchises held for sale at
December 31, 2008.  In accordance with the provisions of SFAS No.
144, the results of operations of the franchises that were
identified for sale subsequent to December 31, 2008, were removed
from the results of continuing operations and were included in the
results of discontinued operations in Sonic's Quarterly Report of
Form 10-Q for the fiscal quarter ended June 30, 2009.

In addition, as of June 30, 2009, Sonic decided to retain 14
franchises that had previously been identified for disposition as
of December 31, 2008.  In accordance with the provisions of SFAS
No. 144, the results of operations of these franchises were
removed from the results of discontinued operations and included
in the results of continuing operations on Sonic's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2009.
Therefore, as of June 30, 2009, Sonic had 21 franchises classified
as held for sale.

The reclassification has no effect on Sonic's:

     -- reported net income or net income per share;
     -- consolidated balance sheets;
     -- statements of stockholders' equity;
     -- statements of cash flows; or
     -- the discussion of liquidity and capital resources for
        these periods.

A "Statement Regarding Computation of Ratio of Earnings to Fixed
Charges" is available at no charge at:

               http://ResearchArchives.com/t/s?42c9

A full-text copy of the Reclassified financial information for the
years ended December 31, 2006, 2007 and 2008 in accordance with
the provisions of SFAS No. 144 is available at no charge at:

               http://ResearchArchives.com/t/s?42ca

                       About Sonic Automotive

Sonic Automotive, Inc., headquartered in Charlotte, North
Carolina, is one of the largest automotive retailers in the United
States.  As of June 30, 2009, it operated 154 dealership
franchises, representing 31 different brands of cars and light
trucks, at 131 locations and 30 collision repair centers in 15
states.  Its dealerships provide comprehensive services including
sales of both new and used cars and light trucks, sales of
replacement parts, performance of vehicle maintenance,
manufacturer warranty repairs, paint and collision repair
services, and arrangement of extended service contracts,
financing, insurance and other aftermarket products for customers.

                           *     *     *

According to the Troubled Company Reporter on May 25, 2009,
Moody's Investors Service downgraded to Caa1 from B2 the Corporate
Family rating of Sonic Automotive Holdings, Inc., and upgraded the
probability of default rating to Caa1 from Caa3.  The outlook is
negative.


SPARTANS INC: Court Confirms Reorganization Plan
------------------------------------------------
Albert McKeon at Nashuatelegraph.com reports that the U.S.
Bankruptcy Court for the District of New Hampshire has approved
The Spartan Junior Drum and Bugle Corps, Inc.'s reorganization
plan.

Nashuatelegraph.com relates that as part of the Plan, Money
remaining from the $915,000 sale of Spartans Hall to Bank of New
England will help Spartan Junior get out of the red.  The report
says that Bank of New England purchased the building at auction in
July 2009 with an $800,000 bid, but the Plan lists building sale
proceeds at $915,000.

Court documents say that Spartan Junior, with cash already in
Spartan Junior account and the sale of the hall, paid off its
remaining mortgage of $849,000 and $21,200 in interest to Bank of
New England.

According to Nashuatelegraph.com, remaining funds will pay $12,500
in administrative costs, $5,033 to the Internal Revenue Service,
and $8,800 in wages.  Nashuatelegraph.com says that Spartan Junior
had owed $182,015 in unsecured claims, but the Plan cut them to
three payments of $9,100 each.

Spartan Junior's lawyer, Eleanor Dahar, said that the Company will
be regrouping, changing management and undergoing a fundraising
campaign to prepare for a 2010 return, Nahuatelegraph.com states.
"We're now assembling teachers and staff, a new board. We have the
support of the community and mayor's office," the report quoted
Ms. Dahar as saying.

Citing Ms. Dahar, Nashuatelegraph.com says that Spartan Junior
will work out of a temporary home at 491 Amherst St. as it
searches for a permanent home, but the Company will stay in
Nashua.

Spartan Junior, according to court documents, didn't perform this
year to allow for cost savings and restructuring.
Nashuatelegraph.com states that Spartan Junior wants to sign up
members for 2010 at a fee of $1,250 each.

Court documents say that Spartan Junior is also planning a
fundraising -- about $30,000 generated from performances around
the country, $20,000 from a home show, and an alumni giving
program.

Based in Nashua, New Hampshire, The Spartan Junior Drum and Bugle
Corps, Inc., dba Spartans, Inc., filed for Chapter 11 protection
on November 25, 2008 (Bankr. D. N.H. Case No. 08-13492).  Eleanor
Wm. Dahar, Esq., in Manchester, New Hampshire, acts as bankruptcy
counsel.  When it filed for bankruptcy, the Debtor disclosed
$1,001,031 in total assets, and $1,067,880 in total debts.


STERLING FINANCIAL: Fitch Junks Issuer Default Rating From 'BB'
---------------------------------------------------------------
Fitch Ratings has downgraded Sterling Financial Corporation's
ratings:

  -- Long-term Issuer Default Rating to 'CCC' from 'BB';
  -- Short-term IDR to 'C' from 'B'.

The rating actions follow STSA's announcement that it will defer
its next scheduled interest payments on $245.3 million of junior
subordinated debt and $303 million of Class A preferred stock
issued to the U.S. Treasury under its Capital Purchase Program.

STSA has been come under continued pressure from a severe
escalation of nonperforming loans, largely emanating from its
residential construction loan book.  At June 30, 2009, the ratio
of nonperforming assets to loans and other real estate owned
climbed to 9.02% from 6.73% at Dec. 31, 2008.  The degradation of
this portfolio over the last nine months has challenged STSA's
ability to manage NPAs and has brought on operating losses from
escalating provisioning to account for anticipated losses.  At
June 30, 2009, the construction loan book (composed of both
residential and commercial projects) represented 25% of total
loans, while at the same time, these loans make up 75% of NPAs.
Additionally, it was disclosed that once properties are foreclosed
upon and taken into other real estate owned, net realizable values
have continued to fall, causing further write-downs or valuations
for expected short-falls, totaling $12.1 million for the six
months ending June 30, 2009.

At June 30, 2009, STSA had $62.4 million of cash at the parent
company to service the aforementioned debt for which it has
deferred interest payments.  It is Fitch's view that the capital
needs at the bank, which remains well capitalized under regulatory
definitions at June 30, 2009, exceed the amount for which the
parent could provide.  Consequently, Fitch is concerned that
actions may need to be taken to raise capital levels at Sterling
Savings Bank (SSB) in order to adequately cover losses from its
loan portfolio, which is reflective of Fitch's downgrade of the
Individual Rating, communicating Fitch's view that external
support is likely needed.  Once additional clarity develops
regarding the capital position of the subsidiary bank, Fitch will
move to resolve the Rating Watch Negative status of SSB's ratings.

STSA is a $12.4 billion financial institution headquartered in
Spokane, Washington with a footprint primarily in the Pacific
Northwest of the U.S.

Fitch has taken these rating actions.

Sterling Financial Corporation:

  -- Long-term IDR downgraded to 'CCC' from 'BB';
  -- Short-Term IDR downgraded to 'C' from 'B';
  -- Individual Rating downgraded to 'E' from 'D';
  -- Preferred Stock downgraded to 'C/RR6' from 'B';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

These STSA subsidiaries have been affected by the rating action
and are downgraded and placed on Rating Watch Negative:

Sterling Savings Bank

  -- Long-term IDR to 'B' from 'BB';
  -- Long-term Deposits to 'B+/RR3' from 'BB+';
  -- Individual Rating to 'D/E' from 'D'.

These ratings are placed on Rating Watch Negative:

Sterling Savings Bank

  -- Short-Term IDR 'B'
  -- Short-Term Deposits 'B'

Additionally, Fitch affirmed these ratings:

Sterling Savings Bank

  -- Support at '5';
  -- Support Floor at 'NF'.


SPANSION INC: Delays Quarter Results Filing
-------------------------------------------
Randy W. Furr, executive vice president and chief financial
officer of Spansion Inc., notifies the U.S. Securities and
Exchange Commission that as of August 7, 2009, the Company has
not completed its financial reporting process for the fiscal
quarter ended June 28, 2009, so it is not able to quantify any
other differences between the comparable periods.

Mr. Furr says Spansion expects that there will be significant
changes in the results of operations -- in particular, net sales,
operating income and net income -- from the corresponding period
for the last fiscal year as a result of the impact of the
Bankruptcy Cases and the Spansion Japan Proceeding.  Net sales
for the quarter ended June 28, 2009, were $376 million as
compared to $613 million for the quarter ended June 29, 2008, Mr.
Furr tells the Commission.

According to Mr. Furr, as a result of the Spansion Japan
Proceeding and the Bankruptcy Cases, Spansion Inc., and Spansion
Japan are in the process of negotiating new manufacturing and
distribution agreements for the wafer supply, foundry and
distribution services between Spansion Inc., and Spansion Japan,
which agreements will include transfer pricing and other terms
applicable to business conducted between the parties during the
fiscal quarters ended March 29, 2009, and June 28, 2009, and may
affect future transfer pricing.  These agreements, Mr. Furr
notes, will be subject to approval by various parties, including
the creditors of each company.

Mr. Furr adds that until negotiations between the Company and
Spansion Japan are completed, the agreements are executed and
necessary approvals are obtained, the Company will not be in a
position to complete its financial reporting processes for the
quarters ended March 29, 2009, and June 28, 2009.

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Proposes to Reject Executory Contract With ASML US
----------------------------------------------------------------
ASML Lithography, Inc., sells manufacturing equipment used in the
production of Flash Memory integrated circuits.  ASML also
provides software, maintenance services and spare parts relating
to that equipment.

Spansion and ASML Lithography, Inc., are parties to a Business
Agreement No. ACE00009MA effective January 1, 2002, pursuant to
which ASML agreed to sell manufacturing equipment to Spansion.
The initial term of the Business Agreement was three years, but
the term was later extended through December 31, 2008.

According to the Debtors, they issued to ASML a purchase order
for the purchase of TWINSCAN XT: 1400F, a lithography tool
designed for volume 200-mm and 300-mm wafer production at 65nm
resolution.  The Debtors note that the purchase price for the
Twinscan was EUR22,693,375.  The Debtors relate that they agreed
to pay 90% of the purchase price within 30 days of delivery, and
the final 10% upon final acceptance of the Twincan.

However, the Debtors assert that the Twinscan was never delivered
to them and they have not made any payments under the Purchase
Order.

The Debtors believe that the ASML Contract has terminated and is
no longer in effect.  Nonetheless, out of abundance of caution,
the Debtors seek the Court's authority to reject the ASML
Contract, nunc pro tunc to August 13, 2009, solely to the extent
that the ASML Contract has not already terminated in accordance
with its terms.

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Sec. 341 Meeting Continued to September 22
--------------------------------------------------------
Roberta A. DeAngelis, the acting U.S. Trustee for Region 3, has
adjourned the meeting of creditors of Spansion Inc., and its
debtor affiliates to September 22, 2009, at 10:00 a.m., in Room
2112 located at the U.S. Federal Building, 844 King Street, in
Wilmington, Delaware.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Suspends MOU With Advanced Semiconductor
------------------------------------------------------
Spansion Inc., has suspended its memorandum of understanding with
Advanced Semiconductor Engineering Inc., as part of its
restructuring efforts to emerge from bankruptcy, Taipei Times
reports.

"We signed the MOU last year.  It did not go anywhere since we
filed for Chapter 11 protection," John Nation, director of
Spansion's corporate marketing, told a press briefing in Taipei,
according to Taipei Times.

Mr. Nation said that Spansion wanted to achieve greater
flexibility in its manufacturing strategy by subcontracting part
of capacities to other companies.  Spansion and ASE had
originally planned to form a chip testing and packaging venture,
the report added.

Spansion is collaborating with China's largest chipmaker,
Semiconductor Manufacturing International Corp, in making flash
memory chips for wireless devices on 65-nanometer technology, to
help downsize its wireless memory chip business, Taipei Times
quoted Mr. Nation as saying.

In a separate report by digitimes.com, Mr. Nation said that
Spansion's restructuring after its exit from Chapter 11 will
involve a debt-for-equity swap.  Spansion intends to turn its
focus to the embedded solutions market and intellectual property
licensing, after succeeding in emerging from bankruptcy in the
fourth quarter of 2009, the report added.

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Wants to Assume Cross License Contract With IBM
-------------------------------------------------------------
International Business Machine Corporation and Spansion LLC are
parties to a License Agreement No. L085347 dated April 7, 2008,
whereby each of the parties and their affiliates acquired
nonexclusive licenses to the patents of the other party for a
term of seven years.

Under the terms of the Cross License Agreement, Spansion was
required to make a payment of $5,000,000 to IBM prior to March
25, 2009, which payment remains outstanding.  Additionally,
Spansion was required to make a second and final payment of
$5,000,000 to IBM, which is due by March 25, 2010.

Sommer L. Ross, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, says that due to the economic circumstances that led to
the filing of the Chapter 11 cases, the Balancing Payments no
longer reflect the value of the Cross License Agreement to
Spansion.  To that end, Ms. Ross notes, Spansion and IBM entered
into good faith negotiations in an effort to salvage the Cross
License Agreement and bring the payments under that agreement
into closer conformity with its true value to Spansion.

As a result, IBM and Spansion entered into a First Amendment to
the Agreement dated August 3, 2009, whereby the Balancing
Payments are to be canceled in favor of a one-time payment of
$3,330,000 due from Spansion to IBM by September 29, 2009, Ms.
Ross tells the Court.

Accordingly, the Debtors, pursuant to Section 365 of the
Bankruptcy Code, seek the Court's authority to assume the Cross
License Agreement, as amended.

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPORT CHALET: Seeks Shareholder OK of Option Exchange in September
------------------------------------------------------------------
Sport Chalet, Inc., will hold its annual meeting of stockholders
at the Company's executive offices located at One Sport Chalet
Drive, La Canada, California