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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, August 16, 2012, Vol. 16, No. 227

                            Headlines

23 EAST: Taps James O Guy as General Counsel
23 EAST: Wants to Hire Concept Real Estate as Broker
AES HAWAII: Moody's Withdraws B1 Rating on $348MM Sr. Sec. Notes
ALION SCIENCE: Incurs $8.8 Million Net Loss in Fiscal Q3
ALLIED DEFENSE: Has $43.8 Million Net Assets in Liquidation

ALLY FINANCIAL: Fitch Says Lender Biz Sale Can Benefit Parties
ARLIN GEOPHYSICAL: Court Converts Case to Chapter 7
BANKATLANTIC BANCORP: Incurs $12.3-Mil. Net Loss in 2nd Quarter
BELDEN INC: Upsized Notes No Impact on S&P's 'B+' Sub. Note Rating
BIDZ.COM INC: Had $4.9 Million Net Loss in Second Quarter

BRIER CREEK: Seeks Approval of RBC Bank SNDA Agreement
CALIFORNIA ORGANICS: Case Summary & 20 Largest Unsecured Creditors
CAPITAL ONE: Fitch Assigns 'BB' Rating on $875MM Preferred Stock
CBS I: Has Access to US Bank Cash Collateral Until November
CCC INFORMATION: Moody's Says Special Dividend Credit Negative

CENTURY MINING: Defaults on Deutsche Bank Deal, Receiver Named
CHURCH STREET: Henry Schein & Adventure 3 Removed From Committee
CLAIRE'S STORES: Estimates $360 Million Sales for Second Quarter
CLARE OAKS: Bondholders File Chapter 11 Reorganization Plan
CLEAN BURN: US Trustee Wants Case Converted to Chapter 7

CLEAR CREEK: Asks for Plan Filing Exclusivity Until January
CLEARWIRE CORP: Offering 4.8 Million Class A Common Stock
COCOPAH NURSERIES: Hires Focus Management as Financial Advisor
COCOPAH NURSERIES: Proposes Squire Sanders as Attorneys
COCOPAH NURSERIES: Files Schedules of Assets and Liabilities

COMMUNITY HOME: Files Schedules of Assets and Liabilities
COMMUNITY HOME: Court OKs Wells Marble as Chapter 11 Counsel
COMPOSITE TECHNOLOGY: Court Approves Chancery for UK Tax Audit
CONCHO RESOURCES: Moody's Rates $400MM New Senior Notes 'B1'
CONCHO RESOURCES: S&P Rates New $400MM Sr. Unsecured Notes 'BB+'

COOPERATIVE OPTICAL: Case Summary & 20 Largest Unsecured Creditors
CORNERSTONE BANCSHARES: Files Q2 Form 10-Q, Posts $310K Income
DAVITA INC: Moody's Assigns 'B2' Rating to $1BB Sr. Unsec. Notes
DAVITA INC: S&P Rates $1BB Senior Notes Due 2022 'B'
DELAWARE COUNTY: Fitch Affirms 'BB' Rating on $57.4-Mil. Bonds

DELTA PETROLEUM: Files Third Amended Plan Despite Opposition
DEWEY & LEBOEUF: Deadline for Updated $90MM Clawback Deal Extended
DVI INC: Deloitte Escapes $300 Million Malpractice Suit
EASTMAN KODAK: Extends Deadline for Intellectual Property Auction
ELPIDA MEMORY: Bondholders May Ask U.S. Court to Halt Micron Sale

ENRON CORP: Insurer Settles Annuity Dispute With Ken Lay Widow
FIRST BANKS: Files Form 10-Q, Posts $7.1-Mil. Net Income in Q2
FORESTRY RESOURCES: Voluntary Chapter 11 Case Summary
FRIENDSHIP DAIRIES: Hiring J. Bennett White as Chapter 11 Counsel
FRIENDSHIP DAIRIES: Sec. 341 Creditors' Meeting Set for Aug. 31

GMX RESOURCES: S&P Cuts CCR to 'CC' on Potential Selective Default
GORDIAN MEDICAL: Proposes to Expand Fulbright & Jaworski Work
GROUP HEALTH: Fitch Affirms 'BB+' Issuer Default Rating
GUITAR CENTER: Incurs $28.7 Million Net Loss in Second Quarter
HALIFAX GROUP: Plan, Disclosure Statement Due Dec. 4

HALIFAX GROUP: Owner Signed Petitions From Federal Jail Cell
HALLWOOD GROUP: Paid $21.6-Mil. in Adv. Proceeding Judgment
HARRISBURG PARKING: Moody's Affirms 'Ba3' Rating on Revenue Bonds
HAWKER BEECHRAFT: Disputes Pilatus' $1MM Claim on Unpaid Royalties
HCSB FINANCIAL: Incurs $1.3 Million Net Loss in Second Quarter

HEARTHSTONE HOMES: Ch. 11 Trustee Withdraws Bid to Disband Panel
HOLLIFIELD RANCHES: Can Use KeyBank Cash Collateral Up to Dec. 31
HOLLIFIELD RANCHES: Creditors Committee, Keybank Object to Plan
INDIANA STEEL: Files Schedules of Assets and Liabilities
INDIANA STEEL: Has OK to Hire Agresta Storms as Fin'l Consultant

INDIANA STEEL: Sec. 341 Creditors' Meeting Set for Sept. 7
INDIANA STEEL: Innisbrook Equity to Assist in Proposed Sale
INDIANA STEEL: Has Court's Nod to Hire Taft Stettinius as Counsel
INDIANA STEEL: Obtains Court's Final OK to Obtain DIP Financing
INNER CITY: Parent Sues Over Taking of $1 Million in Artwork

JEANNE BUSSARD: Judge Places Firm in Receivership
JEFFERSON COUNTY, AL: BofA Sells Sewer Bonds, Drops Appeal
JSK PARTNERSHIP: Case Summary & 20 Largest Unsecured Creditors
K-V PHARMACEUTICAL: Investors Are Majority on Committee
K-V PHARMACEUTICAL: Delays Form 10-Q for June 30 Quarter

KRYSTAL INFINITY: Limousine Maker Files for Chapter 11
LEAP WIRELESS: S&P Raises Sr. Unsecured Debt Rating to 'B-'
LEGENDS GAMING: U.S. Trustee Objects to Casino's Breakup Fee
LEHMAN BROTHERS: Laurel Cove Insists on Claim
LIBERTY HARBOR: Has Until Aug. 21 to Propose Ch. 11 Plan

LIGHTSQUARED INC: Harbinger to Resolve Disputes
LONG ISLAND RUBBISH: Wants Involuntary Ch.11 Petition Dismissed
LUMBER PRODUCTS: Court OKs Kiemle & Hagood as Real Estate Broker
LUMBER PRODUCTS: Case Trustee Seeks Short Exclusivity Extension
MARIANAS RETIREMENT FUND: Judge Lauds Attempt at Bankruptcy

MEDIACOM BROADBAND: Moody's Rates $300MM Sr. Unsec. Bonds 'B3'
MEDIACOM BROADBAND: S&P Rates $300MM Senior Notes 'B-'
MOHEGAN TRIBAL: Files Form 10-Q, Posts $9MM Income in Fiscal Q3
MORGAN INDUSTRIES: To Liquidate Assets Under Chapter 11 Plan
MOSER & MARSALEK: Case Summary & 20 Largest Unsecured Creditors

MUNICIPAL MORTGAGE: Incurs $1.4-Mil. Net Loss in Second Quarter
NEWPAGE CORP: Plan Includes Proposed Settlement of Loan Dispute
NEXTWAVE WIRELESS: AT&T Discloses 67.5% Equity Stake
NORTH STAR CHARTER: S&P Cuts Rating on Revenue Bonds to 'B'
NORTHSTAR AERO: Taps Grant Thornton as Tax Advisor

NTELOS HOLDINGS: S&P Retains 'BB-' Corporate Credit Rating
ORAGENICS INC: Koski Family Lowers Equity Stake to 45.7%
OSI RESTAURANT: Suspending Filing of Reports with SEC
PATRIOT NATIONAL: Reports $345,000 Net Income in Second Quarter
PENSKE AUTOMOTIVE: Moody's Lifts CFR/PDR to Ba3; Outlook Stable

PENSKE AUTOMOTIVE: S&P Rates New $400MM Sr. Sub. Debt Offering 'B'
PEREGRINE FINANCIAL: R. Wasendorf Indicted on 31 Counts of Lying
PHIL HART: Idaho Representative's Bankruptcy Plan Challenged
PINNACLE AIRLINES: Shareholders Rev Up Dispute Over Delta
POYNT CORPORATION: Protection Extended to Complete DIP Financing

QUIGLEY CO: Answers Objections to Disclosure Statement
RADIOSHACK CORP: Amends Credit Facility with Bank of America
READER'S DIGEST: Moody's Cuts CFR/PDR to Caa1; Outlook Negative
RCR PLUMBING: Disclosure Statement Hearing Moved to Aug. 28
REC WAFER: REC ASA to Cease Further Funding of Unit

REOSTAR ENERGY: Hearing on Russco-Backed Plan Set for Aug. 28
REOSTAR ENERGY: Court Denies Employment of Curtis | Castillo
RESIDENTIAL CAPITAL: White & Case Represents Junior Noteholders
RESIDENTIAL CAPITAL: 15 Affiliates File SALs and SOFAs
RESIDENTIAL CAPITAL: Four Affiliates Report $0 Assets

RESIDENTIAL CAPITAL: Three Affiliates Report $0 Liabilities
RESIDENTIAL CAPITAL: 23 Affiliates Report $0 Assets & Debts
RITZ CAMERA: Meeting of Creditors Continued Until Aug. 28
RITZ CAMERA: OK'd to Hire David Angress as Business Consultant
RITZ CAMERA: SSG Capital OK'd as Exclusive Investment Banker

RG STEEL: Creditors Committee Can Retain Saul Ewing as Co-Counsel
RG STEEL: Files Schedules of Assets and Liabilities
RG STEEL: Huron Consulting Approved as Panel's Financial Advisor
RG STEEL: Kramer Levin Approved as Creditors Committee's Counsel
RIVER CANYON: Court Approves Dennis Hogan as Accountant

RIVER CANYON: U.S. Trustee Unable to Form Committee
SCOTT'S MIRACLE: Moody's Says Dividend Increase Credit Negative
SEDONA DEVELOPMENT: Court Approves Stinson Morrison as Counsel
SEQUOIA PARTNERS: Has Until Sept. 21 to File Amended Plan Outline
SHARPER IMAGE: To End With Distributions to Creditors

SINO-FOREST: Files CCAA Plan of Compromise & Reorganization
SOLYNDRA LLC: Fired Workers to Be Paid Alongside Plan
SMF ENERGY: Files Chapter 11 Liquidating Plan
SPRINGLEAF FINANCE: Incurs $43.2 Million Net Loss in 2nd Quarter
STARLIGHT INVESTMENTS: Liquidators Shuts Chapter 15 Case

T-L BRYWOOD: Has Access to Cash Collateral Thru Aug. 31
TESORO CORP: Moody's Changes 'Ba1' CFR Outlook to Negative
THINKFILM INC: Ex-Atty Said She Would Destroy Docs, Jury Hears
THINKFILM INC: Ex-Atty Admits Targeting Companies for Bankruptcy
TRAFFIC CONTROL: Files Schedules of Assets and Liabilities

TRAFFIC CONTROL: Potter Anderson Approved as Panel's Counsel
TRIMARK DEVELOPMENT: Voluntary Chapter 11 Case Summary
UNIVEST DEVELOPMENT: Voluntary Chapter 11 Case Summary
UTSTARCOM INC: Incurs $2.4 Million Net Loss in Second Quarter
WESTERN EXPRESS: Moody's Affirms 'Caa2' CFR/PDR; Outook Negative

WITH A STICK: Landlord Dispute Blamed for Chapter 11 Filing
XTREME IRON: Files Schedules of Assets and Liabilities

* Moody's Says North American Onshore Still Vulnerable

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

23 EAST: Taps James O Guy as General Counsel
--------------------------------------------
23 East 39th Street Developers, LLC, asks for authorization from
the U.S. Bankruptcy Court for the Southern District of New York to
employ James O. Guy, Esq., as its general counsel, effective as of
March 30, 2012.

Mr. Guy will represent the Debtor in this case and assist it in
carrying out its duties as a debtor-in-possession.  He will be
paid $250 dollars per hour.  It is anticipated that certain
services will be performed by paralegal at an hourly rate of $75.

Mr. received a prepetition retainer of $3,000 from third parties,
A1 Universal Realty Construction LLC and Diversified Financial
Services of New York.  He was provided with $1,046 representing
the Chapter 11 filing fee for the commencement of the Debtor's
Chapter 11 case.

James O. Guy, Esq., who has an office in New York, attests to the
Court that he is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                     About 23 East 39th Street

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

According to a state court filing, the Debtor bought in October
2007 a building on 23 East 39th Street in Bronx, New York, from
entity 23 East 39th Street Management Corp.  Subsequent to the
sale, Management leased the property from the Debtor and
subsequently vacated the property in May 2008.  A June 2009 post
by http://www.loopnet.com/the building is/was available for sale
for $16.5 million.  The property has two luxury residential
dwellings in addition to five stories of commercial space.  The
six-story building has 11,649 square feet of space.

Judge Robert E. Gerber oversees the case.


23 EAST: Wants to Hire Concept Real Estate as Broker
----------------------------------------------------
23 East 39th Street Developers, LLC, seeks permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Concept Real Estate Group, LLC, as real estate broker,
effective as of July 20, 2012.

CREG will assist the Debtor in obtaining bids for 23 East 39th
Street, LLC, at an auction sale.  The Debtor owns property located
at 23 E. 39th Street, New York, air rights and development rights.
The Debtor is in the process of formulating a reorganization plan.
To do so, the Debtor must sell the property at the highest and
best price.  CREG will list the property at $13.2 million.

The Debtor will pay CREG a 2.5% commission on the sale price of
the Property.

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

                     About 23 East 39th Street

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

According to a state court filing, the Debtor bought in October
2007 a building on 23 East 39th Street in Bronx, New York, from
entity 23 East 39th Street Management Corp.  Subsequent to the
sale, Management leased the property from the Debtor and
subsequently vacated the property in May 2008.  A June 2009 post
by http://www.loopnet.com/the building is/was available for sale
for $16.5 million.  The property has two luxury residential
dwellings in addition to five stories of commercial space.  The
six-story building has 11,649 square feet of space.

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


AES HAWAII: Moody's Withdraws B1 Rating on $348MM Sr. Sec. Notes
----------------------------------------------------------------
Moody's Investors Service has withdrawn its B1 rating and negative
outlook for AES Hawaii, Inc.'s approximately $348 million 6.87%
senior secured notes. The rating has been withdrawn because
Moody's believes it has insufficient information to support the
maintenance of the rating.

Ratings Rationale

AES Hawaii is a 180 MW coal-fired circulating fluidized bed
generating facility located at Barbers Point, on the Hawaiian
island of Oahu. The project has been in operation since 1992 and
sells all of its output to Hawaiian Electric Company, Inc. (HECO:
Baa1 senior unsecured) under a power purchase agreement (PPA) that
extends to September 2022. The project also sells steam to a
nearby Chevron refinery.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.


ALION SCIENCE: Incurs $8.8 Million Net Loss in Fiscal Q3
--------------------------------------------------------
Alion Science and Technology Corporation reported a net loss of
$8.86 million on $211.51 million of contract revenue for the three
months ended June 30, 2012, compared with a net loss of $11.47
million on $192.79 million of contract revenue for the same period
during the prior year.

The Company reported a net loss of $31.92 million on
$598.51 million of contract revenue for the nine months ended
June 30, 2012, compared with a net loss of $32.27 million on
$596.11 million of contract revenue for the same period a year
ago.

The Company reported a net loss of $44.38 million for the year
ended Sept. 30, 2011, compared with a net loss of $15.23 million
during the prior year.

The Company's balance sheet at June 30, 2012, showed
$640.23 million in total assets, $779.47 million in total
liabilities, $112.70 million in redeemable common stock, $20.78
million in common stock warrants, $123,000 in accumulated other
comprehensive loss, and a $272.61 million accumulated deficit.

A copy of the Form 10-Q filed with the U.S. Securities and
Exchange Commission is available at:

                         http://is.gd/QuXV5t

                         About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

                            *     *     *

Alion carries 'Caa3' corporate family and probability of default
Ratings, with stable outlook, from Moody's.  Alion carries a 'B-'
corporate credit rating, with stable outlook, from Standard &
Poor's.  Moody's said in March 2010, "The Caa1 corporate family
rating would balance the continued high leverage against a
promising business backlog that could sustain the good 2009
revenue growth rate, though credit challenges would remain
pronounced."

As reported by the TCR on Sept. 8, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on McLean, Va.-based
Alion Science and Technology Corp. to 'CCC+' from 'B-'.  The
rating outlook is negative.

"The downgrade of Alion is a result of the company's recent
operational weakness," said Standard & Poor's credit analyst
Alfred Bonfantini, "and the prospect of further pressure on
revenues, which stem from the continuing resolution on the 2011
Federal government budget that wasn't settled until April 2011,
the subsequent specter of a U.S. government default during the
debt ceiling debate, and the ongoing uncertainty over future
budget cuts and levels."


ALLIED DEFENSE: Has $43.8 Million Net Assets in Liquidation
-----------------------------------------------------------
The Allied Defense Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q for the
period ended June 30, 2012, disclosing $46.37 million in total
assets, $2.55 million in total liabilities and $43.81 million in
net assets in liquidation.

The Company said it expects to use all of its net assets to
complete its Plan of Dissolution, which includes settling existing
claims against the Company, including current liabilities and
accrued expenses, and making cash liquidating distributions to the
Company's shareholders.  Net assets available for liquidating
distributions to shareholders may vary if the Company incurs
greater than estimated operating expenses associated with
executing the Plan of Dissolution, any actual settlement costs for
existing claims against the Company, or if there are existing, but
unknown claims made against us in the future.

As of June 30, 2012, cash and cash equivalents decreased from
Dec. 31, 2011, by approximately $2.8 million due to funds moved to
the short-term investments.

                Plan of Dissolution and Liquidation

On June 24, 2010, the Company signed a definitive purchase and
sale agreement with Chemring Group PLC pursuant to which Chemring
agreed to acquire substantially all of the assets of the Company
for $59,560 in cash and the assumption of certain liabilities.  On
Sept. 1, 2010, the Company completed the asset sale to Chemring
contemplated by the Agreement.  Pursuant to the Agreement,
Chemring acquired all of the capital stock of Mecar for
approximately $45,810 in cash, and separately Chemring acquired
substantially all of the assets of Mecar USA for $13,750 in cash
and the assumption by Chemring of certain specified liabilities of
Mecar USA.  A portion of the purchase price was paid through the
repayment of certain intercompany indebtedness owed to the Company
that would otherwise have been cancelled at closing.  $15,000 of
the proceeds of the sale was deposited into escrow to secure the
Company's indemnification obligations under the Agreement.

In conjunction with the Agreement, the Board of Directors of the
Company unanimously approved the dissolution of the Company
pursuant to a Plan of Complete Liquidation and Dissolution.  The
Company's stockholders approved the Plan of Dissolution on
Sept. 30, 2010.  In response to concerns of certain of the
Company's stockholders, the Company agreed to delay the filing of
a certificate of dissolution with the Delaware Secretary of State.
The Company filed a certificate of dissolution with the Delaware
Secretary of State on Aug. 31, 2011.  In connection with this
filing, the Company's stock transfer agent has ceased recording
transfers of our stock and its stock is no longer publicly traded.

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

                        http://is.gd/YzAr2Y

                   About The Allied Defense Group

Vienna, Va.-based The Allied Defense Group, Inc. (OTCQB: ADGI)
-- http://www.allieddefensegroup.com/-- is a multinational
defense business focused on the manufacture and sale of ammunition
and ammunition related products for use by the U.S. and foreign
governments.  Allied's business is conducted by its two wholly
owned subsidiaries: Mecar S.A. and Mecar USA, Inc.  Mecar is
located in Nivelles, Belgium and Mecar USA is located in Marshall,
Texas.

The Company received a subpoena from the U.S. Department of
Justice on Jan. 19, 2010, requesting that the Company produce
documents relating to its dealings with foreign governments.  The
Company said it is unlikely that any distributions to stockholders
will be made until the matters relating to the DOJ subpoena have
been resolved.


ALLY FINANCIAL: Fitch Says Lender Biz Sale Can Benefit Parties
--------------------------------------------------------------
The potential sale of all or a portion of Ally Financial Inc.'s
(Ally; rated 'BB-/B', Rating Watch Negative) international auto
lending businesses to General Motors Financial Company (GMF; rated
'BB', Rating Outlook Positive), the wholly owned captive finance
subsidiary of General Motors Company (GM), could benefit both
parties.  Fitch believes that a sale would provide Ally with cash
proceeds to reduce the U.S. Treasury's ownership position (which
includes 74% common equity and additional mandatory convertible
preferred) and re-focus its business in the U.S. market, while
allowing GM to manage and expand its financing presence
internationally.

Fitch would view a GMF acquisition as a logical way for GM to
establish an international captive finance arm in support of its
international operations, but Fitch would need to consider any
impact this sale could have on the remaining business relationship
between Ally and GM in the U.S. market.  Fitch would also need to
consider whether Ally's proposed sale sacrifices its long-term
earnings growth and diversification in exchange for short-term
liquidity.

Fitch will monitor developments with respect to the potential
sale, in order to assess the impact on Ally's earnings strength
and diversification.  Beyond the potential synergies of a sale to
GM from Ally, Fitch will also consider the financial terms of a
potential sale to determine whether they adversely impact either
party.  Fitch is not aware of any agreement in place between Ally
and GM to formalize this potential sale and notes that there are a
number of other third parties who have submitted indicative bids
to Ally.

On May 14, 2012, Ally indicated that it would seek to sell off its
international lending businesses as a way to raise funds to repay
a portion of the U.S. Treasury's ownership stake in the company.
In a filing on Aug. 13, 2012, GMF indicated that it had submitted
a bid as a part of Ally's operations sales process.

Ally's international presence is focused on six core markets --
Canada, Germany, UK, Brazil, Mexico, and China (through a joint
venture).  As of June 30, 2012, Ally's total international assets
measured approximately $31 billion and accounted for almost 17% of
Ally's total consolidated assets.  Fitch estimates that Ally's
total international operations contributed approximately 19% to
Ally's overall automotive-related pre-tax earnings as of June 30,
2012.  International business (excluding Canada which historically
has not been reported separately) has declined by 47% since 2008,
whereas North American business (which includes Canada) has grown
by 46% since 2008.

Ally's international auto finance business is largely related to
GM. At year-end 2011, 97% of Ally's international new vehicle
dealer inventory financing, and 82% of Ally's international new
vehicle consumer auto financing was for GM dealers and customers.
While GMF appears to be a natural buyer for Ally's international
assets, the divestiture could also impact Ally's relationship with
GM in the U.S. market, where GM represents a meaningful portion of
Ally's U.S. auto financing volume.

If GM is no longer reliant upon Ally to support its international
operations, this could impact how GM interacts with Ally in the
U.S. market.  For example, in the U.S., Ally has a subvention
agreement in place with GM, which expires in December 2013.
However, Fitch notes that subvented volume under this contract
represented only 18% of Ally's total U.S. origination volume in
the second quarter ended June 30, 2012, versus about 80% five
years ago.  Alternatively, the relationship could remain
unchanged, as GMF could continue to provide subprime, lease and
international financing to GM, while Ally provides prime and
commercial financing.

Despite their current inter-dependentness, both Ally and GM have
been trying to diversify away from each other -- GM through buying
AmeriCredit (now GMF) and Ally by transforming itself to a more
market-driven independent auto finance company, with increased
share with other auto manufacturers and greater presence in the
used car financing business.

Ally's ratings are currently on Rating Watch Negative. In
resolving the Rating Watch, Fitch has previously highlighted that
it will focus on the repayment of Ally's secured debt facility
with Residential Capital LLC (ResCap), monitor the court's
approval process of the proposed settlement agreement with ResCap
and its creditors and assess the overall impact of these actions
on Ally's capital and liquidity levels.  In addition, Fitch will
also monitor developments with respect to Ally's potential sale of
its international operations.


ARLIN GEOPHYSICAL: Court Converts Case to Chapter 7
---------------------------------------------------
The Hon. William T. Thurman of the U.S. Bankruptcy Court for the
District of Utah has ordered the conversion of Arlin Geophysical
Company, Inc.'s Chapter 11 case to a case under Chapter 7 of the
U.S. Bankruptcy Code.

As reported in the Troubled Company Reporter on July 4, 2012, the
U.S. Trustee filed a motion asking the Court to dismiss the
Chapter 11 case, or in alternative convert the case to one under
Chapter 7.  The Debtor objected to the conversion of its
bankruptcy case to Chapter 7 but consented to the dismissal of the
bankruptcy case.

In an order dated July 17, 2012, the Court finds cause to convert
this case to one under Chapter 7 for these reasons:

      a. the Debtor filed a previous Chapter 11 case, Case No. 09-
         33691, on Dec. 9, 2009, which was dismissed on Sept. 26,
         2010, after the Debtor failed to proceed timely with
         confirmation of a plan of reorganization.  The Court
         ruled that dismissal of the current case could result in
         yet another bankruptcy filing which would further delay
         creditors.

      b. although the IRS and RE Loans were not opposed to
         dismissal of the case at the hearing, these creditors
         could stand to benefit from continuing litigation with
         the Debtor as they could possibly obtain an advantage if
         they obtain a judgment against the Debtor.  Under Utah
         law, an unsecured creditor which obtains a judgment
         against a debtor could elevate its position to secured
         status against assets of the debtor.  They could obtain
         advantage to the exclusion of other creditors which are
         not part of the pending lawsuit(s).  The Court received
         no information from Debtor prior to the hearing or on the
         record regarding the creditors in this case.  Some of
         these creditors may be prejudiced by the IRS and RE Loans
         obtaining judgment liens.  Without any schedules,
         statement of financial affairs, or monthly operating
         reports filed in the current case, as was ordered by the
         Court, the Court finds it best for all creditors to
         maintain the status quo through a Chapter 7 conversion so
         that a Chapter 7 trustee may investigate the Debtor's
         situation.

      c. the Debtor stated at the hearing through its counsel that
         it filed the present case relying on incorrect
         information.

      d. the Debtor failed to comply with any of the requirements
         set forth in the June 4, 2012 court order other than
         appearing at the preliminary status hearing on July 2,
         2012.  The Debtor's only response filed was a brief
         objection to the U.S. Trustee's motion.  The Debtor
         presented no evidence at the hearing.

                  About Arlin Geophysical Company

Arlin Geophysical Company, Inc., filed a Chapter 11 petition
(Bankr. D. Utah Case No. 12-26735) on May 23, 2012, in Salt Lake
City, Utah.  The Debtor estimated assets and debts of $10 million
to $50 million.  Judge William T. Thurman oversees the case.
Perry Alan Bsharah, Esq., at Bsharah Law Group serves as the
Debtor's bankruptcy counsel.  This is the second time Arlin filed
for Chapter 11 protection.  It previously sought creditor relief
(Case No. 09-3391) on Dec. 9, 2009.

An unsecured creditors' committee has not been appointed in the
Debtor's bankruptcy case.


BANKATLANTIC BANCORP: Incurs $12.3-Mil. Net Loss in 2nd Quarter
---------------------------------------------------------------
BBX Capital Corporation, formerly known as BankAtlantic Bancorp
Inc., filed with the U.S. Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of
$12.30 million on $7.28 million of total interest income for the
three months ended June 30, 2012, compared with net income of
$23.40 million on $11.16 million of total interest income for the
same period a year ago.

The Company reported a net loss of $26.51 million on
$15.62 million of total interest income for the six months ended
June 30, 2012, compared with net income of $514,000 on $23 million
of total interest income for the same period during the prior
year.

BankAtlantic reported a net loss of $28.74 million in 2011, a net
loss of $143.25 million in 2010, and a net loss of
$185.82 million in 2009.

The Company's balance sheet at June 30, 2012, showed $3.83 billion
in total assets, $3.87 billion in total liabilities, and a
$43.75 million total deficit.

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

                        http://is.gd/AwfkYZ

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

                           *     *     *

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

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


BELDEN INC: Upsized Notes No Impact on S&P's 'B+' Sub. Note Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B+' issue-level
rating and '6' recovery rating on St. Louis-based Belden Inc.'s
new senior subordinated notes are unaffected by the upsizing to
$700 million. "However, we could revise the outlook on the company
to negative from stable if there is a sizable stub portion of the
existing subordinated notes due 2019 outstanding after the
expiration of the tender offer, resulting in pro forma leverage
sustained above the mid-3x area. Although we expect the company to
balance acquisition and shareholder return objectives against
publicly stated financial policies, the use of debt to support an
acquisitive growth strategy could hinder leverage reduction.
Macroeconomic uncertainty and commodity price volatility could
also suppress expected EBITDA growth and de-leveraging," S&P said.

"The ratings on Belden reflect the company's participation in the
highly competitive and cyclical cable, connectivity, and
networking product markets; its exposure to volatile raw material
pricing and foreign currency rates; and a 'significant' financial
profile. Belden's diversification into higher margin value-added
specialty products and expansion of its vertical markets served,
along with 'adequate' liquidity (as defined in our criteria) and
good cash flow characteristics, partly offset these risks," S&P
said.

RATINGS LIST

Belden Inc.
Corporate Credit Rating    BB/Stable/--
Subordinated
  $700 mil nts due 2022     B+
   Recovery Rating          6


BIDZ.COM INC: Had $4.9 Million Net Loss in Second Quarter
---------------------------------------------------------
BIDZ.com, Inc., reported a net loss of $4.9 million on
$14.7 million of revenue for the three months ended June 30, 2012,
compared with a net loss of $5.3 million on $20.0 million of
revenue for the comparable period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $6.4 million on $32.8 million of revenue, compared with a net
loss of $5.7 million on $44.9 million of revenue for the same
period of 2011.

According to the regulatory filing, the Company continues to
experience a slowdown in its revenue.  The Company added, "We
expect that demand for our discretionary merchandise will continue
to remain weak and cause a negative effect on our revenue and
gross profit, as consumers remain cautious with their
discretionary spending amid slow economic growth."

The Company's balance sheet at June 30, 2012, showed
$28.5 million in total assets, $11.6 million in total current
liabilities, and stockholders' equity of $16.9 million.

As reported in the TCR on April 16, 2012, Marcum LLP, in Los
Angeles, California, expressed substantial doubt about BIDZ.com's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that the Company has experienced a significant
decline in net revenue and sustained negative cash flows and
losses from operations.

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

                       http://is.gd/7onqdm

Culver City, California-based BIDZ.com, Inc., is an online
retailer of jewelry, watches, accessories and other brand name
merchandise featuring a live auction format on bidz.com.


BRIER CREEK: Seeks Approval of RBC Bank SNDA Agreement
------------------------------------------------------
Brier Creek Corporate Center Associates Limited asks the
Bankruptcy Court for entry of an order authorizing Brier Creek
Office #6, LLC, to secure certain post-petition obligations to RBC
Bank (Georgia) N.A. with a senior interest in property of the
estate.

BC #6 owns real property consisting of a tract or parcel of land
upon which is constructed 123,775 square feet of office space
located at 8081 Arco Corporate Drive, Raleigh, N.C.  Bank of
America, N.A., is owed $16,965,076 from BC #6 as of the Petition
Date, secured by a first mortgage lien on the Property.  BC #6 had
46,067 square feet of vacant office space in the Property which
was available to lease to new tenants in the ordinary course of
business of the Debtor.

On June 26, 2012, the Debtors filed a motion for an order
authorizing Brier Creek Office #6, LLC to enter into a non-
residential lease agreement with RBC Bank (Georgia), N.A.,
pursuant to which RBC would lease 9,490 square feet of office
space in the BC #6 Property.

Pursuant to the Lease, RBC is required to execute any reasonable
documents required to effectuate a subordination and non-
disturbance agreement.  The purpose of the SNDA is to protect the
tenant's possessory rights under the Lease in the event the
premises are transferred by foreclosure or by deed in lieu of
foreclosure, so that the Lease will continue in full force and
effect as a direct lease between the then owner of the premises
and the tenant, and the tenant will attorn to the transferee or
successor of the landlord.

Accordingly, the Debtors requested that BOA execute an SNDA, in a
commercially reasonable form, upon the entry of an order approving
the Lease Motion, in the form which has been negotiated and agreed
upon by BOA and RBC.  The Debtors would not expect BOA to object
to this request, given that (i) BOA had previously executed SNDAs
with other tenants leasing office space in the Debtors'
properties, (ii) an SNDA is mutually beneficial to both the lender
and the tenant, and (iii) an SNDA is a normal and customary part
of the commercial property leasing market.

According to the Debtors, the leasehold interest of RBC under
the Lease should be made senior to the lien of BOA pursuant to
11 U.S.C. Section 364(d)(1) given that:

     A. BC #6 has no other prospective tenants who have offered to
        lease the Space on any other terms (i.e., without
        requiring the execution of an SNDA), and the leasing of
        the vacant space in the BC #6 Property is crucial to the
        preservation and maximization of the assets of BC #6 for
        the benefit of its creditors, including BOA.

     B. The leasehold interest granted to RBC will not result in a
        decrease in the value of BOA's interest in the BC #6
        Property.

     C. If and to the extent the granting of such senior interest
        would impair the interest of BOA in the BC #6 Property,
        the rent generated by the Lease will undoubtedly enhance
        the value of the BC #6 Property, thereby providing
        adequate protection to BOA consistent with Sections 361
        and 364 of the Bankruptcy Code.

           About Brier Creek Corporate Center Associates

Brier Creek Corporate Center Associates Limited, Whitehall
Corporate Center #4, LLC, and seven other related entities
affiliates filed for Chapter 11 protection (Bankr. E.D.N.C. Lead
Case No. 12-01855) on March 9, 2012.  The Debtors own real
property located in Wake County, North Carolina and Mecklenburg
County, North Carolina.  In most instances, the real property
owned by the Debtors consists of land upon which is constructed
commercial or industrial buildings consisting of office, service
or retail space.

The affiliates that also sought bankruptcy protection are: Brier
Creek Office #4, LLC; Brier Creek Office #6, LLC; Service Retail
at Brier Creek, LLC; Service Retail at Whitehall II L.P.; Shopton
Ridge 30-C, LLC; Whitehall Corporate Center #4, LLC; Whitehall
Corporate Center #5, LLC; and Whitehall Corporate Center #6, LLC.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.  Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.

Judge Stephani W. Humrickhouse oversees the case.  Northen Blue,
LLP, serves as counsel to the Debtors.  C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel.  Grant Thornton LLP is the accountant.  Bidencope &
Associates was hired as appraiser.  The petitions were signed by
Terry Bradshaw, vice president.


CALIFORNIA ORGANICS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: California Organics, LLC
        1600 Citation Way
        Hollister, CA 95023

Bankruptcy Case No.: 12-56001

Chapter 11 Petition Date: August 13, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Shawn R. Parr, Esq.
                  PARR LAW GROUP, PC
                  1625 The Alameda #900
                  San Jose, CA 95126
                  Tel: (408)267-4500
                  E-mail: shawn@parrlawgroup.com

Scheduled Assets: $1,483,249

Scheduled Liabilities: $2,334,412

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/canb12-56001.pdf

The petition was signed by Daniel Fantz, temporary executive
manager.


CAPITAL ONE: Fitch Assigns 'BB' Rating on $875MM Preferred Stock
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to the $875 million non-
cumulative perpetual preferred stock issuance by Capital One
Financial Corporation (COF).

This preferred stock will pay a fixed coupon of 6.0% per year and
pay quarterly dividends in arrears commencing on Dec. 1, 2012, and
thereafter on March 1, June 1, Sept. 1, and Dec. 1 each year.

Proceeds of the offering are intended to be used for general
corporation purposes and the potential redemption of the company's
trust preferred securities which are subject to a voluntary call
or regulatory capital event call beginning in 2012.

Fitch assigns the following rating:

Capital One Financial Corporation:

  -- Preferred stock 'BB'.


CBS I: Has Access to US Bank Cash Collateral Until November
-----------------------------------------------------------
The U.S. Bankruptcy Court entered an amended order authorizing
CBS I LLC to use cash collateral for the next four months.

The stipulation, which was approved July 23, 2012, was entered
into by the Debtor with secured creditor U.S. Bank, National
Association, as Trustee for the registered holders of Wachovia
Bank Commercial Mortgage Inc., Commercial Mortgage Pass-Through
Certificates, Series 2006-C28 by and through CWCapital Asset
Management LLC, solely in its capacity as Special Servicer.

As of the Petition Date, the Debtor owed U.S. Bank not less than
$16,390,230 under the loan.  U.S. Bank asserts that its claim
exceeds $20 million.

The cash collateral constitutes all the funds of the Debtor and
all cash proceeds of prepetition collateral received after the
Petition Date.

As adequate protection, the Debtor will make monthly payments to
U.S. Bank in respect to the prepetition loan in the amount of
$10,000 payable on or before the 10th of each month.

The parties agree that access to cash collateral will expire 120
days after entry of the order approving the Stipulation (July 23)
or earlier if an event of default is not cured.

                           About CBS I

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Debtor scheduled assets of
$19,356,448 and liabilities of $19,422,805.  Judge Mike K.
Nakagawa presides over the case.  Jeff Susa signed the petition as
manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24 in Clark County District Court asking that
a receiver be appointed to take control of the Summerlin building
in Howard Hughes Plaza at 10100 West Charleston Blvd., just west
of Hualapai Way.

No request has been made for the appointment of a trustee or
examiner, and no official committees have yet been established in
the case.


CCC INFORMATION: Moody's Says Special Dividend Credit Negative
--------------------------------------------------------------
Moody's Investors Service said CCC Information Services Inc.'s
proposed special dividend is credit negative, but will not impact
its B2 Corporate Family Rating or stable ratings outlook. For
further information, see the Issuer Comment located on moodys.com.

Based in Chicago, CCC develops, markets and supplies a variety of
automobile claim products and services which enable automobile
insurance companies, collision repair facilities, independent
appraisers and automobile dealers to manage the automobile claim
and restoration process. CCC reported $257 million of revenues in
the twelve month period ended June 30, 2012.


CENTURY MINING: Defaults on Deutsche Bank Deal, Receiver Named
--------------------------------------------------------------
White Tiger Gold Ltd disclosed the filing of its interim financial
statements and management's discussion and analysis for the three
and six month periods ended June 30, 2012 which are both available
on White Tiger's website and have been filed on SEDAR

                          Century Default

On May 25, 2012, the Company announced that its wholly-owned
subsidiary, Century Mining Corporation, received a notice from
Deutsche Bank AG, London Branch, advising that Deutsche Bank had
elected to terminate its forward gold purchase agreement with
Century as a result of the occurrence of an event of default.

In connection with the Default, Deutsche Bank enforced its
security on the properties of Century, including Century's Lamaque
project in Val d'Or, Quebec and its San Juan project in Arequipa
Department, Peru, and these projects were placed under the control
of a receiver.  Century determined to accept and not take steps to
remedy the Default, following a review of the viability of the
Lamaque project in light of ongoing operating losses and continued
lower than anticipated gold production, combined with Century's
continuing obligations to deliver gold and/or make cash payments
under the Forward Agreement.  As a result of these events, the
Company concluded that it ceased to have the ability to exert
control over, and has effectively disposed of, Century.

Accordingly, the Company's investment in Century has been
deconsolidated from the Company's unaudited interim condensed
consolidated financial statements for the three and six months
ended June 30, 2012, and presented as discontinued operations on
the statements of comprehensive loss and cash flows.

                   Key Milestones for 2012/2013

For the remainder of 2012 and through 2013 the Company is planning
to achieve a number of key milestones as part of the strategy of
production growth to a medium term production target of 130,000
ounces of gold per annum.

At its Savkino mine the Company plans to complete the Savkino
phase 2 expansion projects and bring a new pit into operation in
2013.  In addition, in 2013 the Company plans to complete
construction of the crushing and screening unit 2, install pump
stations, complete the expansion of heap leaching pads and finish
the construction of new accommodation facilities for 116 people.

Concurrently, the Company plans to expand the gold recovery plant
and to start the installation of additional equipment.  Savkino
remains on target to produce the planned 20,000 ounces of gold in
2012.

At its Nasedkino project the Company plans to complete, in the
third quarter of 2012, metallurgical tests of one bulk sample and
an updated National Instrument 43-101 compliant technical report.

Depending on the results of the updated technical report, the
Company may start construction design of a mine and preparatory
work on supplying grid power to the site.  In addition, in
conjunction with its activities at the Nasedkino license area, the
Company intends to continue prospecting on the areas adjacent to
the Nasedkino license area that form part of the Uryum license
area.
                         About White Tiger

White Tiger Gold Ltd. is a TSX-listed mining and exploration
company, focused on the development of mineral resources in the
Russian Federation and Peru.


CHURCH STREET: Henry Schein & Adventure 3 Removed From Committee
----------------------------------------------------------------
Samuel K. Crocker, U.S. Trustee for Region 8, has removed Henry
Schein, Inc., and Adventure 3 Properties, LP, from the Official
Unsecured Creditors Committee for Church Street Health Management,
LLC, now known as, CS DIP, LLC, et al.  Through the sale of assets
approved by the Court, these two members no longer have debts
against the Debtors.

The Committee now comprises:

  1) HABI, LTD
     Proxie given to:
     Bradley D'Arcangelo, Esq.
     2255 West Laskey Raod
     Toledo, OH 43613-3596
     Tel: (419) 473-1346
     E-mail: bradley.darcangelo@bex.net

  2) TIMOTHY ANGUS, as parent and natural guardian
     of Plaintiff in New York lawsuit
     Prox given to:
     James R. Moriarty, Esq.
     Moriarty Leyendecker, P.C.
     4203 Montrose, Suite 150
     Houston, TX 77006
     Tel: (713) 528-0700
     E-mail: jim@moriarty.com

  3) HENRY A. MEYER, III, as Guardian Ad Litem
     of Plaintiffs in Oklahoma lawsuits
     Proxy given to:
     Steven T. Horton, Esq.
     Horton & Neighbors, P.C.
     114 N.W. 6th Street, Suite 201
     Oklahoma City, OK 73102
     Tel: (405) 606-8080
     E-mail: shorton@coxinet.net

                        About Church Street

Church Street Health Management, LLC, a provider of management
services for 67 dental practices in 22 states, filed a Chapter 11
petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville,
Tennessee on Feb. 20, 2012.

The following day, four affiliates, Small Smiles Holding Company,
LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed
their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577).

As of the Petition Date, the Debtors' assets have book value of
$895 million, with debt totaling $303 million.  There is about
$131.5 million owing on first-lien obligations, plus $25.6 million
on a second-lien obligation. There is an additional $152 million
on three subordinated debts.  The company's finances are
structured to comply with Islamic Shariah financing regulations.

In the Chapter 11 cases, the Debtors have engaged Waller Lansden
Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal
Healthcare Industry Group, LLC, as financial and restructuring
advisor.  Martin McGahan, a managing director at A&M, will serve
as chief restructuring officer of Church Street.  Morgan Joseph
TriArtisan, LLC, is the investment banker.  Garden City Group is
the claims and notice agent.

Garrison Investment Group is providing funding for the Chapter 11
case.  The credit agreement will provide the Debtor with up to an
aggregate principal amount of $12 million in a revolving credit
facility.

Church Street Health Management LLC changed its name as a result
of the sale of the business to existing first-lien lenders in
exchange for $25 million in debt.  The new name for the company in
Chapter 11 is CS DIP LLC.


CLAIRE'S STORES: Estimates $360 Million Sales for Second Quarter
----------------------------------------------------------------
Claire's Stores, Inc., announced selected preliminary, unaudited
financial results for the fiscal 2012 second quarter, which ended
July 28, 2012.

The Company expects to report net sales of $360 million for the
2012 second quarter, an increase of $1.1 million, or 0.3%,
compared to the 2011 second quarter.  The increase was
attributable to new store sales and same store sales, partially
offset by foreign currency translation effect of the Company's
foreign location's sales and the effect of store closures.  Net
sales would have increased 4.4% excluding the impact from foreign
currency rate changes.

Consolidated same store sales increased 1.5% in the 2012 second
quarter, with North America same store sales increasing 0.3% and
Europe same store sales increasing 3.6%.  The Company computes
same store sales on a local currency basis, which eliminates any
impact from changes in foreign exchange rates.

At July 28, 2012, cash and cash equivalents were $131 million,
including restricted cash of $4 million and the Company's
Revolving Credit Facility continued to be undrawn.

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

                        http://is.gd/gDsIlZ

                       About Claire's Stores

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

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

The Company's balance sheet at April 28, 2012, showed $2.77
billion in total assets, $2.80 billion in total liabilities and a
$39.53 million stockholders' deficit.


CLARE OAKS: Bondholders File Chapter 11 Reorganization Plan
-----------------------------------------------------------
Sovereign Bank, N.A. and Wells Fargo Bank N.A. last week filed a
Chapter 11 plan of reorganization for Clare Oaks.

Under the Plan, holders of bonds issued prepetition, led by
Sovereign Bank and Wells Fargo, as master trustee, will have an
allowed secured claim in the amount of $75 million plus unpaid
fees, will new bonds that will mature in 40 years.  Holders of
general unsecured claims expected not to exceed $1 million will
receive a total of $50,000 plus 50% of any savings related to
professional fee claims.  Treatment of holders of equity interests
is yet "to be determined".

The Plan includes a term sheet under which The Sisters of St.
Joseph of the Third Order of St. Francis, Inc., as landlord, will
sell to the Debtor for $4.5 million the real estate currently
leased by the Debtor.  The $1.5 million will be paid in cash by
the Debtor on the effective date, and the balance in the form in a
note that is set to mature in 15 years.

A copy of the Plan is available for free at:

      http://bankrupt.com/misc/Clare_Oaks_Plan_080912.pdf

Sovereign Bank is represented by:

         John Robert Weiss, Esq.
         DUANE MORRIS LLP
         190 South LaSalle Street, Suite 3700
         Chicago, IL 60603-3433
         Tel: (312) 499-0148
         Fax: (312) 277-6994
         E-mail: JRWeiss@duanemorris.com

Wells Fargo is represented by:

         Robert M. Fishman, Esq.
         SHAW GUSSIS FISHMAN GLANTZ WOLFSON & TOWBIN LLC
         321 North Clark Street, Suite 800
         Chicago, IL 60654
         Tel: (312) 541-0151
         Fax: (312) 980-3888
         E-mail: rfishman@shawgussis.com

              - and -

         Daniel S. Bleck, Esq.
         Adrienne K. Walker, Esq.
         MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO, PC
         One Financial Center
         Boston, MA 02111
         Tel: (617) 542-6000
         Fax: (617) 542-2241
         E-mail: dsbleck@mintz.com
                 awalker@mintz.com

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.

The Debtor intends to sell its Clare Oaks Campus to ER Propco Co,
LLC aka Evergreen for $16,000,000, subject to higher and better
offers.


CLEAN BURN: US Trustee Wants Case Converted to Chapter 7
--------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that the U.S. trustee
for Clean Burn Fuels LLC on Monday asked a North Carolina judge to
convert the ethanol maker's Chapter 11 case to a Chapter 7, after
the Company ceased operations and abandoned plans to reorganize.

U.S. Trustee Sara A. Conti told Law360 on Tuesday that Clean Burn
Fuels' shutdown in operations required the case to be converted to
a Chapter 7, but declined to comment further on the case.

                        About Clean Burn Fuels

Founded in 2005, Clean Burn Fuels LLC is the first company to
produce ethanol in North Carolina.  It completed the construction
of its ethanol plant in August 2010 and started producing and
selling ethanol and dried distillers grains with solubles (DDGS)
shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., in Chapel Hill, N.C., represents
the Debtor.  Anderson Bauman Tourtellot Vos & Co. serves as
financial consultant and chief restructuring officer.  Smith,
Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP serves as
special counsel to assist the Debtor in its state court litigation
matters, including various lawsuits pending in Hoke County, North
Carolina.  The Debtor disclosed $79,516,062 in assets and
$79,218,681 in liabilities as of the Chapter 11 filing.

Sara A. Conti, Chapter 11 trustee for the Debtor, tapped Northen
Blue as special counsel.

Charles M. Ivey, Esq., at Ivey McClellan Gatton, in Greensboro,
N.C., represents the Creditors' Committee as counsel.

Since the petition date, the Debtor has not operated its ethanol
plant.


CLEAR CREEK: Asks for Plan Filing Exclusivity Until January
-----------------------------------------------------------
Clear Creek Ranch II, LLC, and Clear Creek at Tahoe, LLC, ask the
U.S. Bankruptcy Court for the District of Nevada to further extend
the time within which no other party in interest may file a plan
through Jan. 4, 2013, from Aug. 15, 2012.

In November 2011, the Court extended the initial period during
which only the Debtors may file a plan through Feb. 13, 2012, and
the conditional period during which no other party may file a plan
through April 16, 2012.  In February 2012, the Debtors filed their
disclosure statement and plan.  A hearing to consider approval of
the disclosure statement was scheduled for April 2012, three days
before the first extended conditional period was set to expire.

The Debtors filed a second motion to extend exclusivity only as it
related to the conditional period, and on April 18, 2012, the
Court entered an order extending the conditional period during
which no other party may file a plan through August 15, 2012.

The Debtors said that they must amend their disclosure statement
and plan so as to fold in the terms, and the financial business
and structural implications of settlements with the so-called
"Serpa Parties" and SPE GO Holdings, Inc., which have been
documented but not yet approved by the Court, and a joint venture
agreement still being negotiated between the Debtors and their
financial partner, Arendale Holdings Corp.  Based on delays
associated with those matters, the Debtors do not anticipate being
able to file an amended disclosure statement and plan until late
August or early September 2012, making plan confirmation sometime
between late October and the end of November 2012.  The Debtors
have filed the instant motion requesting a third extension of the
conditional exclusivity period through Jan. 4, 2013, an extension
of approximately 140 days.

The Debtors states that they have focused on resolving the
litigation between the Debtors and the Serpa Parties, including an
adversary proceeding and six proofs of claim filed by the Serpa
Parties.  On May 25, 2012, the Debtors filed a motion for an
order approving a settlement agreement, which among other things:
(i) provides for the elimination of nearly $170 million of
claims filed by the Serpa Parties, including the reduction from
approximately $17 million to $8 million of a secured claim held by
one of the Serpa Parties; (ii) the Debtors and the Serpa Parties
have agreed to a mutual release of all claims between them,
including Serpa Parties' claims and the remaining claims asserted
by the Debtors in an adversary proceeding filed by the Debtors
against the Serpa Parties pending in the bankruptcy court; and
(iii) after receipt of a court-approved disclosure statement, the
Serpa Parties will vote in favor of and support confirmation of
the Debtors' plan.

The Debtors said that they have come to an agreement with GO
Holdings, the owner of the golf course through foreclosure,
regarding the location and conveyance of easements on residential
property owned by CCR II.  SPE GO commenced an adversary
proceeding against the Debtors and an affiliate in this Court on
Feb. 10, 2012, and filed a proof of claim for an unknown amount
against CCR II.  On June 14, 2012, the Debtors filed a motion for
an order approving a settlement agreement, which states that in
exchange for temporary delivery of water to the golf course and a
grant of certain temporary and permanent easements over the
residential property and golf course, the parties have agreed to a
mutual release of all claims, including the claims asserted by GO
Holdings in the adversary proceeding and the withdrawal of the GO
Holdings' proof of claim.

The Debtors said that they have taken steps to raise funds for a
restructuring -- to pay creditors in full and to continue with the
development and, ultimately, the sale of home sites in CCR II's
residential subdivision.  The Debtors have entered into a letter
of intent with Arendale and are working diligently to conclude
their negotiations over definitive agreements that will be between
a special purpose entity that will be formed by Arendale and the
Debtors.  For structuring purposes, the Debtors and Arendale have
agreed that the Clear Creek SPE will instead be one member in a
company to be formed ("Newco," for the sake of easy reference),
which consists of a joint venture with CCR II, which will be the
other member.  Newco will own three subsidiaries: one subsidiary
will own the golf course (presently owned by GO Holdings), one
will own the residential subdivision (currently owned by CCR II),
and the other will own the open space which is subject to a
conservation easement (currently owned by Clear Creek Ranch, LLC,
a non-debtor).  The residential Newco subsidiary will buy the
residential subdivision from CCR II for an all cash purchase price
sufficient to pay all third party creditors in full on or
immediately after the plan effective date.  The Debtor stated that
this restructuring, to be reflected in an amended plan, will once
again reunite the residential subdivision, golf course property,
and the open space under common ownership, allowing for the
development of the project as a cohesive residential and golf
course community.

                    About Clear Creek Ranch II

Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre
undeveloped residential subdivision located within the project
known as Clear Creek.  That project included a world-class golf
course, the residential subdivision around the golf course, a lake
house on Lake Tahoe and a fly fishing ranch along the West Walker
River.  The co-developers and joint venturers of the Project are
CCR II's affiliate, Clear Creek at Tahoe LLC, and entities
affiliated with Nevada businessman John Serpa, Sr., and his sons.

On April 30, 2010, the Serpas purchased the $15 million First
Horizon Loan secured by the residential subdivision, and then
threatened foreclosure to coerce CCT to pay money on both the
First Horizon Loan and the (Serpa-owned) Nevada Friends, LLC Note.
The Serpas then scheduled a foreclosure sale for the Residential
Subdivision for July 18, 2011.

On July 18, 2011, Clear Creek Ranch II and Clear Creek at Tahoe
filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev.
Case Nos. 11-52302 and 11-52303).

In its petition, Clear Creek Ranch II estimated assets and debts
of $10 million to $50 million.  The petitions were signed by James
S. Taylor, the Trustee.

Judge Bruce T. Beesley presides over the cases.  Vincent M.
Coscino, Esq., Thomas E. Gibbs, Esq., and Richard M. Dinets, Esq.,
at Allen Matkins Leck Gamble Mallory & Natsis LLP, in Irvine,
Calif., represent the Debtors as general reorganization counsel.
Amy N. Tirre, Esq., at the Law Offices of Amy N. Tirre, APC, in
Reno, Nev., represents the Debtors as local reorganization
counsel.


CLEARWIRE CORP: Offering 4.8 Million Class A Common Stock
---------------------------------------------------------
Clearwire Corporation filed with the U.S. Securities and Exchange
Commission a Form S-3 relating to the offer and sale from time to
time of up to 4,819,278 shares of Class A common stock, $0.0001
par value per share, of Clearwire Corporation, by Hispanic
Information and Telecommunications Network, Inc.

The Company is required to file this registration statement, of
which this prospectus is a part, under the terms of a master
initial payment agreement dated Aug. 1, 2012, with the selling
stockholder.  The registration of the shares of Class A Common
Stock to which this prospectus relates does not require the
selling stockholder to sell any of their shares of the Company's
Class A Common Stock nor does it require us to issue any shares of
Class A Common Stock.

The Company will not receive any proceeds from the sale of the
shares by the selling stockholder.  The Company has agreed to pay
certain registration expenses, other than transfer taxes and
brokerage and underwriting discounts and commissions.

The Company's Class A Common Stock is listed on the NASDAQ Global
Select Market under the symbol "CLWR."  On Aug. 10, 2012, the
closing sales price of the Company's Class A Common Stock as
reported on NASDAQ was $1.62 per share.

A copy of the prospectus is available for free at:

                        http://is.gd/R0y3Sj

                     About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

The Company's balance sheet at June 30, 2012, showed $8.43 billion
in total assets, $5.65 billion in total liabilities, and
$2.78 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

The ratings on Clearwire continue to reflect its "highly
leveraged" financial risk profile based on its high debt burden
and "weak" liquidity (both terms as defined in S&P's criteria).
"The ratings also reflect our view that Clearwire has a vulnerable
business position as a developmental-stage company with
significant competition from better capitalized wireless carriers,
including AT&T Mobility and Verizon Wireless, which are deploying
their own 4G wireless services," S&P said in January 2012.

"We believe that the company would likely run out of cash in the
late 2012 to early 2013 time frame absent significant asset sales,
since we view the terms in the December 2011 wholesale agreement
with Sprint Nextel as unfavorable in the near term and will likely
constrain cash inflows in 2012 to 2013. We have not assumed
spectrum sales in our liquidity assessment because of the
uncertainty involved in finding a buyer, as well as timing.
However, if the company could secure sufficient funding for
operations through 2013, we could raise the ratings," S&P also
stated.


COCOPAH NURSERIES: Hires Focus Management as Financial Advisor
--------------------------------------------------------------
Cocopah Nurseries of Arizona, Inc., et al., ask for permission
from the U.S. Bankruptcy Court to employ Focus Management Group
USA, Inc., as financial advisor.

The firm will, among other things:

   (a) assist in connection with the Debtors' Chapter 11
       filing including preparation of cash forecasts, budgets,
       projections and filing documents;

   (b) review, prepare, assist and analyze the Debtors' business
       plans, cash flow projections, restructuring programs, and
       other reports or analyses prepared by the Debtors or their
       professionals to advise the Debtors on the viability
       of the continuing operations and the reasonableness of
       projections and underlying assumptions; and

   (c) assist the Debtors in preparing statement of financial
       affairs, schedules of assets and liabilities, and monthly
       operating reports to be filed in connection with the
       Debtors' Chapter 11 cases.

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

The Debtors will compensate Focus on an hourly basis at these
rates:

  Professional            Discounted Rate      Original Rate
  ------------            ---------------      -------------
  Managing Directors         $400/ hour         $550/ hour
  Senior Consultants         $350/ hour         $450/ hour

After deducting fees and expenses previously billed (and paid) for
prepetition services rendered, $4,643 remains as a retainer.  The
$4,643.50 balance will be available to be applied to postpetition
services, as approved by the Court, including pursuant to any
procedures for interim compensation approved by the Court.

                    About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

Cocopah Nurseries of Arizona estimated $10 million to $50 million
in assets and $100 million to $500 million in debts.  The
petitions were signed by Darl E. Young, authorized representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.


COCOPAH NURSERIES: Proposes Squire Sanders as Attorneys
-------------------------------------------------------
Cocopah Nurseries of Arizona, Inc., et al., ask for permission
from the U.S. Bankruptcy Court to employ Squire Sanders (US) LLP
as counsel.

The firm will, among other things, advise the Debtors with respect
to their powers and duties as debtors-in-possession in the
continued management and operation of their business and property.

Squire Sanders' fees are based on its customary hourly rates:

    Professional                       Rates
    ------------                       -----
    Partners                        $950 to $350
    Associates                      $475 to $190
    Legal Assistant                 $300 to $95

Squire Sanders attests it is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

In accordance with Squire Sanders' engagement by the Debtors
before the Petition Date, the firm received a prepetition retainer
of $225,000 for professional services to be rendered and charges
and disbursements.  Squire Sanders drew down $208,795 from the
retainer satisfying all prepetition fees and expenses owing to
Squire Sanders.  Squire Sanders continues to hold the remaining
retainer balance of $16,205.28.

                      About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

Cocopah Nurseries of Arizona estimated $10 million to $50 million
in assets and $100 million to $500 million in debts.  The
petitions were signed by Darl E. Young, authorized representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.


COCOPAH NURSERIES: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Cocopah Nurseries of Arizona, Inc., filed with the U.S. Bankruptcy
Court for the District of Arizona its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            -----------       -----------
  A. Real Property                        $0
  B. Personal Property           $13,789,449
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $140,248,778
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $50,117
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $252,468
                                 -----------      ------------
        TOTAL                    $13,789,449      $140,551,381

A copy of the schedules is available at:

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

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

The petitions were signed by Darl E. Young, authorized
representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.


COMMUNITY HOME: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Community Home Financial Services, Inc., filed with the Bankruptcy
Court for the Southern District of Mississippi its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   $57,000
  B. Personal Property           $44,833,581
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $30,270,271
                                 -----------      -----------
        TOTAL                    $44,890,581      $30,270,271

A copy of the schedules is available at:

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

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  Judge Edward Ellington
presides over the case.


COMMUNITY HOME: Court OKs Wells Marble as Chapter 11 Counsel
------------------------------------------------------------
Community Home Financial Services, Inc., sought and obtained
permission from the U.S. Bankruptcy Court to employ Roy H. Liddell
and Jonathan Bissette of the law firm Wells of Marble, & Hurst,
PPLC as legal counsel.

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.


COMPOSITE TECHNOLOGY: Court Approves Chancery for UK Tax Audit
--------------------------------------------------------------
Composite Technology Corporation sought and obtained permission
from the U.S. Bankruptcy Court to employ Chancery Audit LLP as its
tax and audit professionals in the United Kingdom.

Composite Technology previously obtained approval to hire Olswang,
LLP, and Luther Rechtsanwaltsgesellschaft MBH, as special counsel
in England and Germany, respectively.  The firms are advising the
Debtor as to the possible restructuring, liquidation or ultimate
dissolution of certain of the Debtor's subsidiaries including
Stribog, Ltd., Stribog Holdings Ltd. and Stribog Turbines Ltd.

                    About Composite Technology

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

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

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

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

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


CONCHO RESOURCES: Moody's Rates $400MM New Senior Notes 'B1'
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Concho Resources
Inc.'s proposed $400 million senior notes due 2023. The Ba3
Corporate Family Rating (CFR), SGL-2 Speculative Grade Liquidity
(SGL) rating, and the B1 rating on the existing senior notes are
unchanged and the outlook remains stable. Concho will use the
proceeds to repay a portion of the outstanding borrowings under
its credit facility.

Ratings Rationale

"The notes issuance will help improve liquidity and better match
the maturity profile of Concho's assets and liabilities,"
commented Harry Schroeder, Moody's Vice President.

The Ba3 CFR reflects Concho's strong position in the Permian
Basin, large drilling inventory, and strong cash margins driven by
a high proportion of oil and NGL production. After the acquisition
of Three Rivers Operating Company (Three Rivers) in July 2012,
Concho's leverage, as measured by debt / production of roughly
$44,000, is nominally high compared to its rated peers. But
Concho's production derives from areas with unlevered cash margins
exceeding $50 BOE affording them the ability to self-fund an
approximate $1.5 billion capex budget going forward. Protecting
this budget is a prudent hedging strategy for the two-years post
June 30, 2012 of about 41 million BOE of oil and a very modest
level of gas at an average price of $94.85 BOE. The company should
easily and economically replace produced reserves with the drill
bit. There are no debt maturities until 2016 when the credit
facility matures and the company has a quite lengthy proved
reserve life, in excess of fifteen years.

The SGL-2 reflects adequate liquidity through June 30, 2013. The
Three Rivers acquisition was funded by drawing $1 billion on the
revolver. Pro-forma for the acquisition and the new notes
issuance, as of June 30, 2012 Concho has approximately $1.5
billion of availability under its recently upsized to $2.5 billion
credit facility. The company plans to fund its 2012 drilling
program with internal cash flow, and small bolt-on acquisitions
with its credit facility. Financial covenants under the facility
are debt / EBITDAX of not more than 4.0x and a current ratio of at
least 1.0x. Moody's expects Concho to remain well within
compliance with these covenants during the next 12 months. There
are no debt maturities until 2016 when the credit facility
matures. Substantially all of Concho's oil and gas assets are
pledged as security.

The B1 senior unsecured note rating reflects both the overall
probability of default of Concho, to which Moody's assigns a PDR
of Ba3, and a loss given default of LGD5-75%. The size of the
senior secured revolver's priority claim relative to the senior
unsecured notes results in the notes being rated one notch below
the Ba3 CFR under Moody's Loss Given Default Methodology.

The stable outlook reflects Moody's expectation of an absorption
phase where Concho focuses on integrating the assets acquired from
Three Rivers and subsequent asset sales to partially fund the
acquisition. Moody's expects leverage to compress over time
through organic production growth as well as debt reduction from
announced asset sales of $200 - $400 million. Moody's could
upgrade the ratings if Concho continues to grow production and
reserves essentially within cash flow with debt / proved developed
reserves of less than $10 BOE and debt / average daily production
of less than $30,000 BOE. Strong full cycle metrics are clearly
the underlying driver of the economics. Moody's could downgrade
the ratings if RCF / debt degrades to below 30% due to a
leveraging acquisition, or if profitability deteriorates
materially due to sustained operational issues.

The principal methodology used in rating Concho Resources Inc was
the Global Independent Exploration and Production Industry
Methodology published in December 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Concho Resources Inc. is an independent exploration and production
company headquartered in Midland, Texas.


CONCHO RESOURCES: S&P Rates New $400MM Sr. Unsecured Notes 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating (same as the corporate credit rating) and '4' recovery
rating to Midland, Texas-based Concho Resources Inc.'s $400
million senior unsecured notes due 2023. "The '4' recovery rating
indicates our expectation of an average (30% to 50%) recovery in
the event of default," S&P said.

"At the same time we revised the recovery rating on the company's
existing senior notes to '4', from '3'. The issue rating on these
notes remains 'BB+'," S&P said.

The company will use the proceeds of the notes to repay a portion
of the outstanding borrowings under its credit facility.

"The ratings on oil and gas exploration company Concho Resources
Inc. reflect Standard & Poor's Ratings Services' assessment of the
company's 'fair' business risk and 'significant' financial risk.
The ratings incorporate its strong reserve replacement, solid
production growth, and continued growth of its reserve base, which
totaled 386.5 million barrels of oil equivalent (boe) on Dec. 31,
2011. In addition, given the current price for hydrocarbons, the
company's reserve base is well positioned. The ratings on Concho
also reflect the company's participation in the competitive and
highly cyclical oil and gas industry and its geographically
concentrated reserve base," S&P said.

RATINGS LIST
Concho Resources Inc.
Corporate credit rating       BB+/Stable/--

New Ratings
$400 mil sr nts due 2023      BB+
  Recovery rating              4

Revised Recovery Rating
                               To              From
Senior unsecured debt         BB+             BB+
  Recovery rating              4               3


COOPERATIVE OPTICAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Cooperative Optical Services, Inc.
        2424 East Eight Mile Road
        Detroit, MI 48234

Bankruptcy Case No.: 12-58623

Chapter 11 Petition Date: August 13, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Mark H. Shapiro, Esq.
                  STEINBERG SHAPIRO & CLARK
                  25925 Telegraph Rd., Suite 203
                  Southfield, MI 48033-2518
                  Tel: (248) 352-4700
                  Fax: (248) 352-4488
                  E-mail: shapiro@steinbergshapiro.com

Scheduled Assets: $844,296

Scheduled Liabilities: $1,709,036

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mieb12-58623.pdf

The petition was signed by Benjamin L. Edwards, Jr., president &
CEO.


CORNERSTONE BANCSHARES: Files Q2 Form 10-Q, Posts $310K Income
--------------------------------------------------------------
Cornerston Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $310,585 on $4.81 million of total interest income
for the three months ended June 30, 2012, compared with net income
of $141,287 on $5.15 million of total interest income for the same
period a year ago.

The Company reported net income of $667,102 on $9.44 million of
total interest income for the six months ended June 30, 2012,
compared with net income of $393,562 on $10.37 million of total
interest income for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $420.87
million in total assets, $384.11 million in total liabilities and
$36.75 million in total stockholders' equity.

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

                        http://is.gd/jIsaiC

                    About Cornerstone Bancshares

Chattanooga, Tenn.-based Cornerstone Bancshares, Inc., is a bank
holding company.  Its wholly-owned subsidiary, Cornerstone
Community Bank, is a Tennessee-chartered commercial bank with five
full-service banking offices located in Hamilton County,
Tennessee.

Cornerstone reported net income of $1.03 million in 2011, compared
with a net loss of $4.70 million in 2010.

Cornerstone said in its 2011 annual report that as of Dec. 31,
2011, the Company had one loan, currently being serviced by
Midland Loan Services for the FDIC, which totaled approximately $3
million.  The loan contains certain compliance covenants which
include stated minimum or maximum target amounts for Cornerstone's
capital levels, the Bank's capital levels, nonperforming asset
levels at the Bank and the ability of Cornerstone to meet the
required debt service coverage ratio, which is computed on the
four most recent consecutive fiscal quarters.  Due to the level of
nonperforming assets of the Bank and not currently meeting the
required debt service coverage ratio, Cornerstone was not in
compliance with these two covenants at Dec. 31, 2011.  However,
Cornerstone had previously obtained waivers through Dec. 31, 2011.
During March 2012, Cornerstone obtained from the FDIC a waiver of
the covenant compliance requirements through Dec. 31, 2012,
granted that all payments are made in accordance with the
aforementioned repayment schedule.  However, if the Company is
unable to comply with those covenants or obtain an additional
waiver from the lender for violations that occur after Dec. 31,
2012, if any, the lender may declare the loan in default and take
possession of the Bank's common stock.  If this event were to
occur, Cornerstone's assets and operations would be substantially
reduced and therefore its ability to continue as a going concern
would be in substantial doubt.

                           Consent Order

The Company disclosed in the Form 10-Q for the quarter ended
June 30, 2010, that following the issuance of a written report by
the Federal Deposit Insurance Corporation and the Tennessee
Department of Financial Institutions concerning their joint
examination of Cornerstone Community Bank in October 2009, the
Bank entered a consent order with the FDIC on April 2, 2010, and a
written agreement with the TDFI on April 8, 2010, each concerning
areas of the Bank's operations identified in the report as
warranting improvement and presenting substantially similar plans
for making those improvements.

The consent order and written agreement, which the Company
collectively refers to as the "Action Plans", convey specific
actions needed to address certain findings from the joint
examination and to address the Company's current financial
condition.  The Action Plans contain a list of strict requirements
ranging from a capital directive, which requires the Company to
achieve and maintain minimum regulatory capital levels in excess
of the statutory minimums to be well-capitalized, to developing a
liquidity risk management and contingency funding plan, in
connection with which the Company will be subject to limitations
on the maximum interest rates it  can pay on deposit accounts.
The Action Plans also contain restrictions on future extensions of
credit and requires the development of various programs and
procedures to improve the Company's asset quality as well as
routine reporting on its  progress toward compliance with the
Action Plans to the Board of Directors, the FDIC and the TDFI.

As of April 2, 2010, the date of the Action Plans, the Bank was
deemed to be "adequately capitalized."


DAVITA INC: Moody's Assigns 'B2' Rating to $1BB Sr. Unsec. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to DaVita Inc.'s
offering of $1 billion of senior unsecured notes due 2022. Moody's
also affirmed the existing ratings of DaVita, including the Ba3
Corporate Family and Probability of Default Ratings. Moody's
understands that the proceeds of the notes, along with the
previously rated term loan will be used to fund the acquisition of
HealthCare Partners Holdings, LLC. The rating outlook is stable.

The rating actions are subject to the conclusion of the
transaction, as proposed, and Moody's review of final
documentation.

Following is a summary of Moody's ratings actions for DaVita Inc.:

Ratings assigned:

  $1.0 billion senior unsecured notes due 2022 at B2 (LGD 5, 86%)

Ratings and LGD estimates affirmed:

  Corporate Family Rating at Ba3

  Probability of Default Rating at Ba3

  $350 million senior secured revolving credit facility expiring
  2015 at Ba2 (LGD 3, 33%)

  $1.35 billion senior secured term loan A-3 due 2017 at Ba2 (LGD
  3, 33%)

  $1.65 billion senior secured term loan B-2 due 2019 at Ba2 (LGD
  3, 33%)

  $1.0 billion senior secured term loan A due 2015 at Ba2 (LGD 3,
  33%)

  $1.75 billion senior secured term loan B due 2016 at Ba2 (LGD 3,
  33%)

  $1.55 billion senior unsecured notes due 2018 and 2020 at B2
  (LGD 5, 86%)

Speculative Grade Liquidity Rating at SGL-1

Ratings Rationale

DaVita's Ba3 Corporate Family Rating reflects its high leverage
following its acquisition of HealthCare Partners and the
challenges of operating an integrated care business for the first
time. Furthermore, despite a lower percentage of total revenues --
post-acquisition -- expected to be earned from government
contracts, the acquisition will increase its exposure to the
potentially more volatile Medicare reimbursement rate system and
ongoing regulatory scrutiny facing the healthcare sector.

The rating is supported by the company's position as the second
largest dialysis service provider, treating approximately one-
third of dialysis patients in the country. Additionally, DaVita
benefits from the recurring nature of the treatments and
customers' high loyalty to their clinic, reflected in the
company's strong profitability and stable cash flow. Further, the
acquisition should benefit DaVita's revenue diversification as it
enters into a new line of business, while providing opportunities
for further growth.

The stable rating outlook reflects Moody's expectation of near
term reimbursement stability in the dialysis segment but also
reimbursement pressures in its newly acquired integrated care
business. Moody's expects the company to focus on debt reduction
following the transaction and limit acquisitions to small tuck-
ins. The outlook also reflects Moody's expectation that leverage
will improve to below 4 times by the end of fiscal 2013.

Although, not likely in the near-term, Moody's could upgrade the
ratings if the company repays debt or grows earnings such that
leverage metrics were expected to be sustained below 3.5 times.
Additionally, Moody's could consider upgrading the ratings if cash
flow from operations and free cash flow to adjusted debt ratios
were expected to be sustained in the high and mid-teens level,
respectively.

Moody's could downgrade the rating if leverage continues to
increase following the transaction. For example, Moody's could
downgrade the ratings if Medicare reimbursement cuts are greater
than expected or if the company takes on additional debt for
acquisitions or shareholder initiatives. More specifically,
Moody's could downgrade the ratings if leverage is expected to
increase and be sustained above 4.5 times or free cash flow to
debt is expected to be sustained below 3%.

The principal methodology used in rating DaVita, Inc. was the
Global Healthcare Service Providers Industry Methodology published
in December 2011.Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

DaVita, headquartered in Denver, CO, is an independent provider of
dialysis services primarily in the US for patients suffering from
end-stage renal disease (chronic kidney failure). DaVita's
services are predominantly provided in the company's outpatient
dialysis centers. However, the company also provides home dialysis
services, inpatient dialysis services through contractual
arrangements with hospitals, laboratory services and other
ancillary services. The company recognized approximately $7.6
billion of revenue for the twelve months ended June 30, 2012.


DAVITA INC: S&P Rates $1BB Senior Notes Due 2022 'B'
----------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to the
proposed $1 billion senior notes due 2022 to be issued by DaVita
Inc., a Denver-based dialysis service provider. "We rate the notes
'B', two notches below the corporate credit rating, with a
recovery rating of '6', indicating our expectation for negligible
(0 to 10%) recovery of principal in the event of payment default.
DaVita intends to use the proceeds to fund a portion of its
acquisition of Torrance, Calif.-based HealthCare Partners Holdings
LLC (HCP), parent of HealthCare Partners LLC (BBB-/Watch Neg/--),"
S&P said.

"Our 'BB-' corporate credit rating and stable rating outlook on
DaVita are not affected by this issuance. Our rating reflects
DaVita's 'aggressive' financial risk profile (according to our
criteria), distinguished by robust discretionary cash flow, which
will enable fairly rapid deleveraging following its acquisition of
HCP. We estimate pro forma adjusted debt to EBITDA is about 4.5x,
compared with DaVita's actual adjusted leverage of 3.5x as of June
30, 2012. We believe DaVita's acquisition of HCP does not alter
its 'fair' business risk profile, because DaVita will remain
substantially dependent on the treatment of a single disease and
its exposure to potential adverse changes in reimbursement may be
compounded by the addition of HCP to its business portfolio," S&P
said.

RATING LIST
DaVita Inc.

Corporate credit rating                BB-/Stable/--

Rating Assigned
Proposed $1 bil. sr. notes due 2022    B
Recovery rating                       6


DELAWARE COUNTY: Fitch Affirms 'BB' Rating on $57.4-Mil. Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on approximately $57.4
million of outstanding charter school revenue bonds issued by the
Delaware County Industrial Development Authority, PA (DCIDA) on
behalf of Chester Community Charter School (CCCS, or the school).
At the same time, Fitch has removed the Rating Watch Negative that
was assigned to the rating in February 2012.

The Rating Outlook is Stable.

Fitch recently published an exposure draft of its charter school
rating criteria (Charter School Rating Criteria: Exposure Draft,
dated July 19, 2012).  The draft includes a number of proposed
amendments to existing criteria.  If applied in the proposed form,
the exposure draft would trigger a substantial number of
downgrades to existing charter school ratings.  After the exposure
draft comment period and upon the publication of the new criteria,
Fitch expects to place on Rating Watch Negative those schools it
views at risk of downgrades, which could include all charter
school ratings.  Fitch would then conduct full rating reviews for
those schools over the following six months, utilizing the new
criteria.

SECURITY

The bonds are secured by pledged revenues of the school, backed by
a mortgage on the property and facilities leased by the school and
a debt service reserve (DSR) cash-funded to legal maximum annual
debt service (MADS) of $4.1 million due in 2038.  Payments to
CSMI, LLC are subordinated to the payment of debt service and the
maintenance of a fully funded DSR.

KEY RATING DRIVERS

STABILIZED FUNDING ENVIRONMENT: The removal from Rating Watch
Negative and assignment of a Stable Rating Outlook reflect a
recently improved funding environment, which now provides a
mechanism to ensure the receipt of critical per pupil funding
directly from the state if necessary.

FINANCIAL RESERVES CRITICALLY DEPLETED: The 'BB' rating reflects
CCCS's materially depleted balance sheet resources as a result of
an extended funding disruption in fiscal 2012.

FUNDING DISRUPTION TESTED FLEXIBILITY: The funding disruption that
CCCS endured during fiscal 2012 tested the school's financial
flexibility.  Financial resources were drained and an operational
imbalance developed as a result of legal fees and interest
accruals on line of credit draws, which were required to manage
cash flow needs during the academic year.

CORE STRENGTHS REMAIN: Despite the challenging operating
environment in the 2011-2012 academic year, CCCS's student demand
did not suffer.  Consistent demand going into the 2012-2013
academic year should help maintain the stability of overall
funding levels going forward.  A history of balanced operations
and sum-sufficient coverage of legal MADS somewhat mitigates
concern over the lack of a financial cushion in the immediate
term.

STANDARD CHARTER RENEWAL RISK: Like other charter schools, CCCS is
subject to periodic charter renewal risk; the school's next
renewal is required in 2016.

WHAT COULD TRIGGER A RATING ACTION

STRENGTHENED FINANCIAL CUSHION: A return to positive operations in
fiscal 2013 as a result of consistent and timely funding and
increased enrollment could improve financial resource levels and
yield upward rating momentum.

CREDIT PROFILE

CCCS was formed in 1998 to serve the city of Chester, PA and CUSD.
CCCS has experienced consistent, significant, demand-driven
growth, leading the school to expand its academic offering to
grades K-8 on two campuses.  CCCS has a very strong relationship
with CSMI, which exists specifically to manage CCCS's operations.
CSMI's management strategy has been fiscally conservative,
resulting in historically balanced operations and strong academic
performance, particularly compared to the local, authorizing
school district (Chester Upland School District, CUSD or the
district).

Beginning in fiscal 2011, CUSD faced financial difficulties that
led it to withhold funds lawfully due to CCCS and other district
charter schools.  Payment delays in fiscal 2011 led CCCS to appeal
to the Pennsylvania Department of Education (PDE) to receive its
state funding directly, rather than relying on disbursements from
CUSD. In fiscal 2012, the funding situation worsened, with CCCS
only receiving a portion of the amounts due.  Funding from CUSD
and the PDE was completely suspended in January 2012 as the
district's financial condition continued to decline, CCCS
initiated legal action against CUSD and the PDE for non-payment of
per pupil funding.

At the time of Fitch's last review in February 2012, CCCS's
ability to remain open through the end of the academic year was in
question.  Negotiations between CCCS, the PDE, CUSD and the other
district charter schools ultimately resulted in the receipt of
approximately $6.1 million in funding received in various
installments from March to May of 2012, which, in conjunction with
use of lines of credit and deferral of CSMI's management fees,
allowed the school to continue meeting its obligations through the
end of the academic year. An additional $5.5 million was paid by
the PDE to CCCS on June 30, 2012.

Fitch notes that during fiscal 2011 and 2012, when inconsistent
payments began to pressure operations, CSMI chose to voluntarily
defer its management fees to provide additional financial
flexibility.  Meanwhile, the legal intercept of both state (via
CUSD) and federal (received directly by the trustee) revenues by
the trustee ensured that debt service payments would not be
interrupted.

A settlement was reached on July 27, 2012 which finalized the
funding amounts due to CCCS because of CUSD's failure to disburse
per pupil funds.  he PDE agreed to make two installment payments
of $2.76 million each on Aug. 6, 2012 and Aug. 23, 2012 (totaling
$5.5 million) to fulfill the remaining obligation.  In total, as
of Aug. 23, 2012, CCCS will have received approximately $32.4
million for fiscal 2012, or 90% of the amount originally
anticipated for the year. No further payments toward fiscal 2012
are expected.  CCCS plans to utilize the $5.5 million to be
received in August to pay legal costs currently estimated at $1.3
million and pay down lines of credit and associated interest
expenses that were used to fund operating expenses during fiscal
2012.

The settlement further addressed a previously outstanding lawsuit
regarding CCCS's contention of historical underfunding by the
state.  The PDE agreed to pay a total of $6.5 million in four
bimonthly installments of $1.6 million each beginning in October
2012 and concluding in April 2013.  CCCS and the PDE agreed that
this amount would settle the claim through the end of fiscal 2012.
CCCS plans to utilize these funds to repay deferred management
fees due to CSMI.  CCCS and the PDE further agreed to an 18-month
period during which CCCS will not initiate further legal action on
this issue, while the two parties make an effort to come to a
mutually agreeable resolution.

Fitch views the progress on both of these critical issues, as well
as CCCS's demonstrated ability to operate uninterrupted despite a
suspension in its primary revenue stream, favorably.  However,
Fitch notes that the one-time expenses incurred during fiscal 2012
almost completely deteriorated CCCS's balance sheet resources.
Further, the related liabilities will not be fully paid until the
final payment is received from the PDE in April 2013, in the
absence of other available net income.  As a result of the
material lack of financial cushion available in the immediate
term, Fitch has affirmed the 'BB' rating.

The removal from Rating Watch Negative and the assignment of a
Stable Outlook is indicative of the generally improved funding
environment for fiscal 2013, which also includes a method of
directly accessing state per pupil funding if the school district
fails to make scheduled payments.  Per the terms of the settlement
agreement, should CUSD fail to make a payment to CCCS by the 5th
of any month, the PDE is obligated to remit the full amount due
and owing to CCCS on the last Thursday of the month, pending the
receipt of appropriate documentation.  Of note, CUSD made a
scheduled monthly payment to CCCS in August 2012 for the first
time in over a year.

Fitch believes that the consistent and timely funding laid out in
this mechanism will allow CCCS to produce the balanced operations
set forth in its budget beginning in fiscal 2013 and going
forward.  Similarly, balanced operations, unfettered by the one-
time expenses incurred to manage funding irregularities, should
allow CCCS to rebuild its balance sheet resources and improve its
overall financial flexibility.  Fitch will continue to monitor the
school's ability to improve its financial situation in subsequent
reviews.


DELTA PETROLEUM: Files Third Amended Plan Despite Opposition
------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Delta Petroleum
Corp. filed a third amended version of its Chapter 11
reorganization Monday and renewed its support for the plan ahead
of the Aug. 15 confirmation hearing in Delaware bankruptcy court,
saying it deserves approval despite any objections or rejection by
a few voting classes.  A copy of the Plan is available at
http://bankrupt.com/misc/Delta_Pet_3rd_Amended_Plan.pdf

                     About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Laramie Energy II LLC has been approved by the Court to serve as
the sponsor for Delta's reorganization plan.

Delta Petroleum has won approval for its disclosure statement
explaining the Chapter 11 reorganization plan.  There's a hearing
to consider confirmation of the Plan on Aug. 15.


DEWEY & LEBOEUF: Deadline for Updated $90MM Clawback Deal Extended
------------------------------------------------------------------
Megan Leonhardt at Bankruptcy Law360 reports that Dewey & LeBoeuf
LLP will give partners until today, August 16, to approve an
updated $90.4 million settlement deal that includes broader
language shielding partners from potential clawback litigation,
sources familiar with the matter said Tuesday.

According to Bankruptcy Law360, the firm sent former partners an
updated partner contribution plan on Tuesday night after days of
intense negotiations, according to sources speaking on the
condition of anonymity. To give partners time to review and
approve the latest changes, the Dewey estate pushed the deadline
-- which had already been extended twice.

                        About Dewey & LeBoeuf

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

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

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

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
US$6 million.  The Pension benefit Guaranty Corp. took US$2
million of the proceeds as part of a settlement.  The Debtor
disclosed $368,117,240 in assets and $348,817,408 in liabilities
as of the Chapter 11 filing.

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

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

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The Former Partners hired Tracy L. Klestadt, Esq., and
Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel.
The Official Committee of Unsecured Creditors tapped Deloitte
Financial Advisory Services LLP as its financial advisor.

U.S. Bankruptcy Judge Martin Glenn on July 31 approved Dewey's
request to extend its funding deadline, which would have July 31,
to Aug. 15.


DVI INC: Deloitte Escapes $300 Million Malpractice Suit
-------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that U.S. District
Judge Sidney H. Stein on Friday dismissed a long-running $300
million suit against Deloitte & Touche USA LLP accusing it of
neglecting to investigate allegedly improper accounting by
insiders of DVI Inc.

In a one-paragraph order, Judge Stein granted Deloitte's motion
for summary judgment after a pretrial conference Friday in the
case lodged by the trustee of DVI Inc.

DVI, Inc., the parent company of DVI Financial Services, Inc., and
DVI Business Credit Corporation, provide lease or loan financing
to healthcare providers for the acquisition or lease of
sophisticated medical equipment.  The Company, along with its
affiliates, filed for chapter 11 protection (Bankr. Del. Case
No. 03-12656) on Aug. 25, 2003.  Bradford J. Sandler, Esq., at
Adelman Lavine Gold and Levin PC, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it disclosed $1,866,116,300 in total assets and
$1,618,751,400 in total debts.  On Nov. 24, 2004, Judge Walrath
confirmed the Amended Joint Plan of Liquidation filed by DVI,
Inc., and its debtor-affiliates.


EASTMAN KODAK: Extends Deadline for Intellectual Property Auction
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. agreed with creditors to extend the
deadline for the intellectual property auction.  The company
declined to comment on the bids it received.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


ELPIDA MEMORY: Bondholders May Ask U.S. Court to Halt Micron Sale
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a judge overseeing the U.S. side of the bankruptcy of
Elpida Memory Inc. may be called upon by U.S. bondholders to stop
a sale of the Japanese memory chipmaker to Micron Technology Inc.

According to the report, tellingly, the bondholders cite the case
of Mexican glassmaker Vitro SAB where a U.S. Bankruptcy Court in
Texas is being used to halt a bankruptcy reorganization in a
Mexican court.  Elpida filed a Chapter 15 petition in U.S.
Bankruptcy Court in Delaware in March, a month after filing
bankruptcy at home.

The report relates that in April the U.S. court recognized Japan
as home to the so-called foreign main proceeding.  As a result,
the court in Japan ordinarily would administer the sale of the
business and distributions to creditors, receiving assistance from
the U.S. court if necessary.  An ad hoc group of U.S. bondholders
believes Elpida and its court-appointed trustees are up to no
good.

The report notes the holders, owning $293 million in bonds, are
Linden Advisors LP, LIM Advisors, Owl Creek Asset Management LP,
and Taconic Capital Advisors LP.  They contend in papers filed in
bankruptcy court on Aug. 10 that the proposed sale to Micron for
an estimated $1.8 billion at present value is for substantially
less than Elpida's liquidation value.  They say that one of
Elpida's trustees will "apparently be employed" by Micron after
the acquisition.

The report relates the bondholders charge that the Japanese
trustees are precluded from discussing any alternative to a sale
to Boise, Idaho-based Micron, even though the bondholders have
attempted to discuss a transaction bringing in "substantially more
value."

According to the report, the bondholders want the Delaware
bankruptcy judge to modify approval of the Chapter 15 petition so
the reorganizations don't become "an illegitimate transfer of
enterprise value from old equity to new equity at the expense of
existing creditors."

The report relates that at a hearing on Sept. 6, the bondholders
want the U.S. judge to require Elpida to file a list of assets in
the U.S. and then bar the company from transferring assets outside
the U.S.  They also want the bankruptcy judge to declare that they
are at liberty to file an involuntary bankruptcy petition against
Elpida in the U.S.  If the bondholders believe the Micron sale is
sufficiently egregious, they can, like the Vitro bondholders, ask
the U.S. court not to enforce the foreign reorganization in the
U.S.

Bondholders are also trying to stop the sale in court in Japan.

                        About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.


ENRON CORP: Insurer Settles Annuity Dispute With Ken Lay Widow
--------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that John Hancock Life
Insurance Co. has reached a settlement with the widow of former
Enron Corp. Chairman Kenneth Lay in a long-running dispute over an
annuity policy, according to documents filed in New York federal
court on Monday.

Bankruptcy Law360 relates that after months of mediation, U.S.
District Judge Leonard B. Sand signed off on a stipulated
dismissal of the suit, in which John Hancock challenged Linda
Lay's claim to guaranteed income benefits in addition to a death
benefit under an annuity policy issued to her late husband.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused its
stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP; Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


FIRST BANKS: Files Form 10-Q, Posts $7.1-Mil. Net Income in Q2
--------------------------------------------------------------
First Banks, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $7.12 million on $51.60 million of total interest income for
the three months ended June 30, 2012, compared with a net loss of
$17.97 million on $58.99 million of total interest income for the
same period during the prior year.

The Company reported net income of $13.96 million on $103.94
million of total interest income for the six months ended June 30,
2012, compared with a net loss of $24.05 million on $121.15
million of total interest income for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $6.56 billion
in total assets, $6.28 billion in total liabilities and $286.13
million in total stockholders' equity.

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

                        http://is.gd/13l4CQ

                         About First Banks

First Banks, Inc., is a registered bank holding company
incorporated in Missouri in 1978 and headquartered in St. Louis,
Missouri.  The Company operates through its wholly owned
subsidiary bank holding company, The San Francisco Company, or
SFC, headquartered in St. Louis, Missouri, and SFC's wholly owned
subsidiary bank, First Bank, also headquartered in St. Louis,
Missouri.


FORESTRY RESOURCES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Forestry Resources LLC
        P.O. Box 3230
        Union Gap, WA 98903

Bankruptcy Case No.: 12-45586

Chapter 11 Petition Date: August 13, 2012

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

Judge: Paul B. Snyder

Debtor's Counsel: J Daniel Bariault, Esq.
                  BUSINESS ADVOCATE LAW PLLC
                  1700 Seventh Ave., Suite 2100
                  Seattle, WA 98101
                  Tel: (206) 369-3912

Estimated Assets: $500,001 to $1,000,000

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

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

The petition was signed by Alan Deatley, manager member.


FRIENDSHIP DAIRIES: Hiring J. Bennett White as Chapter 11 Counsel
-----------------------------------------------------------------
Friendship Dairies filed papers in court seeking formal approval
of the law firm of J. Bennett White, P.C. as its Chapter 11
bankruptcy counsel.

J. Bennett White, Esq., charges at an hourly rate of $275 per
hour.  The rates of other attorneys in the firm range from $175
per hour to $225 per hour.

The Debtor has provided a $25,000 deposit.  After deducting $7,845
for pre-filing representation and $1,046 for the filing fee,
$16,109 remains on deposit with the Firm.

J. Bennett White, Esq., attests that his firm represents no
interest adverse to the Debtor or the estate in the matters upon
which it is to be engaged, and is a disinterested entity within
the meaning of 11 U.S.C. Sections 101(14) and 327.

                     About Friendship Diaries

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.

Bankruptcy Judge Robert L. Jones oversees the case.  The petition
was signed by Patrick Van Adrichem, partner.


FRIENDSHIP DAIRIES: Sec. 341 Creditors' Meeting Set for Aug. 31
---------------------------------------------------------------
The U.S. Trustee for the Northern District of Texas in Dallas will
convene a Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the
Chapter 11 case of Friendship Dairies on Aug. 31, 2012, at 10:45
a.m. at Amarillo Suite 100.

Proofs of claim are due in the case by Nov. 29.

Meanwhile, the Debtor is facing an Aug. 20 deadline to file its
schedules of assets and liabilities and statement of financial
affairs and related data.  The list of 20 Largest Unsecured
Creditors is also due Aug. 20.

A Chapter 11 Plan is due by Dec. 4, 2012.

                     About Friendship Diaries

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.

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


GMX RESOURCES: S&P Cuts CCR to 'CC' on Potential Selective Default
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Oklahoma City, Okla.-based GMX Resources Inc. to 'CC'
from 'CCC+'. The 'CCC+' rating on the company's $283.5 million
senior secured notes, remains unchanged. The outlook is negative.

"The downgrade to 'CC' reflects the potential for a selective
default on GMX's 4.5% senior convertible notes due 2015--$86.3
million outstanding as of June 30, 2012--due to certain aspects of
GMX's exchange offer that would constitute a distressed exchange
under our criteria," said Standard & poor's credit analyst Paul B.
Harvey. "As part of the exchange offer for its 2013 and 2015
convertible notes, holders of the 2015 notes have the right to
exchange $1,000 principle of existing notes for $700 principle of
new senior secured second-priority notes due 2018. We view this as
a distressed exchange."

Holders of the existing 2015 notes, regardless of when purchased,
would receive significantly less than the original face value that
was promised.

The exchange offer allows:

  -- To exchange $1,000 principle of its 5.00% convertible notes
     due 2013 ($52 million outstanding) for $1,000 principle
     amount of new 9% senior secured second-priority notes due
     2018 plus 288 shares of common stock;

  -- To exchange $1,000 principle of its 4.50% convertible notes
     due 2015 for $700 principle amount of new 9% senior secured
     second-priority notes due 2018;

  -- The amount of 2015 convertible notes potentially exchanged is
     limited by a $60 million limit on the second-priority notes
     that can be issued and the amount of 2013 notes successfully
     exchanged; and

  -- If all $52 million outstanding 2013 convertible notes are
     exchanged, $8 million of second-priority notes would remain
     available for holders of the 2015 convertible notes.

The ratings on GMX's $283.5 million senior secured notes due 2017
are unchanged as they are not part of the exchange offer.

The negative outlook reflects the likelihood that the corporate
credit rating will be lowered to 'SD' following the completion of
the exchange offer. "Subsequently, we will review our ratings on
GMX based on its new capital structure and outlook for liquidity
in 2013," S&P said.


GORDIAN MEDICAL: Proposes to Expand Fulbright & Jaworski Work
-------------------------------------------------------------
Gordian Medical, Inc., dba American Medical Technologies, asks
the U.S. Bankruptcy Court for permission to expand the scope of
Fulbright & Jaworski L.L.P.

The Debtor previously obtained approval to hire the firm as
counsel with respect to the Debtor's health care regulatory
matters.  The Debtor seeks to expand the scope of the firm's legal
duties to include representing the Debtor in litigation it intends
to initiate in Pennsylvania state court against various parties
based upon, among other things, fraud, conspiracy breach of
contract, tortuous interference with business relations and theft
of trade secrets.

The attorneys and paralegal currently expected to be principally
responsible for this specific matter, and their hourly rates are:
Amy L. Barrette, Partner, $480; Matthew H. Sepp, Counsel, $295;
Michael Peter Gaetani, Associate, $300; and Josh Loncar,
Paralegal, $265.

Fulbright has requested an additional postpetition retainer in the
amount of $25,000 to be held in Fulbright's client trust account
to be applied against fees and costs incurred costs related to the
Litigation.

                      About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  Irvine, California-based Gordian Medical provides
supplies and services to treat serious wounds.  The company has
active relationships with and serves patients in more than 4,000
nursing facilities in 49 states with the heaviest concentration of
the nursing homes being in the south and southeast sections of the
United States.

The Debtor estimated assets and debts of up to $50 million.  It
has $4.3 million in cash and $31.1 million in receivables due from
Medicare.

Judge Mark S. Wallace oversees the case.  Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel.  GlassRatner Advisory &
Capital Group LLC serves as the Debtor's financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GROUP HEALTH: Fitch Affirms 'BB+' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed Group Health Cooperative's (GHC)
Insurer Financial Strength (IFS) rating along with the ratings on
senior secured bonds issued by the Washington Health Care
Facilities Authority (WHCFA) on behalf of GHC at 'BBB-'.  The
Rating Outlooks are Stable.

The rating actions reflect Fitch's belief that GHC's credit-
quality remains materially unchanged by the effective termination
of the company's previously planned $225 million senior secured
bond issuance.  Fitch's understanding is that GHC has decided to
forgo the issuance of the new senior secured bonds for the
foreseeable future due to an inability to place the bonds under
terms acceptable to the company.

Fitch views the negative credit aspects of GHC's inability to
access the market at acceptable terms as largely offset by the
favorable impact on leverage and interest coverage resulting from
the forgone issuance.  The additional financial leverage and
anticipated decline in interest coverage that would have resulted
from the issue were key factors in Fitch's May 21, 2012 decision
to downgrade GHC's ratings to their current 'BBB-' levels.

Proceeds from the planned issue were to be used to refund $45
million of GHC's outstanding series 2001 amortizing bonds, fund
anticipated contributions to pension plans, and for general
corporate purposes.

Fitch's understanding is that GHC will not redeem the amortizing
series 2001 bonds, the annual principal and interest requirements
of which approximate $7 million per year from 2012 through 2019,
and that the company's required 2012 pension plan contribution of
$40 million has already been made.

GHC's ratings continue to reflect the company's small size and
scale and geographically concentrated, albeit strong, market
position in Washington.  The ratings also reflect the company's
comparatively weak profitability and interest coverage and solid
risk-based capitalization.

GHC's profitability has been poor in recent years as the company
has struggled to cope with operational issues that resulted from
its gradual expansion outside its traditionally strong HMO
product.  Through the first quarter 2012, the company's statutory
accounting basis net income was $8 million compared to $31 million
in the prior year period and a $14 million net loss for the full
year 2011.

The company has taken various steps to improve its financial
results.  However, Fitch views the ultimate outcome of these
actions as uncertain given the highly competitive nature of the
health insurance and managed care market.

GHC's year-end 2011 NAIC risk-based capital (RBC) ratio (on a
company-action-level basis) and operating leverage measured by its
year-end premiums-to-surplus ratio were 254% and 4.1x, both of
which are better than median guidelines for Group Health's IFS
rating category.

Rating Triggers:

Key rating triggers that could lead to an upgrade of Group
Health's ratings include run-rate:

  -- EBITDA/Revenue margins approximating 5%;
  -- Net income/average capital ratios approximating 5%;
  -- Debt-to-EBITDA ratios and debt-to-capital ratios that are
     less than 4.5x and 35%, respectively;
  -- EBITDA-based interest coverage ratios that exceed 5x.

Key rating triggers that could lead to a downgrade of Group
Health's ratings include:

  -- Sustained negative operating cash flow or material declines
     in liquidity available from invested assets;
  -- Run-rate EBITDA/revenue margins that are less than 3%;
  -- Run-rate net income/average capital ratios that are less than
     3%;
  -- Earnings charges or balance sheet adjustments that are
     expected to reduce the company's NAIC RBC ratios (company-
     action-level basis) below 225%;
  -- Run-rate debt-to-EBITDA ratios and debt-to-capital ratios
     greater than 3.0x and 35% respectively;
  -- Loss of key contracts that contribute significantly to
     membership.

Fitch has affirmed the following ratings:

  -- $99.7 million series 2006 revenue bonds issued by the
     Washington Health Care Facilities Authority on behalf of
     Group Health Cooperative at 'BBB-';
  -- $45 million series 2001 revenue bonds issued by the
     Washington Health Care Facilities Authority on behalf of
     Group Health Cooperative at 'BBB-';
  -- Group Health Cooperative - IFS at 'BBB-';
  -- Group Health Cooperative - IDR at 'BB+';
  -- Group Health Options, Inc. - IFS at 'BBB-'.

In addition, Fitch has withdrawn the following rating:

  -- Group Health Cooperative $225 million senior secured bonds at
     'BBB-'.


GUITAR CENTER: Incurs $28.7 Million Net Loss in Second Quarter
--------------------------------------------------------------
Guitar Center, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $28.76 million on $486.59 million of net sales for the three
months ended June 30, 2012, compared with a net loss of $25.95
million on $479.05 million of net sales for the same period during
the prior year.

The Company reported a net loss of $44.97 million on $1.01 billion
of net sales for the six months ended June 30, 2012, compared with
a net loss of $37.40 million on $981.85 million of net sales for
the same period a year ago.

The Company reported a net loss of $236.94 million in 2011, a net
loss of $56.37 million in 2010, and a net loss of $189.85 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $1.82 billion
in total assets, $1.94 billion in total liabilities and a $122.39
million total stockholders' deficit.

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

                       http://is.gd/ycO8z0

                       About Guitar Center

Guitar Center, Inc., headquartered in Westlake Village, Calif., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its websites.  It operates
three distinct musical retail business - Guitar Center (about 70%
of revenue), Music & Arts (about 7% of revenue), and Musician's
Friend (its direct response subsidiary with 24% of revenue).
Total revenue is about $2 billion.

                        Bankruptcy Warning

The Company said in its annual report for the year ended
Dec. 31, 2011, that its ability to make scheduled payments or to
refinance its debt obligations depends on the Company and
Holdings' financial and operating performance, which is subject to
prevailing economic and competitive conditions and to certain
financial, business and other factors beyond its control.  The
Company cannot provide any assurance that it will maintain a level
of cash flows from operating activities sufficient to permit it to
pay the principal, premium, if any, and interest on its
indebtedness.

If the Company cannot make scheduled payments on its debt, the
Company will be in default and, as a result:

   * its debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under the Company's senior secured credit
     facilities could terminate their commitments to lend the
     Company money and foreclose against the assets securing their
     borrowings; and

   * the Company could be forced into bankruptcy or liquidation.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2011,
Moody's Investors Service affirmed Guitar Center, Inc.'s Caa2
Corporate Family Rating and the $622 million existing term loan
rating of Caa1 due October 2014.  The Probability of Default
Rating was revised to Caa2/LD from Caa2 while the Speculative
Grade Liquidity assessment was changed to SGL-2 from SGL-3.  The
rating outlook remains stable.

The Caa2/LD Probability of Default rating reflects Moody's view
that the extended deferral of interest on the Holdco notes
constitutes a distressed exchange under Moody's definition and
also anticipates that additional exchanges of this nature are
possible over the near term.  The Limited Default designation was
prompted by the company's executed amendment of the HoldCo notes,
which allows for a deferral of 50% of the interest payments for 18
months.  Moody's views this as a distressed exchange that provides
default avoidance.  This LD designation applies to the proposed
follow-on amendment to defer the HoldCo note interest payments by
another six months.  Subsequent to the actions, Moody's will
remove the LD designation and the PDR will be Caa2 going forward.


HALIFAX GROUP: Plan, Disclosure Statement Due Dec. 4
----------------------------------------------------
According to the case docket, Halifax Group LLC and its related
entities including Loring Estates LLC, are required to file a
Chapter 11 Plan and accompanying Disclosure Statement by Dec. 4,
2012.

                        About Halifax Group

Long Island real estate developer Thomas Kontogiannis on Aug. 7,
2012, filed in bankruptcy court in Brooklyn (Bankr. E.D.N.Y.)
Chapter 11 petitions for four entities:

    Debtor                          Case No.
    ------                          --------
    Loring Estates LLC              12-45757
    Edgewater Development, Inc.     12-45759
    Group Kappa Corp.               12-45761
    Plaza Real Estate Holding Inc   12-45764

Each of the Debtors disclosed debt of $48.27 million to DLJ
Mortgage Capital, Inc., on a bank loan.

The Chapter 11 petitions say the entities are related to Halifax
Group.   Halifax Group LLC filed a bare-bones Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-45736) on Aug. 6, 2012.  Gregory
Holland, as president, signed Halifax's Chapter 11 petition.
Halifax owns properties in Brooklyn.

Bankruptcy Judge Nancy Hershey Lord presides over the Chapter 11
cases.  The Law Office of Narissa Joseph serves as the Debtors'
counsel.

Halifax Group scheduled $20,310,943 in assets and $96,841,847 in
liabilities.  Loring Estates disclosed $9,300,000 in assets and
$53,090,698 in liabilities.  Edgewater estimated $10 million to
$50 million in assets, and $50 million to $100 million in debts.
Group Kappa estimated $1 million to $10 million in assets, and
under $50,000 in debts.  Plaza Real Estate Holding estimated
$1 million to $10 million in assets, and $10 million to
$50 million in debts.

In October 2011, the U.S. District Court in Brooklyn sentenced Mr.
Kontogiannis to 9 years imprisonment for leading a mortgage fraud
conspiracy resulting in more than $98 million in losses.

The U.S. attorney for New York's Eastern District said Mr.
Kontogiannis defrauded Washington Mutual Bank and DLJ Mortgage
Capital, a subsidiary of Credit Suisse, in connection with his
development of two tracts of land in Brooklyn and Queens.  He
purchased and subdivided Loring Estates, located in East New York,
Brooklyn, and Edgewater Development, located in College Point,
Queens, and then staged sales of the properties financed by
mortgage loans to straw buyers.  Mr. Kontogiannis directed others
to prepare false loan files to create the appearance that the
straw buyers were creditworthy homeowners.  The mortgages were
supported by fraudulent appraisals depicting finished homes, when
the buildings had yet to be built or had fictional addresses, and
the mortgage files contained fraudulent title abstract reports and
other documentation designed to indicate that the seller, a
Kontogiannis-controlled entity, had clear title to convey and that
the lender's interest was protected by title insurance.

U.S. Attorney Loretta Lynch said the loans were financed by
lenders controlled by Mr. Kontogiannis, including InterAmerican
Mortgage Corp., later known as CIP Mortgage Corp. and Coastal
Capital Corp.  After the loans were closed, Mr. Kontogiannis
ensured that the mortgages and deeds were not recorded, thereby
permitting him to "sell" the same property repeatedly.
Eventually, Mr. Kontogiannis sold the loans to WAMU or DLJ.

In an effort to conceal the multiple sales of the same properties,
Mr. Kontogiannis changed the addresses of properties located in
East New York, Brooklyn, to addresses in neighboring Howard Beach,
Queens. In addition, he directed others to make monthly payments
on the mortgages, ensuring that none of the mortgages became
delinquent. The payments ceased in 2007, with roughly $98 million
in principal outstanding on the fraudulent mortgages, Ms. Lynch
said.

Mr. Kontogiannis was previously jailed for previously jailed for
laundering bribes to a California congressman.


HALIFAX GROUP: Owner Signed Petitions From Federal Jail Cell
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bankruptcy Judge Nancy Hershey Lord in Brooklyn will
decide at an Aug. 28 hearing whether a convicted felon can
properly commence Chapter 11 reorganizations from his jail cell on
behalf of closely held companies.

The report relates that lender DLJ Mortgage Capital Inc. filed
papers to dismiss the case, and Judge Lord scheduled the Aug. 28
hearing.  DLJ says in its papers that Thomas Kontogiannis signed
the bankruptcy petitions at the federal penitentiary in Devens,
Massachusetts.  DLJ said that Mr. Kontogiannis admitted in his
criminal proceedings that he has no interest in two of the
companies.

The report notes DLJ says the bankruptcies were begun to forestall
foreclosures to occur within days.  The papers recite how DLJ
obtained more than $110 million in judgments against some of the
bankrupt companies resulting from what the papers described as a
criminal enterprise where more than $110 million was stolen from
DLJ and Washington Mutual Bank NA.  A call for comment to the
lawyer for the bankrupt companies wasn't returned.

                        About Halifax Group

Long Island real estate developer Thomas Kontogiannis have sent
five entities to Chapter 11.  Halifax Group LLC filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 12-45736) on Aug. 6, 2012.
Mr. Kontogiannis on Aug. 7 filed in bankruptcy court in Brooklyn
(Bankr. E.D.N.Y.) Chapter 11 petitions for four entities:

    Debtor                          Case No.
    ------                          --------
    Loring Estates LLC              12-45757
    Edgewater Development, Inc.     12-45759
    Group Kappa Corp.               12-45761
    Plaza Real Estate Holding Inc   12-45764

Each of the Debtors disclosed debt of $48.27 million to DLJ
Mortgage Capital, Inc., on a bank loan.

In October 2011, the U.S. District Court in Brooklyn sentenced Mr.
Kontogiannis to 9 years imprisonment for leading a mortgage fraud
conspiracy resulting in more than $98 million in losses.


HALLWOOD GROUP: Paid $21.6-Mil. in Adv. Proceeding Judgment
-----------------------------------------------------------
The Hallwood Group Incorporated disclosed had a net loss of $1.2
million, or $(0.80) per share in the second quarter ended June 30,
2012, compared to a net loss of $3.5 million, or $(2.31) per
share, in 2011 on revenue of $37.2 million and $36.7 million,
respectively.  For the six months ended June 30, 2012, the net
loss was $10.8 million, or $(7.07) per share, compared to a net
loss of $4.5 million, or $(2.97) per share, in 2011 on revenue of
$73.1 million and $63.5 million, respectively.

The 2012 first quarter results included an additional charge of
$13.2 million as a result of the decision issued by the United
States District Court on April 24, 2012 in which it entered a
final judgment substantially adopting the proposed findings that
the Bankruptcy Court issued in July 2011 in an adversary
proceeding.  The Company satisfied the Judgment, including
prejudgment and post judgment interest, in two payments;
$3,774,000 on May 4, 2012 and $17,947,000 on May 9, 2012.

In addition, the Company will be required to pay certain court
costs and attorneys' fees incurred by the plaintiffs.  The parties
settled the amount of court costs for approximately $101,000,
which is expected to be paid on or before Aug. 28, 2012.

While the Company will be required to pay some additional amount
of money to the plaintiffs as compensation for their attorney fees
related to the breach of contract claim they prosecuted against
the Company, the amount and timing of that payment are currently
unresolved and will be determined by the Bankruptcy Court.  In
addition, the Company is in the process of appealing to the Fifth
Circuit Court of Appeals the portions of the Judgment awarding a
combined $17,947,000 on the plaintiffs' tort claims.

A copy of the company's financial statement is available free at:

                        http://is.gd/JU2i0U

                       About Hallwood Group

Headquartered in Dallas, Texas, The Hallwood Group Incorporated
(Amex: HWG) -- http://www.hallwood.com/-- is a holding company
that operates in the textile products and energy business
segments.  The company's former real estate and hotel business
segments are reported as discontinued operations.

The company's textile products subsidiary, Brookwood Companies
Incorporated, is an integrated textile company focused on woven
nylon products.  Effective Dec. 31, 2005, the company's private
energy affiliates were consolidated into one entity, Hallwood
Energy L.P.  The company disposed of its minority investment in
two energy affiliates, Hallwood Energy Corporation in December
2004 and Hallwood Energy III L.P. in July 2005.

Hallwood Energy, L.P., and five of its affiliates filed separate
petitions for Chapter 11 relief (Bankr. N.D. Tex. Lead Case No.
09-31253) on March 1, 2009.  Kathleen M. Patrick, Esq., Michael R.
Rochelle, Esq, Scott Mark DeWolf, Esq., and Sean Joseph McCaffity,
Esq., at Rochelle McCullough L.L.P., represented the Debtors in
their restructuring efforts.  The bankruptcy court confirmed a
Chapter 11 plan proposed by secured lender Hall Phoenix/Inwood,
Ltd. for the Debtors in October 2009.


HARRISBURG PARKING: Moody's Affirms 'Ba3' Rating on Revenue Bonds
-----------------------------------------------------------------
Moody's Investors Service has confirmed the Ba3 rating on
Harrisburg Parking Authority's (HPA) Fifth Lien Parking Revenue
Bonds, Series T of 2007, affecting $17.3 million in outstanding
debt. The outlook for the rating remains negative.

The bonds are secured by a fifth lien on the net revenues of the
HPA's Coordinated Parking System (CPS) as per the authority's 2007
trust indenture, and are subordinate to the Series N bonds issued
under the HPA's 1998 indenture (first lien), the Series O bonds
issued under the 1994 indenture (second lien), the Series J, P and
R bonds issued under the 1998 indenture (third lien), and the
Series K revenue notes issued under a loan agreement dated June 1,
2000 between the HPA and the York General Authority (fourth lien).
The Series T bonds hold a senior lien to the Series U bonds issued
under the 2011 indenture (sixth lien).

Summary Rating Rationale

The Ba3 rating reflects the HPA's exposure to the City of
Harrisburg's ongoing fiscal distress, uncertainties concerning the
timing and execution of the city's recovery plan under a state-
appointed receiver that could ultimately result in a Chapter 9
bankruptcy filing for the city. The rating also reflects the HPA's
weakened financial operations, open loop nature of the bond
security in relation to the city and the subordinate security
pledge for the bonds that places them behind several series of
senior bonds in the HPA security structure.

The negative outlook reflects Moody's belief that the HPA's credit
quality faces considerable downside risk from myriad uncertainties
surrounding the city's eventual exit from fiscal distress,
including the possibility that the HPA's assets might be taken by
a bankruptcy court to pay off a portion of the city's debts as
part of a future bankruptcy process. Trust indenture amendments
executed in July 2011 appear to prevent the sale or lease of HPA
assets without ensuring full bondholder security.

STRENGTHS

- Ability to raise parking fees

- Fully cash-funded debt service reserve funds for all series

- Essential nature of the parking enterprise as a city service

CHALLENGES

- Open loop financial relationship with distressed City of
   Harrisburg

- Mayoral appointment of authority board members

- Narrow liquidity and debt service coverage

- High degree of system leverage

WHAT COULD MOVE THE RATING UP (REMOVAL OF NEGATIVE OUTLOOK):

- Implementation of financial recovery solutions for the city
   that do not negatively impact HPA operations or bondholders

- Improved financial operations at the city level

- Improved financial operations at the authority level

WHAT COULD MOVE THE RATING DOWN:

- Actions related to the city's financial distress or recovery
   that could negatively affect the parking authority's operations

- Further narrowing of the parking authority's financial position

Rating Methodology

The rating for the Parking Authority bonds was assigned by
evaluating factors believed to be relevant to the credit profile
of the issuer such as i) the business risk and competitive
position of the issuer versus others within its industry or
sector, ii) the capital structure and financial risk of the
issuer, iii) the projected performance of the issuer over the near
to intermediate term, iv) the issuer's history of achieving
consistent operating performance and meeting budget or financial
plan goals, v) the nature of the dedicated revenue stream pledged
to the bonds, vi) the debt service coverage provided by such
revenue stream, vii) the legal structure that documents the
revenue stream and the source of payment, and viii) the issuer's
management and governance structure related to payment. These
attributes were compared against other issuers both within and
outside of the authority's core peer group and the authority's
rating is believed to be comparable to ratings assigned to other
issuers of similar credit risk.


HAWKER BEECHRAFT: Disputes Pilatus' $1MM Claim on Unpaid Royalties
------------------------------------------------------------------
Molly McMillin at The Wichita Eagle reports that a U.S. bankruptcy
judge on Aug. 14 considered Swiss planemaker Pilatus Aircraft's
claim that Hawker Beechcraft owes it more than $1 million in
royalties for use of intellectual property in the production of
T-6 military trainers, which uses a Pilatus design for its
airframe.  According to the report, the judge did not rule on the
claim and scheduled another hearing on Aug. 30.

The report notes Pilatus alleged that the amount owed has grown
since Hawker Beechcraft filed for Chapter 11 bankruptcy.  Pilatus
alleged that Hawker Beechcraft has continued to build and deliver
T-6 trainers without paying royalties and without submitting to
the company a required quarterly accounting of trainer sales.
Pilatus claimed that royalty payments stopped on the eve of Hawker
Beechcraft's filing for bankruptcy protection.

According to the report, Hawker Beechcraft disagreed with Pilatus'
claims in a filing last week, saying that payments in exchange for
intellectual property to Pilatus are "fully paid-up" because of
the settlement of a number of disputes between the two companies.
In addition, the company claims Pilatus has not shown that Hawker
Beechcraft is currently using any of Pilatus' intellectual
property or that Pilatus is providing a benefit to the company.

The report relates Pilatus called the company's allegations "wild,
unsupported suppositions."

                      About Hawker Beechcraft

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

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

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

The plan, to be filed by June 30, will give 81.9% of the new stock
to holders of $1.83 billion of secured debt, while 18.9% of the
new shares are for unsecured creditors.  The proposal has support
from 68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

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

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

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

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

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

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


HCSB FINANCIAL: Incurs $1.3 Million Net Loss in Second Quarter
--------------------------------------------------------------
HCSB Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.28 million on $5.18 million of total interest
income for the three months ended June 30, 2012, compared with a
net loss of $13.96 million on $6.67 million of total interest
income for the same period a year ago.

For the six months ended June 30, 2012, the Company reported a net
loss of $1.54 million on $10.72 million of total interest income
for the six months ended June 30, 2012, as compared to a net loss
of $21.64 million on $14.26 million of total interest income for
the same period during the prior year.

HCSB reported a net loss of $29.01 million in 2011, compared with
a net loss of $17.27 million in 2010

The Company's balance sheet at June 30, 2012, showed $531.02
million in total assets, $535.59 million in total liabilities and
a $4.57 million total shareholders' deficit.

"We note that there are no assurances that we will be able to
raise this capital on a timely basis or at all," the Company said
in its quarterly report for the period ended June 30, 2012.  "If
we continue to fail to meet the capital requirements in the
Consent Order in a timely manner, then this would result in
additional regulatory actions, which could ultimately lead to the
Bank being taken into receivership by the FDIC.  Our auditors have
noted that the uncertainty of our ability to obtain sufficient
capital raises substantial doubt about our ability to continue as
a going concern."

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

                        http://is.gd/N7EXZv

                       About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.


HEARTHSTONE HOMES: Ch. 11 Trustee Withdraws Bid to Disband Panel
----------------------------------------------------------------
C. Randel Lewis, the Chapter 11 trustee of Hearthstone Homes,
Inc., has signaled he is withdrawing his request to disband the
official unsecured creditors' committee formed in Hearthstone
Homes' case.

The Chapter 11 Trustee's request to disband the Committee was
reported in the June 5, 2012 edition of the Troubled Company
Reporter.  In the motion, the trustee said that the continuation
of the committee is no longer necessary because the committee's
duties are duplicative of those of the trustee.

The Creditors Committee was appointed on March 2, 2012.  The Court
entered an order appointing the Chapter 11 Trustee on March 21.

                    About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that Hearthstone Homes sought bankruptcy
protection after a deal to sell the company fell through.
Hearthstone Homes' principal business activities have been the
purchase, development and sale of residential real property for
40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

The U.S. Trustee appointed seven unsecured creditors to serve on
the Official Committee of Unsecured Creditors.


HOLLIFIELD RANCHES: Can Use KeyBank Cash Collateral Up to Dec. 31
-----------------------------------------------------------------
The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the
District of Idaho authorized Hollifield Ranches Inc. to access the
cash collateral of KeyBank, N.A., through Dec. 31, 2012.  KeyBank,
N.A., Metropolitan Life Insurance Company, J.R. Simplot and the
Official Committee of Unsecured Creditors consented to the cash
collateral order.

All parties entitled to adequate protection, including KeyBank,
are granted a security interest or lien interest or mortgage
interest.

Since filing for bankruptcy in September 2009, Hollifield Ranches
has obtained six interim cash collateral orders.

The Debtor said it needs the continued use of cash collateral to
pay ongoing operating expenses and says it will be unable to
continue operations and fund a Chapter 11 plan if access to cash
collateral is cut.

                     About Hollifield Ranches

Hansen, Idaho-based Hollifield Ranches Inc. filed for Chapter 11
bankruptcy (Bankr. D. Idaho Case No. 10-41613) on Sept. 9, 2010.
Hollifield Ranches owns a farming, cattle and dairy operation, and
allegedly is owed money for potatoes it sent to Cummins Family
Produce, Inc., for processing.  Brent T. Robinson, Esq., in
Rupert, Idaho, represents the Debtor.  The Debtor estimated assets
and debts at $10 million to $50 million as of the Chapter 11
filing.

The Debtor, which is run by Terry Hollifield, was forced to seek
bankruptcy after its dairy business encountered cash flow problems
in 2008 when the cost of feed was very high, and its cattle
business had problems with the falling price for livestock.

J. Justin May, Esq., at May, Browning & May, represents the
Official Committee of Unsecured Creditors.


HOLLIFIELD RANCHES: Creditors Committee, Keybank Object to Plan
---------------------------------------------------------------
The Official Unsecured Creditors Committee of Hollifield Ranches,
Inc., objects to confirmation of the Debtor's Fifth Amended
Chapter 11 Plan for Reorganization dated May 31, 2012, because the
plan does not satisfy the requirements of the absolute priority
rule.

J. Justin May, Esq., at May, Browning & May, tells the Court that
the Committee anticipates the unsecured creditors class will not
accept the Plan.  A plan may be "crammed down" only if it "does
not discriminate unfairly, and is fair and equitable" as to any
dissenting impaired class.

The Plan provides that Debtor will "retain all property of the
estate, except such personal property that is not needed by the
debtor for an effective reorganization."  After paying all
budgeted expenses, including proposed Plan payments, the debtor
anticipates a profit of $878,835 in 2013.  At the end of 2013, the
Debtor anticipates that it will have accumulated cash in the
amount of $2,324,381.  The budget for 2013 represents what the
Debtor believes to be a typical year post-confirmation.  If the
Debtor's budgets are accurate, the Debtor proposes to accumulate
and retain $2,324,381 plus more than $800,000 additional profit
each year for the 20 years necessary to complete its plan.  At the
same time, the Debtor proposes to pay its unsecured creditors at
an aggregate rate of $141,211.84 per year and to pay them no
interest.  This is neither fair nor equitable, according to Mr.
Mays.

KeyBank conditionally objects to the Plan, but only to the extent
that:

    A. the Debtor's Plan is not accompanied by a Court order
       approving a sale of the Debtor's assets;

    B. the order confirming the Debtor's Plan does not reflect a
       Court order approving the sale; and

    C. the Plan does not account for the full value of KeyBank's
       claim in the amount of $14.1 million as of May 2, 2012, and
       instead the Plan values KeyBank's claim in the amount of
       $14 million as of March 28, 2012.

                     About Hollifield Ranches

Hansen, Idaho-based Hollifield Ranches Inc. filed for Chapter 11
bankruptcy (Bankr. D. Idaho Case No. 10-41613) on Sept. 9, 2010.
Hollifield Ranches owns a farming, cattle and dairy operation, and
allegedly is owed money for potatoes it sent to Cummins Family
Produce, Inc., for processing.  Brent T. Robinson, Esq., in
Rupert, Idaho, represents the Debtor.  The Debtor estimated assets
and debts at $10 million to $50 million as of the Chapter 11
filing.

The Debtor, which is run by Terry Hollifield, was forced to seek
bankruptcy after its dairy business encountered cash flow problems
in 2008 when the cost of feed was very high, and its cattle
business had problems with the falling price for livestock.

J. Justin May, Esq., at May, Browning & May, represents the
Official Committee of Unsecured Creditors.


INDIANA STEEL: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Indiana Steel and Tube, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of Indiana its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                    $70,000
  B. Personal Property             $7,938,832
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,071,247
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $8,688
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $9,177,133
                                  -----------     -----------
        TOTAL                      $8,008,832     $19,257,067

A full-text copy of the schedules of assets and liabilities is
available free at http://bankrupt.com/misc/INDIANA_STEEL_sal.pdf

                    About Indiana Steel and Tube

Indiana Steel and Tube, Inc., filed a Chapter 11 petition (Bankr.
S.D. Ind. Case No. 12-91512) in New Albany, Indiana on
July 10, 2012.  Indiana Steel and Tube operates a cold roll steel
mill producing high quality steel tubing in Brownstown, Indiana.

The Debtor in early January 2012 began to experience some working
capital issues and an inventory imbalance.  Senior management made
a decision to liquidate some inventory in order to create
additional working capital liquidity.  By the end of February 2012
it became evident to senior management that while a portion of the
finished goods inventory had been liquidated the liquidity issue
had not improved and that there was a discrepancy between the
actual and book inventory.  Accounting firm Agresta, Storms &
O'Leary, PC, which was enlisted by the Debtor, discovered the
inventory discrepancy was substantial.  The Debtor notified its
lender Indiana Bank & Trust Co. of the issue, and continued to
investigate the issue with Agresta. The Debtor's investigation is
still ongoing.

As a result of the Debtor's inventory discrepancy, its cash
availability with IBT was significantly reduced.  Although IBT has
worked with the Debtor in stabilizing operations, the Debtor needs
additional liquidity to fill customer orders and reach optimal
operational efficiency.

The Debtor filed for Chapter 11 to obtain a better forum to seek
additional operating capital either through a sale or third party
investor.

Judge Basil H. Lorch III presides over the case.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, serve as the Debtor's counsel.

The petition was signed by Dillard Wittymore, III, chief executive
officer.


INDIANA STEEL: Has OK to Hire Agresta Storms as Fin'l Consultant
----------------------------------------------------------------
Indiana Steel And Tube, Inc., sought and obtained authorization
from the U.S. Bankruptcy Court for the Southern District of
Indiana to employ Agresta, Storms & O'Leary PC as financial
consultant and advisor effective nunc pro tunc to July 10, 2012.

The firm will, among other things:

      (a) advise, counsel, and assist the Debtor in preparing,
          modifying, and implementing a business and financial
          turnaround plan;

      (b) advise the Debtor on bankruptcy accounting and
          bankruptcy tax matters;

      (c) assist the Debtor with reporting to the Court,
          creditors, and to the Office of the U.S. Trustee on
          operations and financing matters;

      (d) assist the Debtor and the Debtor's counsel in
          monitoring, investigating, and assessing financial and
          operating information and other matters relative to the
          formulation and negotiation of a plan of reorganization,
          recapitalization, and sale; and

      (e) assist the Debtor with preparation and presentation of
          its financial forecasts and business plan;

The firm will calculate its fees for professional services based
upon hourly rates which vary by professional depending upon
experience and responsibility, but which currently range from $80
to $175 per hour.

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

                    About Indiana Steel and Tube

Indiana Steel and Tube, Inc., filed a Chapter 11 petition (Bankr.
S.D. Ind. Case No. 12-91512) in New Albany, Indiana on
July 10, 2012.  Indiana Steel and Tube operates a cold roll steel
mill producing high quality steel tubing in Brownstown, Indiana.

The Debtor in early January 2012 began to experience some working
capital issues and an inventory imbalance.  Senior management made
a decision to liquidate some inventory in order to create
additional working capital liquidity.  By the end of February 2012
it became evident to senior management that while a portion of the
finished goods inventory had been liquidated the liquidity issue
had not improved and that there was a discrepancy between the
actual and book inventory.  Accounting firm Agresta, Storms &
O'Leary, PC, which was enlisted by the Debtor, discovered the
inventory discrepancy was substantial.  The Debtor notified its
lender Indiana Bank & Trust Co. of the issue, and continued to
investigate the issue with Agresta. The Debtor's investigation is
still ongoing.

As a result of the Debtor's inventory discrepancy, its cash
availability with IBT was significantly reduced.  Although IBT has
worked with the Debtor in stabilizing operations, the Debtor needs
additional liquidity to fill customer orders and reach optimal
operational efficiency.

The Debtor filed for Chapter 11 to obtain a better forum to seek
additional operating capital either through a sale or third party
investor.

Judge Basil H. Lorch III presides over the case.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, serve as the Debtor's counsel.

In its schedules, the Debtor disclosed $8,008,832 in total assets
and $19,257,067 in total liabilities.  The petition was signed by
Dillard Wittymore, III, chief executive officer.


INDIANA STEEL: Sec. 341 Creditors' Meeting Set for Sept. 7
----------------------------------------------------------
The U.S. Trustee for the Southern District of Indiana will convene
a Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter
11 case of Indiana Steel And Tube, Inc., on Sept. 7, 2012, at
2:15 p.m. EDT at Rm 115 Federal Building, New Albany.

Objections to dischargeability must be filed by Nov. 6, 2012.

                    About Indiana Steel and Tube

Indiana Steel and Tube, Inc., filed a Chapter 11 petition (Bankr.
S.D. Ind. Case No. 12-91512) in New Albany, Indiana on
July 10, 2012.  Indiana Steel and Tube operates a cold roll steel
mill producing high quality steel tubing in Brownstown, Indiana.

The Debtor in early January 2012 began to experience some working
capital issues and an inventory imbalance.  Senior management made
a decision to liquidate some inventory in order to create
additional working capital liquidity.  By the end of February 2012
it became evident to senior management that while a portion of the
finished goods inventory had been liquidated the liquidity issue
had not improved and that there was a discrepancy between the
actual and book inventory.  Accounting firm Agresta, Storms &
O'Leary, PC, which was enlisted by the Debtor, discovered the
inventory discrepancy was substantial.  The Debtor notified its
lender Indiana Bank & Trust Co. of the issue, and continued to
investigate the issue with Agresta. The Debtor's investigation is
still ongoing.

As a result of the Debtor's inventory discrepancy, its cash
availability with IBT was significantly reduced.  Although IBT has
worked with the Debtor in stabilizing operations, the Debtor needs
additional liquidity to fill customer orders and reach optimal
operational efficiency.

The Debtor filed for Chapter 11 to obtain a better forum to seek
additional operating capital either through a sale or third party
investor.

Judge Basil H. Lorch III presides over the case.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, serve as the Debtor's counsel.

In its schedules, the Debtor disclosed $8,008,832 in total assets
and $19,257,067 in total liabilities.  The petition was signed by
Dillard Wittymore, III, chief executive officer.


INDIANA STEEL: Innisbrook Equity to Assist in Proposed Sale
-----------------------------------------------------------
Indiana Steel And Tube, Inc., sought and obtained permission from
the U.S. Bankruptcy Court for the Southern District of Indiana to
employ Innisbrook Equity Group to assist the Debtor in the
advertising, marketing and proposed sale of the Debtor's business
as a going concern or locating an equity investor.

IEG will, among other things:

      a. develop a marketing timetable that leads to a sealed bid
         deadline for offers for the Debtor's assets, in the form
         of sale and or restructuring/refinancing;

      b. prepare a comprehensive due diligence style virtual data
         room, that is hosted on a password protected basis, from
         information supplied to IEG by the Debtor;

      c. contact prospects who have executed appropriate non-
         disclosure agreements;

      d. schedule and attend inspections of the client facilities
         by prospects; and

      f. assist prospects in conforming with and making proposals
         by the sealed bid deadline.

For its services, IEG will be paid:

      a. fixed fee of $55,000 earned and payable on execution of
         the transaction consulting agreement with the Debtor;
         plus

      b. success fee at 3% of gross transaction proceeds, with a

      c. minimum fee of $160,000 as the combined total of the
         fixed and success fees.

The Debtor will have the option of choosing an alternate fee
structure where the fixed and success fees are amended:

      a. fixed fee $45,000 with success fee of 4%;
      b. fixed fee $35,000 with success fee of 5%;
      c. fixed fee $25,000 with success fee of 6%; or
      d. minimum fee of $160,000 unchanged as the combine total of
         the fixed and success fees.

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

                    About Indiana Steel and Tube

Indiana Steel and Tube, Inc., filed a Chapter 11 petition (Bankr.
S.D. Ind. Case No. 12-91512) in New Albany, Indiana on
July 10, 2012.  Indiana Steel and Tube operates a cold roll steel
mill producing high quality steel tubing in Brownstown, Indiana.

The Debtor in early January 2012 began to experience some working
capital issues and an inventory imbalance.  Senior management made
a decision to liquidate some inventory in order to create
additional working capital liquidity.  By the end of February 2012
it became evident to senior management that while a portion of the
finished goods inventory had been liquidated the liquidity issue
had not improved and that there was a discrepancy between the
actual and book inventory.  Accounting firm Agresta, Storms &
O'Leary, PC, which was enlisted by the Debtor, discovered the
inventory discrepancy was substantial.  The Debtor notified its
lender Indiana Bank & Trust Co. of the issue, and continued to
investigate the issue with Agresta. The Debtor's investigation is
still ongoing.

As a result of the Debtor's inventory discrepancy, its cash
availability with IBT was significantly reduced.  Although IBT has
worked with the Debtor in stabilizing operations, the Debtor needs
additional liquidity to fill customer orders and reach optimal
operational efficiency.

The Debtor filed for Chapter 11 to obtain a better forum to seek
additional operating capital either through a sale or third party
investor.

Judge Basil H. Lorch III presides over the case.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, serve as the Debtor's counsel.

In its schedules, the Debtor disclosed $8,008,832 in total assets
and $19,257,067 in total liabilities.  The petition was signed by
Dillard Wittymore, III, chief executive officer.


INDIANA STEEL: Has Court's Nod to Hire Taft Stettinius as Counsel
-----------------------------------------------------------------
Indiana Steel And Tube, Inc., sought and obtained permission from
the U.S. Bankruptcy Court for the Southern District of Indiana to
employ Taft Stettinius & Hollister LLP as counsel for the Debtor
effective nunc pro tunc to July 10, 2012.

Taft Stettinius will, among other things, prepare pleadings and
applications and conduct examinations incidental to administration
for these hourly rates:

      Jerald I. Ancel Partner                   $535
      Marlene Reich Partner                     $475
      Michael P. O'Neil Partner                 $475
      Paul T. Deignan Partner                   $490
      R. C. Richmond Partner                    $425
      Jeffrey J. Graham, Partner                $380
      Andrew T. Kight, Partner                  $370
      John R. Humphrey Partner                  $380
      Erin C. Nave Associate                    $235
      Celeste A. Brodnik Paralegal              $245

Taft Stettinius received a prepetition retainer for this
representation in the amount of $20,000.

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

                    About Indiana Steel and Tube

Indiana Steel and Tube, Inc., filed a Chapter 11 petition (Bankr.
S.D. Ind. Case No. 12-91512) in New Albany, Indiana on
July 10, 2012.  Indiana Steel and Tube operates a cold roll steel
mill producing high quality steel tubing in Brownstown, Indiana.

The Debtor in early January 2012 began to experience some working
capital issues and an inventory imbalance.  Senior management made
a decision to liquidate some inventory in order to create
additional working capital liquidity.  By the end of February 2012
it became evident to senior management that while a portion of the
finished goods inventory had been liquidated the liquidity issue
had not improved and that there was a discrepancy between the
actual and book inventory.  Accounting firm Agresta, Storms &
O'Leary, PC, which was enlisted by the Debtor, discovered the
inventory discrepancy was substantial.  The Debtor notified its
lender Indiana Bank & Trust Co. of the issue, and continued to
investigate the issue with Agresta. The Debtor's investigation is
still ongoing.

As a result of the Debtor's inventory discrepancy, its cash
availability with IBT was significantly reduced.  Although IBT has
worked with the Debtor in stabilizing operations, the Debtor needs
additional liquidity to fill customer orders and reach optimal
operational efficiency.

The Debtor filed for Chapter 11 to obtain a better forum to seek
additional operating capital either through a sale or third party
investor.

Judge Basil H. Lorch III presides over the case.

In its schedules, the Debtor disclosed $8,008,832 in total assets
and $19,257,067 in total liabilities.  The petition was signed by
Dillard Wittymore, III, chief executive officer.


INDIANA STEEL: Obtains Court's Final OK to Obtain DIP Financing
---------------------------------------------------------------
Indiana Steel And Tube, Inc., sought and was granted final
authorization from the Hon. Basil H. Lorch III of the U.S.
Bankruptcy Court for the Southern District of Indiana to obtain
secured post-petition financing of up to $8.5 million from Indiana
Bank and Trust Company.  The maturity date will be Nov. 30, 2012.

As security for the post-petition indebtedness, the Senior DIP
Lender is granted valid and perfected security interests in, and
liens on all assets of the Debtor.

The Debtor acknowledged that from time to time prior to the
Petition Date, the Senior Lender loaned money to or for the
benefit of Debtor, pursuant to the terms and conditions of that
certain loan agreement, dated as of Aug. 23, 2010, as amended, and
evidenced by a Promissory Note dated Aug. 23, 2010, in the
original principal amount of $7,000,000.  The Debtor was liable to
the Senior Lender in respect of loans made pursuant to the lender
pre-petition agreements in the approximate aggregate principal
amount of $10,030,000.  The Debtor granted to Senior Lender a
security interest in, and a lien upon, substantially all of its
assets.

The Debtor said that it does not have sufficient available sources
of working capital and financing to operate its business in the
ordinary course of business or operate its business and maintain
its property in accordance with state and federal law without the
DIP Facility and the use of the Cash Collateral.  The Debtor's
ability to maintain business relationships with vendors, suppliers
and customers, to pay employees and otherwise finance its
operations, is essential to the Debtor's continued viability and
pursuit of its planned sale of its assets or the refinancing of
its obligations.

The Court ruled that the Debtor is allowed to use the Cash
Collateral to provide adequate protection to the Senior Lender
with respect to any diminution in the value of the Senior Lender's
interest in the pre-petition collateral resulting from the use of
the Cash Collateral, the use, sale or lease of the pre-petition
collateral and the imposition of the automatic stay.  As adequate
protection for any diminution in the value of the Collateral, the
Senior Lender is granted valid and perfected, replacement security
right, title and interest in, to and under the Collateral.  The
Senior Lender is granted superpriority claims.

                    About Indiana Steel and Tube

Indiana Steel and Tube, Inc., filed a Chapter 11 petition (Bankr.
S.D. Ind. Case No. 12-91512) in New Albany, Indiana on
July 10, 2012.  Indiana Steel and Tube operates a cold roll steel
mill producing high quality steel tubing in Brownstown, Indiana.

The Debtor in early January 2012 began to experience some working
capital issues and an inventory imbalance.  Senior management made
a decision to liquidate some inventory in order to create
additional working capital liquidity.  By the end of February 2012
it became evident to senior management that while a portion of the
finished goods inventory had been liquidated the liquidity issue
had not improved and that there was a discrepancy between the
actual and book inventory.  Accounting firm Agresta, Storms &
O'Leary, PC, which was enlisted by the Debtor, discovered the
inventory discrepancy was substantial.  The Debtor notified its
lender Indiana Bank & Trust Co. of the issue, and continued to
investigate the issue with Agresta. The Debtor's investigation is
still ongoing.

As a result of the Debtor's inventory discrepancy, its cash
availability with IBT was significantly reduced.  Although IBT has
worked with the Debtor in stabilizing operations, the Debtor needs
additional liquidity to fill customer orders and reach optimal
operational efficiency.

The Debtor filed for Chapter 11 to obtain a better forum to seek
additional operating capital either through a sale or third party
investor.

Judge Basil H. Lorch III presides over the case.

In its schedules, the Debtor disclosed $8,008,832 in total assets
and $19,257,067 in total liabilities.  The petition was signed by
Dillard Wittymore, III, chief executive officer.


INNER CITY: Parent Sues Over Taking of $1 Million in Artwork
------------------------------------------------------------
Jake Simpson at Bankruptcy Law360 reports that the parent company
of Inner City Media Corp. sued the bankrupt firm's senior lenders,
chief restructuring officer and others in New York bankruptcy
court Monday for removing $1.1 million in artwork that the lenders
allegedly had no claim to from Inner City Media's offices.

Rachel Feintzeig at Dow Jones' DBR Small Cap reports that Inner
City Broadcasting Corp. is suing the Debtor, the restructuring
professional at that business's helm and a group of senior lenders
for refusing to return "unique and valuable artwork" that once
decorated the halls of Inner City's New York offices.

                          About Inner City

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


JEANNE BUSSARD: Judge Places Firm in Receivership
-------------------------------------------------
Courtney Mabeus at The Frederick News Post reports that Frederick
County Circuit Court Judge G. Edward Dwyer granted a state request
to place the Jeanne Bussard Center into receivership, potentially
paving the way for the beleaguered organization to be reorganized
and reopened.

The center's executive director Jeanne Dalaba did not attend the
brief hearing, which lasted about 15 minutes, nor was a lawyer
present on the center's behalf, according to The Frederick News
Post.

"We're going to go over to the center and look inside and have the
locks changed," the report quoted The Frederick News Post Raymond
Peroutka, Jr., managing director and CEO of Invotex Group as
saying.  Invotex is the accounting, economic, financial and
regulatory consulting firm that is taking over the center on
behalf of the Maryland Department of Health and Mental Hygiene's
Developmental Disabilities Administration, The Frederick News Post
notes.

The Frederick News Post says that the Internal Revenue Service
filed liens against the center totaling $466,366 earlier this
summer. In July, the 47-year-old non-profit mysteriously shut its
doors to its employees and clients.  The report discloses that Mr.
Dalaba told the DDA last month that she had been fired by the
center's board of directors July 5.  The board then immediately
resigned, Mr. Dalaba told the DDA, The Frederick News Post notes.

Invotex has 30 days to file an initial report to the court on its
findings. It will begin to comb through the center, including its
documents immediately, Mr. Peroutka said.

"What we'll try to determine is how big the problem is, how deep
the problem is," Mr. Peroutka said, the report adds.


JEFFERSON COUNTY, AL: BofA Sells Sewer Bonds, Drops Appeal
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bank of America NA sold most of the $225.7 million
defaulted Jefferson County, Alabama, sewer bonds that it owned and
dropped out of the appeal from rulings by the bankruptcy judge
ousting the bondholders' receiver from control of the sewage
system and its revenue.

Lance Duroni at Bankruptcy Law360 reports that the Eleventh
Circuit on Tuesday permitted Bank of America to back out of an
appeal stemming from the Jefferson County, Ala., bankruptcy after
the bank dumped most of the $225.7 million of county sewer bonds
it held.

Bankruptcy Law360 relates that according to an order filed with
the appeals court, Bank of America and affiliate Blue Ridge
Investments LLC can withdraw from a multiparty appeal of a
bankruptcy court's January decision that curbed the power of the
receiver for the county's insolvent sewer system.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JSK PARTNERSHIP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: JSK Partnership
        5028 Varna Ave.
        Sherman Oaks, CA

Bankruptcy Case No.: 12-17040

Chapter 11 Petition Date: August 6, 2012

Court: United States Bankruptcy Court

Judge: Maureen Tighe

Debtor's Counsel: Rachel S. Ruttenberg, Esq.
                  LAW OFFICES OF MARK E. GOODFRIEND
                  16255 Ventura Blvd., Suite 205
                  Encino, CA 91436
                  Tel: (818) 783-8866
                  Fax: (818) 783-5445
                  E-mail: rruttenberg@gmail.com

Scheduled Assets: $797,000

Scheduled Liabilities: $1,919,000

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-17040.pdf

The petition was signed by Jim Klodaro, general partner.


K-V PHARMACEUTICAL: Investors Are Majority on Committee
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that K-V Pharmaceutical Co. has an official creditors'
committee with five members, including Deutsche Bank Trust Co.
Americas as indenture trustee.

According to the report the committee, appointed by the U.S.
Trustee on Aug. 13, includes two trade suppliers along with
investment funds advised by Susquehanna Advisors Group Inc. and
S.A.C. Capital Advisors LP.  K-V is operating with use of $40.1
million cash representing collateral for $225 million in senior
notes.

The report notes the first-lien notes traded on Aug. 8 for 31
cents on the dollar, according to Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority.  The notes
traded on Aug. 13 for 3.563 cents on the dollar, Trace said.

                 About K-V Pharmaceutical Company

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

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

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


K-V PHARMACEUTICAL: Delays Form 10-Q for June 30 Quarter
--------------------------------------------------------
K-V Pharmaceutical Company informed the U.S. Securities and
Exchange Commission that the filing of its Form 10-Q for the three
months ended June 30, 2012, is being delayed to provide additional
time for management to complete its procedures and financial
analysis associated with the Consolidated Financial Statements and
applicable disclosures.

The Chapter 11 filings require the Company to make extensive
changes to the financial and other disclosures that would
otherwise be included in its Form 10-Q.  As a result, the Company
was not able to complete this Form 10-Q by the filing deadline of
Aug. 9, 2012, without unreasonable effort and expense.

                  About K-V Pharmaceutical Company

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

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

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

K-V Pharmaceutical said it continues to operate during the
reorganization.


KRYSTAL INFINITY: Limousine Maker Files for Chapter 11
------------------------------------------------------
Krystal Infinity LLC filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-19701) on Aug. 14, 2012, in Santa Ana,
California.

Krystal Infinity manufactures and sells stretch limousines,
limousine vans, shuttle buses, limousine busses and hearses.  The
business was acquired by the Debtor through a 11 U.S.C. Sec. 363
sale conducted by Krystal Koach, Inc. (Case No. 10-26547) in
January 2011.

In the new Chapter 11 case, the Debtor estimated assets and debts
of $10 million to $50 million as of the Chapter 11 filing.  The
formal schedules of assets and liabilities are due Aug. 28.

The Debtor's primary secured creditor is East West Bank.  The
Debtor owes EWB $5.3 million on an asset based revolving line of
credit and $1.19 million on an equipment note.

"A number of factors have caused the Debtor to run out of the
liquidity necessary to enable the Debtor to purchase new chassis
from which to build new vehicles and to pay all of its debts at
this time, which has necessitated the filing of the Debtor's
Chapter 11 case," says Walter Bowser, CFO of Krystal Infinity.

According to Mr. Bowser, the Debtor is continuing with its efforts
to try to find a buyer for its business or an investor to provide
the Debtor with additional liquidity.  The Debtor does not
currently have sufficient capital available to it to purchase new
chassis from which to build new vehicles.

The Debtor had total revenue in 2011 of roughly $54 million, and
has had total revenue in 2012 year-to-date of roughly $30 million.

                      Production to Continue

The Debtor currently owns roughly 51 chassis which are in various
stages of production to convert them into finished vehicles for
sales to customers, according to a court filing.

Mr. Bowser relates that if the Debtor completes production on its
existing vehicles and sells the real estate owned by its
subsidiary, the Debtor will be able to repay all of its secured
debt in full and have a sizeable sum available for distribution to
its unsecured creditors.

On the other hand, he says, if the Debtor ceases operations, the
creditors would suffer an economic catastrophe as the liquidation
value of the current assets would be a tiny fraction of the
revenue the Debtor will be able to generate from completing
production of existing vehicles.

                         Mexico Operations

Roughly 85% of the Debtor's vehicle manufacturing work is
completed in Mexico through an affiliate Krystal International.
All of the existing 51 chassis have already been transported to
the U.S. and no further manufacturing in Mexico is contemplated
unless and until the secured creditors have been paid in full.
The Debtor though still utilizes certain employees in the country.
A list says Krystal has 19 employees with weekly payroll totaling
MXN67,285 ($5,176).

                         First Day Motions

On the petition date, the Debtor filed emergency motions to use
cash collateral, grant adequate assurance of payment to utilities,
honor prepetition obligations to customers, pay prepetition wages,
and use cash collateral.

The Debtor said that as adequate protection of the use of cash
collateral, the Debtor will grant EWB replacement liens will make
weekly payments of EWB in the amount of $150,000, which will serve
to pay down the outstanding balance on the revolver.  The weekly
payments are expected to continue through the week ending Oct. 19,
2012, at which point the Debtor projects paying off the remaining
balance (projected to be in the amount of $4.65 million).

The Debtor intends to pay wages of 34 employees in the U.S. as
well as wages and severance payments for employees in Mexico.

The Debtor said the Mexico employees are owed wages and severance,
which, if not paid, could severely disrupt the Debtor's and its
affiliate's ability to wind down operations in Mexico, which in
turn will severely impact the Debtor's ability to implement its
restructuring goals.

The Debtor is represented by Ron Bender, Esq., at Levene, Neale,
Bender, Yoo & Brill LLP, in Los Angeles.


LEAP WIRELESS: S&P Raises Sr. Unsecured Debt Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on the senior unsecured debt at Leap Wireless International Inc.
subsidiary Cricket Communications Inc. to 'B-' from 'CCC+' and
revised the recovery rating to '3' from '5'. "The '3' recovery
rating indicates our expectations for meaningful (50%-70%)
recovery in the event of a payment default," S&P said.

"The upgrade reflects our revised approach to recovery analysis of
wireless carriers in our default scenarios. We estimate enterprise
value in a default scenario by using either a multiple of
projected emergence-level EBITDA or a discrete asset value, based
on the book value of spectrum and a discounted value of network
assets. In Leap's case, our valuation is based on the discrete
asset approach and this resulted in a higher enterprise value for
Leap such that the unsecured notes at Cricket had sufficiently
higher recovery prospects to revise the recovery rating to '3',
which resulted in the issue-level upgrade to 'B-', the same as the
corporate credit rating on Leap," S&P said.

"All other ratings on Leap and Cricket remain unchanged, including
the 'B+' senior secured debt rating on Cricket and the 'CCC'
senior unsecured debt rating on Leap. The outlook remains stable,"
S&P said.

RATINGS LIST

Leap Wireless International Inc.
Corporate Credit Rating             B-/Stable/--

Upgraded; Recovery Ratings Revised
                                     To                From
Cricket Communications Inc.
Senior Unsecured                    B-                CCC+
   Recovery Rating                   3                 5


LEGENDS GAMING: U.S. Trustee Objects to Casino's Breakup Fee
------------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that the
federal overseer in the owner of Diamond Jacks Casinos' Chapter 11
case is objecting to the company's plan to sell its assets, which
includes a $3.75 million breakup fee for the lead bidder that, he
said, "may be inappropriate."

                       About Legends Gaming

Legends Gaming LLC, own gaming facilities located in Bossier City,
Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.


LEHMAN BROTHERS: Laurel Cove Insists on Claim
---------------------------------------------
Laurel Cove Development, LLC, vehemently disputes the theory that
Lehman Brothers Holdings, Inc., does not have any liability over
Claim No. 17763.  Laurel Cove explains that it entered into a
construction agreement with LBHI and no other entity.

"The mere fact that LBHI may have sold its rights and interests in
the loan accompanying the construction agreement to a third party
does not alter the fact that LBHI, and not some third party with
which Laurel Cove has no privity, remains liable to Laurel Cove
for any damages in connection with its breach of the Construction
Loan Agreement," Ronald M. Terenzi, Esq., at Stagg, Terenzi,
Confusione & Wabnik LLP, in New York, argues.

Accordingly, Laurel Cove asks the Court to overrule LBHI's
objection to the claim and allow the claim in its entirety.

As reported in the July 9, 2012 edition of the Troubled Company
Reporter, the Debtors are asking the bankruptcy court to disallow
and expunge Claim No. 17763 filed by Laurel Cove.

The real estate developer seeks $150 million in damages for
Lehman's alleged failure to fund the acquisition and development
of 1,120 acres of land in Williamson County, Tennessee.  In court
papers, Lehman argued that it has no liability for the claim since
it sold all of its rights and interests in the loan before Laurel
Cove asked for funding.  The company is also opposing Claim No.
17588 filed by Logan Hotels and Resorts, Mexico, S.A. de c.v.

The Court will hold a hearing on the dispute on Aug. 23.

                       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 Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch 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 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 US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LIBERTY HARBOR: Has Until Aug. 21 to Propose Ch. 11 Plan
--------------------------------------------------------
The U.S. Bankruptcy court for the District of New Jersey Liberty,
in a bridge order, extended from Aug. 15, 2012, until Aug. 21,
Harbor Holding, LLC, et al.'s exclusive period to file a proposed
plan of reorganization.  There's a hearing on Aug. 20 at 10 a.m.
to consider further extensions.

                        About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Banrk. D. N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Liberty, as
of April 16, 2012, had total assets of $350.08 million, comprising
of $350 million of land, $75,000 in accounts receivable and $458
cash.  The Debtor says that it has $3.62 million of debt,
consisting of accounts payable of $73,500 and unsecured non-
priority claims of $3,540,000.  The Debtor's real property
consists of Block 60, Jersey City, NJ 100% ownership Lots 60, 70,
69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.

Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).

Judge Novalyn L. Winfield presides over the case.  The petition
was signed by Peter Mocco, managing member.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three
creditors to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of the Debtor.


LIGHTSQUARED INC: Harbinger to Resolve Disputes
-----------------------------------------------
Secured lenders to LightSquared Inc. and owner Harbinger Capital
Partners LLC are being called on by U.S. Bankruptcy Judge
Shelley C. Chapman to work out a solution to disputes parties
often resolve among themselves.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the lenders filed a motion that came to Judge Chapman
for hearing Aug. 14.  The lenders wanted the judge to compel
Harbinger, LightSquared's controlling shareholder, to turn over
documents and other information that might lay the foundation for
a lawsuit.  Harbinger resisted, saying the idea of a lawsuit was
"utter nonsense comprised of baseless and disingenuous allegations
or flat out misstatements."

The report relates Judge Chapman told both sides at the Aug. 14
hearing to work out their differences regarding the production of
documents and information.  In the meantime, she extended a
deadline from Sept. 11 to Sept. 28 for creditors to raise
objections to the validity of pre-bankruptcy secured debt.

The report notes the lenders believe that LightSquared "made
preferential transfers to or for the benefit of Harbinger" within
one year of bankruptcy.  The group also argues that unsecured debt
was converted to secured debt, without equivalent value provided
by Harbinger in return.  LightSquared is developing a wireless
communications system using earth-based and satellite technology.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.

The Office of the U.S. Trustee has not appointed a statutory
committee of unsecured creditors.


LONG ISLAND RUBBISH: Wants Involuntary Ch.11 Petition Dismissed
---------------------------------------------------------------
Long Island Rubbish Removal Eastern Corp. is asking the U.S.
Bankruptcy Court to dismiss the involuntarily chapter 11
bankruptcy petition filed against it by Winters Bros. Holdings,
LLC.

The Alleged Debtor claims the involuntary petition was filed in
"bad faith".

Robert S. Arbeit, Esq., attorney for the Debtor, explains in a
court filing that Winter Bros. and the Alleged Debtor are engaged
in the refuse collection in the New York metropolitan area.
Winter Bros. filed money judgments in the Clerk of the County of
Suffolk against the Alleged Debtor in January 2011.  Until the
filing of those judgments the Alleged Debtor had been making
regular payments to the Winter Bros.  In January 2011, Winter
Bros. refused to accept further payments from the Alleged Debtor
and filed the judgments.

Winter Bros. has not exhausted state court judgment collection
remedies available to it, Mr. Arbeit said.

Mr. Arbeit also says the involuntary petition is defective because
it fails to meet the threshold requirement of having the minimum
number of 3 petitioning creditors as the Debtor has more than 12
creditors.

A hearing is scheduled Aug. 22 at 1:30 p.m.

Attorneys of the Debtor can be reached at:

         Robert S. Arbeit, Esq.
         PINKS, ARBEIT & NEMETH, ESQS.
         140 Fell Court, Suite 303
         Hauppauge, NY 11788
         Tel: (631) 234-4400
         robert@pinksarbeit.com

Winters Bros. Holdings, LLC, of West Bay Shore, New York, filed an
involuntary Chapter 11 petition against Long Island Rubbish
Removal Eastern Corp. (Bankr. E.D.N.Y. Case No. 12-73870) in
Central Islip on June 21, 2012.  Winters Bros. is represented by
the Law Offices of Raymond A. Giusto, P.C.


LUMBER PRODUCTS: Court OKs Kiemle & Hagood as Real Estate Broker
----------------------------------------------------------------
Edward C. Hostmann, the Chapter 11 trustee for Lumber Products,
sought and obtained permission from the U.S. Bankruptcy Court to
employ Kiemle & Hagood as real estate broker to assist the Trustee
in selling the Debtor's "Barker Road Property" in Spokane,
Washington.

The Chapter 11 Trustee seeks to compensate Kiemle & Hagood at its
usual and customary commission rate of 5% of the sale price of the
Property, to be paid out of the sale proceeds.

The Chapter 11 Trustee attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                     About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


LUMBER PRODUCTS: Case Trustee Seeks Short Exclusivity Extension
---------------------------------------------------------------
Edward C. Hostmann, the Chapter 11 Trustee of Lumber Products'
bankruptcy case, has filed a motion seeking an extension of his
deadline to file a Plan of Reorganization and Disclosure Statement
from July 31, 2012, to Aug. 17, 2012.

The Chapter 11 Trustee said he is negotiating with the Debtor's
secured creditors regarding their plan treatment.  The Trustee is
also in discussions with the Unsecured Creditors Committee
regarding the plan.  The Trustee expects to conclude such
negotiations soon, but is uncertain as to the date such
negotiations will be concluded.

The deadline for filing proofs of claim expired Aug. 13, 2012, and
the Chapter 11 Trustee believes it will be beneficial to have seen
all timely-filed proofs of claim before the Trustee files the plan
and disclosure statement.

The primary secured creditors of the Debtor and the Unsecured
Creditors Committee did not oppose the request.

                     About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


MARIANAS RETIREMENT FUND: Judge Lauds Attempt at Bankruptcy
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although the Northern Mariana Islands Retirement Fund
wasn't entitled to reorganize in Chapter 11, the bankruptcy judge
lauded the effort and criticized the islands' government.

According to the report, at a hearing in July to approve payment
of legal costs in the aborted bankruptcy reorganization, U.S.
Bankruptcy Judge Robert J. Faris in Honolulu said the islands'
government, "if anyone," should have a "guilty conscience." Judge
Faris said it was "ironic" how the commonwealth government
expressed concern for the fiscal well-being of the retirement fund
when it was the government's failure to make pension contributions
that led to the attempted bankruptcy.  The judge said it was
"probably true" that the attempted Chapter 11 reorganization was a
"hail Mary pass."  Still, there are sometimes no "realistic
alternatives," Judge Faris said, given the government's failure to
fund promised pensions.

The report relates Judge Faris approved reduced compensation of
$488,900 sought by Brown Rudnick LLP, the Boston-based firm that
represented the retirement fund.  To insure fees are paid, Judge
Faris ruled that the retirement fund's bankruptcy won't be
dismissed until the authorized compensation is actually paid.  As
yet, the Chapter 11 case hasn't been dismissed.

The report notes Brown Rudnick said it gave free legal advice to
the retirement fund for six months before the Chapter 11 filing,
running up what would have been $187,000 in fees.  The firm also
agreed to represent the fund in bankruptcy for $475 an hour, a
20% discount from the firm's normal fees.  During the bankruptcy
effort, the firm said it wrote off another $95,000 in time
charges.  Brown Rudnick eventually agreed with the retirement fund
to reduce fees by 36%, or an additional $277,000, to reach the
$488,800 total Judge Faris formally approved on July 30.

According to the report, Judge Faris said at the July fee-approval
hearing that Brown Rudnick's voluntary reduction more than offset
objections to payment.  Judge Faris said he wanted the fees paid
"immediately," according to the report

The report relates Judge Faris ruled at a June 1 hearing that the
fund wasn't eligible for Chapter 11 because it is an agent of the
commonwealth's government.  He wrote a formal opinion on June 13
explaining his reasons.  Judge Faris said the effort to use
Chapter 11 was "praiseworthy even though it cannot succeed."

                     About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

An official committee of unsecured creditors, consisting of Fund
members, has been appointed in the case.

U.S. Bankruptcy Judge Robert J. Faris held a hearing on June 1,
2012, where he said from the bench that the fund isn't eligible
for Chapter 11 because it's an agent of the commonwealth
government.  The judge, however, said he won't formally dismiss
the case until July or August.


MEDIACOM BROADBAND: Moody's Rates $300MM Sr. Unsec. Bonds 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the $300 million
proposed senior unsecured bonds of Mediacom Broadband (Broadband),
a wholly owned operating subsidiary of Mediacom Communications
Corporation (Mediacom). The company expects to use proceeds
primarily to fund a tender for a portion of Broadband's 8.5%
senior unsecured bonds maturing October 2015.

Mediacom Broadband LLC

    $300M Senior Unsecured Bonds, Assigned B3, LGD5, 88%

Ratings Rationale

Moody's considers the transaction an opportunistic extension of
the maturity profile which could reduce interest expense. On
August 8, Moody's rated Broadband's proposed $200 million first
lien term loan, with proceeds expected to repay Broadband's
revolver ($129 million outstanding) and increase balance sheet
cash. That transaction would increase gross debt and reduce
borrowings under the revolver, which the company had been using as
a vehicle to repay debt with free cash flow, but would not
materially impact net debt. Over the next year, Moody's expects
Mediacom to continue to reduce absolute debt levels, in line with
its pattern since the March 2011 privatization of lowering
leverage through a combination of debt reduction and modest EBITDA
growth. This commitment to improving the credit profile has been a
key support of the company's B1 corporate family rating.

Mediacom's leverage of slightly below 6 times debt-to-EBITDA
(based on trailing twelve months through June 30, 2012), combined
with weaker than peers operating trends, constrain its B1
corporate family rating. The company continues to underperform
most of its peers in terms of subscriber additions. However,
despite intense competition for all products and the maturity of
the core video product, Moody's believe the commercial and high
speed data business present good growth prospects for Mediacom,
and the company has improved its subscriber trends on a sequential
basis relative to its own historic performance over the past
several quarters. The relative stability of the cable TV business
also supports the rating, and recent investments in customer
service and improving the video offering could stem video
subscriber losses. Mediacom's good liquidity affords it the time
and flexibility to invest in its operations and to improve its
credit profile, and revenue and EBITDA have grown despite weak
subscriber trends. However, Moody's remains concerned about the
company's inability to offset losses in video customers with gains
in high speed data and voice customers, as well as the erosion of
video penetration to below 40%.

The stable outlook assumes that Mediacom will utilize the bulk of
its free cash flow to repay debt over the next 12 to 18 months,
will refrain from additional leveraging activities during this
time frame, and that subscriber trends will improve. The outlook
also incorporates expectations for modest revenue and EBITDA
growth, which, combined with the debt repayment, should enable the
company to sustain leverage below 6 times, as well as maintenance
of good liquidity.

A material weakening of operating performance due to either
escalating competitive pressure or technological changes, or
deterioration of the liquidity profile could pressure the rating
down. Any material use of cash outside of debt reduction or
increase in leverage over the next 12 to 18 months would also
likely result in a negative rating action.

The potential for shareholder rewards based on the new ownership
structure and the relatively weak subscriber trends constrain the
rating. Moody's would consider a positive rating action with
expectations for sustained debt-to-EBITDA below 5 times and
sustained free cash flow in excess of 5% of debt.

With its headquarters in Middletown, New York, Mediacom
Communications Corporation (Mediacom) offers traditional and
advanced video services such as digital television, video-on-
demand, digital video recorders, and high-definition television,
as well as high-speed Internet access and phone service. The
company operates through two wholly owned subsidiaries, Mediacom
Broadband and Mediacom LLC, and primarily serves smaller cities in
the midwestern and southeastern United States. Its annual revenue
is approximately $1.6 billion.

The principal methodology used in rating Mediacom Broadband was
the Global Cable Television Industry Methodology published in July
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


MEDIACOM BROADBAND: S&P Rates $300MM Senior Notes 'B-'
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '6' recovery rating to $300 million of senior notes to
be issued by Mediacom Broadband LLC (B+/Stable/--) and Mediacom
Broadband Corp. "The '6' recovery rating indicates our
expectations for negligible (0%-10%) recovery in the event of a
payment default. The issuers are subsidiaries of Middletown,
N.Y.-based cable-TV operator Mediacom Communications Corp.
(B+/Stable/--). We expect proceeds will be used to tender for a
portion of the company's existing 8.5% senior notes due 2015. As a
result, we expect interest expense to modestly decline, and
consolidated leverage (adjusted for operating leases and accrued
interest) to remain unchanged, at about 5.6x as of June 30, 2012.
Over the intermediate term, we believe the company will maintain
leverage below our 7x threshold for the current rating, barring a
shift toward a more aggressive financial policy," S&P said.

The ratings on Mediacom reflect a "highly leveraged" financial
risk profile, a mature core video business with modest revenue
growth prospects, below-industry-average video, high-speed data
(HSD), and telephony penetration, and competitive pressures on
both the video customer base from direct-to-home satellite-TV
providers and HSD customers from telephone companies. Partly
tempering these factors are the company's position as the leading
provider of pay-TV services in its markets and expectations for
limited video competition from the local telephone operators.

RATINGS LIST

Mediacom Communications Corp.
Corporate Credit Rating              B+/Stable/--

New Ratings

Mediacom Broadband LLC
Mediacom Broadband Corp.
Senior Unsecured
$300 mil. senior nts                 B-
   Recovery Rating                    6


MOHEGAN TRIBAL: Files Form 10-Q, Posts $9MM Income in Fiscal Q3
---------------------------------------------------------------
Mohegan Tribal Gaming Authority filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $9.02 million on $344.43 million of net revenues for
the three months ended June 30, 2012, compared with net income of
$28.66 million on $361.37 million of net revenues for the same
period during the prior year.

The Company reported net income of $47.30 million on $1.04 billion
of net revenues for the nine months ended June 30, 2012, compared
with net income of $65.88 million on $1.04 billion of net revenues
for the same period during the previous year.

The Company's balance sheet at June 30, 2012, showed $2.22 billion
in total assets, $2.01 billion in total liabilities and $207.83
million in total capital.

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

                       http://is.gd/YcEgeP

               About Mohegan Tribal Gaming Authority

Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, or
the Tribe, a federally-recognized Indian tribe with an
approximately 507-acre reservation situated in Southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive authority to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex located on a 185-acre site on the Tribe's reservation.
Through its subsidiary, Downs Racing, L.P., the Authority also
owns and operates Mohegan Sun at Pocono Downs, a gaming and
entertainment facility located on a 400-acre site in Plains
Township, Pennsylvania, and several off-track wagering facilities
located elsewhere in Pennsylvania.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about the Authority's ability to continue as a
going concern following the 2011 annual report.  The independent
auditors noted that of the Authority's total debt of $1.6 billion
as of Sept. 30, 2011, $811.1 million matures within the next
twelve months, including $535.0 million outstanding under the
Authority's Bank Credit Facility which matures on March 9, 2012,
and the Authority's $250.0 million 2002 8% Senior Subordinated
Notes which mature on April 1, 2012.  In addition, a substantial
amount of the Authority's other outstanding indebtedness matures
over the following three fiscal years.

                           *     *     *

As reported by the TCR on March 14, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Uncasville,
Conn.-based Mohegan Tribal Gaming Authority (MTGA) to 'B-' from
'SD'.

"The upgrade to 'B-' reflects our reassessment of the Authority's
capital structure following the completion of its comprehensive
debt refinancing plan," said Standard & Poor's credit analyst
Melissa Long.  "While the completed transactions were not a de-
leveraging event, the post-exchange capital structure
substantially reduced MTGA's debt maturities over the next few
years," S&P said.

In the March 2, 2012, edition of the TCR, Moody's Investors
Service revised Mohegan Tribal Gaming Authority's Probability of
Default Rating to Caa1\LD from Caa3 following the completion of a
debt exchange transaction which Moody's views as a distressed
exchange.  Concurrently, Moody's raised MTGA's Corporate Family
Rating ("CFR") to Caa1 from Caa3 and revised its rating outlook to
stable from negative to reflect its improved credit profile as a
result of the exchange and recent debt covenant amendments.


MORGAN INDUSTRIES: To Liquidate Assets Under Chapter 11 Plan
------------------------------------------------------------
Morgan Industries Corporation and its debtor-affiliates have filed
a Chapter 11 plan of liquidation in the U.S. Bankruptcy Court for
the District of New Jersey.  The Official Committee of Unsecured
Creditors is a co-proponent of the Plan.

The Debtors said the Plan is a liquidating plan and does not
contemplate the continuation of the Debtors' businesses.  The
Debtors have substantially completed liquidating most, if not all,
of their operating assets.

The Debtors said the Plan contemplates establishment of a
liquidating trust to be administered by a trustee.  The
liquidating trust will receive and liquidate or dispose of the
Debtors' remaining assets, which consist primarily of several
parcels of real estate, and make distributions pursuant to the
Plan.

The Liquidating Trustee will, among other things, be responsible
for:

   a) the Claims resolution process,
   b) the distribution to holders of Allowed Claims,
   c) the pursuit of objections to, and requests for estimation
      of, Claims against the Debtors,
   d) the payment of amounts due under the Plan,
   e) the managing the wind down process of the Debtors
      including the sale or abandonment of remaining assets and
      the dissolution of the Debtors, and the filing of final tax
      returns, and
   f) the investigation and pursuit of Avoidance Actions.

The Debtors noted, in conjunction with the Plan, the Plan
Proponents will file a Disclosure Statement.

After the Effective Date, the Bankruptcy Court will retain
jurisdiction with respect to certain matters, that relate to,
among other things, the Liquidating Trust, the Debtors said.

Bloomberg News reports that the company was authorized in July to
sell the Hunter sailboat business and most of the other assets to
three buyers for a total of about $2.5 million.

According to Bloomberg, the bankruptcy is being funded by the
secured lender Bank of America NA, which financing required a
quick sale.  Court papers listed assets of $53 million and debt
exceeding $80 million.  The bank is owed $12.7 million, not
including letters of credit.  The controlling Luhrs family is owed
$24.7 million on secured debt subordinated to the bank loan.

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

The Debtors disclosed $53 million in total assets and $80 million
in total liabilities as of the Chapter 11 filing.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.


MOSER & MARSALEK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Moser & Marsalek, P.C.
        Saint Louis Place, Suite 700
        200 North Broadway Blvd.
        St. Louis, MO 63102

Bankruptcy Case No.: 12-47788

Chapter 11 Petition Date: August 13, 2012

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Debtor's Counsel: Eric C. Peterson, Esq.
                  GREENSFELDER, HEMKER & GALE, P.C.
                  10 S. Broadway, Suite 2000
                  St. Louis, MO 63102
                  Tel: (314) 345-4710
                  E-mail: ecp@greensfelder.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/moeb12-47788.pdf

The petition was signed by Philip L. Willman, authorized officer.


MUNICIPAL MORTGAGE: Incurs $1.4-Mil. Net Loss in Second Quarter
---------------------------------------------------------------
Municipal Mortgage & Equity, LLC, filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.41 million on $27.22 million of total
revenue for the three months ended June 30, 2012, compared with a
net loss of $12.59 million on $23.33 million of total revenue for
the same period during the prior year.

For the six months ended June 30, 2012, the Company reported a net
loss of $10.29 million on $52.58 million of total revenue, as
compared to a net loss of $29.11 million on $48.09 million of
total revenue for the same period a year ago.

Municipal Mortgage reported a net loss of $18.81 million in 2011,
compared with a net loss of $72.45 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.84 billion
in total assets, $1.12 billion in total liabilities and
$720.78 million in total equity.

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

                         http://is.gd/sSHhFb

                      About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KPMG LLP, in
Baltimore, Maryland, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets and work
with its creditors to restructure or extend its debt arrangements.

                         Bankruptcy Warning

The Company said in its 2011 annual report that although the
Company has been able to extend, restructure and obtain
forbearance agreements on various debt and interest rate swap
agreements, these extensions, restructurings and forbearance
agreements are generally short-term in nature and do not by
themselves provide a viable long-term solution to the Company's
liquidity issues.  If the Company is not able to negotiate other
arrangements, the Company will not be able to pay the interest on
certain of its subordinate debt following the rate increases that
are scheduled to occur in April and May of 2012.  The Company's
future cash flows are not expected to be sufficient to satisfy the
overall debt service required under the subordinate debt following
such increases, and the Company would be unable to repay the
indebtedness if the subordinate debt were accelerated.

In the event management is not successful in restructuring or
settling its remaining non-bond related debt, or if the bond
portfolio net interest income and the common equity distributions
the Company receives from its subsidiaries are substantially
reduced, the Company may have to consider seeking relief through
reorganization under the U.S. Bankruptcy Code.


NEWPAGE CORP: Plan Includes Proposed Settlement of Loan Dispute
---------------------------------------------------------------
NewPage Corporation disclosed that it has filed a Joint Chapter 11
Plan with the United States Bankruptcy Court for the District of
Delaware.  The Company also requested an extension of time to file
the disclosure statement related to the Plan.

"The filing of our plan of reorganization is an important and
positive step forward to a successful completion of our financial
reorganization," said George F. Martin, president and chief
executive officer.  "Discussions with and among our major creditor
groups regarding the plan are ongoing.  We are hopeful that these
discussions will lead to broad support for our plan."

Jacqueline Palank at Dow Jones' Daily Bankruptcy Review notes that
the Plan would hand ownership of the paper company to its senior
lenders and pegs other creditors' recoveries to whether those
lenders accept a settlement of potential litigation.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NewPage Corp. the Plan just before midnight Aug. 13.
The Debtor didn't file an accompanying disclosure statement,
saying talks with creditors are "ongoing" and that the plan "may
soon be amended."

This Joint Chapter 11 Plan consists of 12 separate Chapter 11
Plans - one Plan for each of the Debtors that will emerge as a
reorganized entity.  This Plan does not substantively consolidate
any Estates.

According to the Bloomberg report, no creditor group is yet
supporting the plan, according to a court filing.  The plan
proposes a settlement to resolve claims where the unsecured
creditors committee says there are grounds for challenging the
validity of liens held by first-lien lenders.

The Bloomberg report notes NewPage has consistently said unsecured
creditors are "hopelessly out of the money" and there is no theory
under which success in a suit would bring them a dividend under a
Chapter 11 plan.

The Bloomberg report relates that if first-lien lenders don't
accept the settlement contained in the plan, all of the new stock
will go to the lenders and no other creditor classes will receive
anything.  In that event, other creditors will be put to the task
of opposing approval of the plan at a confirmation hearing where
the committee could attempt to establish the invalidity of the
lenders' liens.  If the senior lenders accept the settlement
contained in the plan, unsecured creditors would divide $1.3
million plus any recoveries by a litigation trust.

According to the report, second-lien lender would receive
$2 million cash in the settlement, while holders of subordinated
unsecured notes would take home $500,000 cash.  The second-lien
and subordinated creditors would also share in litigation trust
recoveries.  Assuming senior lenders go along with the settlement,
trade suppliers would receive 15 percent in cash spread over two
years.

NewPage, the report discloses, filed a motion for an extension
until Aug. 31 of the time for filing a disclosure statement
explaining the plan.  The motion is set for hearing on Sept. 11.
The company said in a court filing that it has agreement with the
union on a new contract.  There is also agreement on maintaining
workers' pensions.  A settlement of alleged claims against senior
lenders is the remaining obstacle to a consensual plan, the
company said.  At a hearing in July, the bankruptcy judge in
Delaware said he would appoint a mediator once the company filed a
reorganization plan.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.


NEXTWAVE WIRELESS: AT&T Discloses 67.5% Equity Stake
----------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, AT&T Inc. disclosed that, as of Aug. 1,2012, it
beneficially owns 25,082,268 shares of common stock of NextWave
Wireless Inc. representing 67.5% of the shares outstanding.

NextWave entered into an Agreement and Plan of Merger, dated as of
Aug. 1, 2012, with AT&T and Rodeo Acquisition Sub Inc.(Merger
Sub), that provides for the acquisition of the Nextwave by AT&T by
means of a merger of Merger Sub with and into the Company.  As a
result of the Merger, Nextwave will become a wholly-owned
subsidiary of AT&T.  The Merger Agreement provides that, upon
consummation of the Merger, each share of NextWave Common Stock,
issued and outstanding immediately prior to the effective time of
the Merger will be converted into the right to receive:

    (i) $1.00 per share in cash; and

   (ii) a non-transferable contingent payment right representing a
        pro rata interest in an amount of up to $25 million held
        in escrow, which may be reduced in respect of
        indemnification obligations and other amounts payable to
        AT&T.

The Merger and the transactions contemplated thereby were
unanimously approved by the Independent Committee of the Company's
Board of Directors and its Board of Directors.

A copy of the Schedule 13D is available for free at:

                        http://is.gd/7qBxQP

                      About Nextwave Wireless

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
holding company for a significant wireless spectrum portfolio.
Its continuing operations are focused on the management of ikts
wireless spectrum interests.  Total domestic spectrum holdings
consist of approximately 3.9 billion MHz POPs.  Its international
spectrum included in continuing operations include 2.3 GHz
licenses in Canada with 15 million POPs covered by 30 MHz of
spectrum.

The Company's balance sheet at March 31, 2012, showed
$457.13 million in total assets, $1.16 billion in total
liabilities, and a $705.92 million total stockholders' deficit.

In its report on the Company's annual report for year ended
Dec. 31, 2011, Ernst & Young, said, "The Company has incurred
recurring operating losses and has a working capital
deficiency, primarily comprised of the current portion of long
term obligations of $142.0 million at December 31, 2011, that is
associated with the maturity dates of its debt.  The Company
currently does not have the ability to repay this debt at
maturity. These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

                        Bankruptcy Warning

As of March 31, 2012, the aggregate principal amount of the
Company's secured indebtedness was $1,061.8 million.  The
Company's current cash reserves are not sufficient to meet the
Company's payment obligations under its secured notes at their
current maturity dates.  Additionally, the Company may not be able
to consummate sales of its wireless spectrum assets yielding
sufficient proceeds to retire this indebtedness at the current
scheduled maturity dates.  If the Company is unable to further
extend the maturity of its secured notes, or identify and
successfully implement alternative financing to repay its secured
notes, the holders of the Company's Notes could proceed against
the assets pledged to collateralize these obligations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  These conditions raise substantial
doubt about our ability to continue as a going concern.
Insufficient capital to repay the Company's debt at maturity would
significantly restrict its ability to operate and could cause the
Company to seek relief through a filing in the United States
Bankruptcy Court.


NORTH STAR CHARTER: S&P Cuts Rating on Revenue Bonds to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'B' from
'BB' on the Idaho Housing & Finance Assn., Idaho's nonprofit
facilities revenue bonds series 2009A and series 2009B (federally
taxable), both issued for the North Star Charter School Inc.
Project. The outlook is stable.

"The downgrade reflects our view of continued operating challenges
faced by North Star Charter School despite management's efforts to
right-size expenditures," said Standard & Poor's credit analyst
Robert Dobbins. "We consider the school's inability to meet its
debt service coverage requirement under the indenture for fiscal
year 2011 a credit weakness, and we expect NSCS to remain in
violation of this covenant in the coming year," added Mr. Dobbins.

North Star Charter School is located in Eagle, Idaho. Started by
parents in 2003, the school is based on a modified form of the
"Harbor Method" - a unique curriculum developed by the founder of
another local charter school, Liberty Charter, utilizing
technology and focusing on cognitive development.


NORTHSTAR AERO: Taps Grant Thornton as Tax Advisor
--------------------------------------------------
BankruptcyData.com reports that Northstar Aerospace filed with the
U.S. Bankruptcy Court a motion to retain Grant Thornton (Contact:
Craig A. Yuen) as tax advisor at these hourly rates:
partner/principal at $600 to $700, managing director at $550 to
$600, senior manager at $500 to $575, manager at $400 to $525,
senior associate at $300 to $440, associate at $245 to $280 and
paraprofessional at $170.

                        About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.
Approximately 60% of the assets and business are with the U.S.
debtors.


NTELOS HOLDINGS: S&P Retains 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
the senior secured debt at regional wireless carrier NTELOS
Holdings Corp. (NTELOS) unit NTELOS Inc. to '4' from '3'.
"However, the change in the recovery rating does not affect either
the 'BB-' issue-level rating on NTELOS' secured debt or the 'BB-'
corporate credit rating. The '4' recovery rating indicates our
current expectation for average (30% to 50%) recovery in the event
of a payment default," S&P said.

"The change in the recovery rating reflects our revised approach
to recovery analysis of wireless carriers in our default
scenarios. We estimate wireless enterprise value in a default
scenario by using the greater of a multiple of projected
bankruptcy emergence-level EBITDA or a discrete asset value, based
on the book value of spectrum and a discounted value of network
assets. In NTELOS' case, the cash flow multiple approach results
in the greater valuation. As part of the revision in our
methodology, we have also lowered our projected distressed EBITDA
multiple for NTELOS to 4x from 5x to account for the company's
limited geographic footprint as well as the substantial, and
growing portion of revenues derived from its wholesale contract
with Sprint. Our simulation incorporates a default occurring in
2015, reflecting a decline in revenues under the Sprint wholesale
agreement (either from non-renewal or renewal under substantially
less favorable terms) as well as a substantial erosion of NTELOS'
retail subscriber base," S&P said.

RATINGS LIST

NTELOS Holdings Corp.
Corporate Credit Rating         BB-/Stable/--

Ratings Unchanged; Recovery Rating Revised

NTELOS Inc.
                                 To            From
Senior Secured                  BB-           BB-
   Recovery Rating               4             3


ORAGENICS INC: Koski Family Lowers Equity Stake to 45.7%
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Koski Family Limited Partnership and its
affiliates disclosed that, as of July 31, 2012, they beneficially
own 13,438,465 shares of common stock of Oragenics, Inc.,
representing 45.7% of the shares outstanding.  Koski Family
previously reported beneficial ownership of 11,686,342 common
shares or a 62.4% equity stake as of June 5, 2012.  A copy of the
amended filing is available at http://is.gd/K3qAjx

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

In its audit report on the Company's 2011 financial statements,
Mayer Hoffman McCann P.C., in Clearwater, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses, negative operating cash
flows and has an accumulated deficit.

The Company reported a net loss of $7.67 million in 2011, compared
with a net loss of $7.80 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.98 million
in total assets, $3.43 million in total liabilities and a $1.44
million total shareholders' deficit.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, that its loan agreement with the Koski Family Limited
Partnership matures in three years and select material assets of
the Company relating to or connected with its ProBiora3, SMaRT
Replacement Therapy, MU1140 and LPT3-04 technologies have been
pledged as collateral to secure the Company's borrowings under the
Loan Agreement.  This secured indebtedness could impede the
Company from raising the additional equity or debt capital the
Company needs to continue its operations even though the amount
borrowed under the Loan Agreement automatically converts into
equity upon a qualified equity financing of at least $5 million.
The Company's ability to repay the loan will depend largely upon
the Company's future operating performance and the Company cannot
assure that its business will generate sufficient cash flow or
that the Company will be able to raise the additional capital
necessary to repay the loan.  If the Company is unable to generate
sufficient cash flow or are otherwise unable to raise the funds
necessary to repay the loan when it becomes due, the KFLP could
institute foreclosure proceedings against the Company's material
intellectual property assets and the Company could be forced into
bankruptcy or liquidation.


OSI RESTAURANT: Suspending Filing of Reports with SEC
-----------------------------------------------------
OSI Restaurant Partners, LLC, filed with the U.S. Securities and
Exchange Commission a Form 15 notifying of its suspension of its
duty under Section 15(d) to file reports required by Section 13(a)
of the Securities Exchange Act of 1934 with respect to its 10%
senior notes due 2015.  As of Aug. 13, 2012, there was only one
holder of the Senior Notes.

                        About OSI Restaurant

OSI Restaurant Partners, Inc., is an operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company reported net income of $27.84 million on $3.62 billion
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $54.40 million on $3.60 billion of total revenues
during the prior year.

The Company's balance sheet at March 31, 2012, showed $2.49
billion in total assets, $2.43 billion in total liabilities and
$58.54 million in total equity.

                           *     *     *

As reported by the TCR on April 19, 2012, Standard & Poor's
Ratings Services raised the corporate credit rating on casual
dining operator OSI Restaurant Partners LLC to 'B' from 'B-'.

"The ratings on Tampa, Fla.-based OSI Restaurant Partners LLC
reflect Standard & Poor's expectations that recent brand
revitalization initiatives and cost savings from productivity
improvements will contribute to further strengthening of credit
measures in 2012, despite commodity cost pressure and weak
consumer spending," said Standard & Poor's credit analyst Ana Lai.


PATRIOT NATIONAL: Reports $345,000 Net Income in Second Quarter
---------------------------------------------------------------
Patriot National Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $345,282 on $6.31 million of total interest and
dividend income for the three months ended June 30, 2012, compared
with a net loss of $7.17 million on $7.16 million of total
interest and dividend income for the same period during the prior
year.

The Company reported net income of $890,812 on $13.49 million of
total interest and dividend income for the six months ended
June 30, 2012, compared with a net loss of $16.15 million on
$14.53 million of total interest and dividend income for the same
period a year ago.

The Company reported a net loss of $15.46 million for the twelve
months ended Dec. 31, 2011, compared with a net loss of $15.40
million during the prior year.

The Company's balance sheet at June 30, 2012, showed $644.26
million in total assets, $592.51 million in total liabilities and
$51.75 million in total shareholders' equity.

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

                       http://is.gd/GclrAH

                   About Patriot National Bancorp

Stamford, Conn.-based Patriot National Bancorp, Inc. (NASDAQ:
PNBK) is the parent company of Patriot National Bank, a national
banking association headquartered in Stamford, Fairfield County,
in Connecticut.  Patriot National Bank has 19 full service
branches, 16 in Connecticut and three in New York.


PENSKE AUTOMOTIVE: Moody's Lifts CFR/PDR to Ba3; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service upgraded Penske Automotive Group, Inc.'s
Corporate Family and Probability of Default Ratings to Ba3 from
B1. Moody's also upgraded the company's senior subordinated debt
ratings to B2 from B3 and assigned a B2 rating to the company's
proposed $400 million senior subordinated notes due 2022. The
rating outlook is stable.

The following ratings were upgraded:

Corporate Family Rating to Ba3 from B1

Probability of Default Rating to Ba3 from B1

$375 million senior subordinated notes due 2016 to B2 (LGD 6,
92%) from B3 (LGD 6, 91%)

The following rating was assigned:

Proposed $400 million senior subordinated notes due 2022 at B2
(LGD 6, 92%)

Proceeds from the new note offering will be used to tender for all
of the outstanding $375 million senior subordinated notes due
2016, to pay associated fees and expenses with any remaining
proceeds used to repay amounts currently outstanding under the
Company's U.S. credit agreement and, if additional funds are
remaining, its U.S. floor plan borrowings. Moody's expects it will
withdraw the rating assigned to the senior subordinated notes due
2016 once the tender offer is concluded for substantially all of
these notes.

Ratings Rationale

The upgrade of PAG's Corporate Family Rating reflects the
company's improvement in operating performance across its
franchise and expectations this improved performance can be
sustained. The upgrade also reflects the continued good
performance of the company's business in the United Kingdom
despite ongoing economic pressure in that market. While Moody's
thinks the proposed refinancing is a credit positive for PAG, as
it will lengthen the company's debt maturity profile, this is not
a significant catalyst for the upgrade. Moody's also believes the
company's focus on luxury and premium sales, which remain robust,
is a positive point of differentiation for Penske relative to
peers. The company's debt balances have remained moderate despite
some recent acquisitions and an increase in capital spending, with
debt/EBITDA (incorporating Moody's standard analytical
adjustments) improving to 5.8 times as of June 30, 2012 compared
to 6.4 times as of December 31 2011.

The stable outlook reflects Moody's expectations that the company
will be able to sustain strong revenue streams from its parts and
service business as well that its used car profitability can be
sustained. The outlook also encompasses Moody's expectations that
the company will remain balanced with respect to financial policy,
though Moody's would expect free cash flow will primarily be used
to fund acquisitions or returned to shareholders in the absence of
suitable acquisition opportunities.

The B2 rating assigned to the company's senior subordinated notes
is two notches below the company's Ba3 Corporate Family Rating.
The two notch differential reflects their junior ranking vis-…-vis
a significant level of secured debt, primarily comprised of the
company's floor plan financing loans and its secured bank credit
facilities in the US and the UK.

Ratings could be upgraded if PAG can reduce leverage such that
debt/EBITDA approached 4 times (using an 8 times rent multiple)
and EBIT/Interest approaches 4 times while maintaining balanced
financial policies. Qualitatively, an upgrade would also depend on
the state of the overall macroeconomic factors that drive the auto
retail segment, and the flexibility with which PAG is able to
maneuver its various operating segments during periods of stress.

Ratings could be downgraded if the company's financial policies
become more aggressive, such as pursuing material debt financed
acquisitions. Quantitatively, if debt/EBITDA were to rise above 5
times (using an 8 times rent multiple), or if EBIT/Interest fell
towards 2.25 times, or liquidity were to contract meaningfully,
ratings could be downgraded.

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

Headquartered in Bloomfield Hills, Michigan, PAG operates 340
retail automotive franchises in 17 states and Puerto Rico as well
as in Europe, primarily in the UK. LTM revenues are in excess of
$12 billion.


PENSKE AUTOMOTIVE: S&P Rates New $400MM Sr. Sub. Debt Offering 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue rating
to Penske Automotive Group Inc.'s proposed $400 million senior
subordinated debt offering. "We assigned this debt a recovery
rating of '6', reflecting our expectation that lenders would
receive negligible (0 to 10%) recovery of principal in a default.
The proposed notes will mature in August 2022," S&P said.

"Penske will use proceeds of the proposed debt issuance, in part,
to repurchase via a tender offer the $375 million principal amount
of its 7.75% senior subordinated notes due 2016. The company will
use the remaining proceeds to repay amounts outstanding under its
U.S. revolver and perhaps its floorplan borrowings. The debt
issuance does not affect the corporate credit rating on the auto
retailer because we expect leverage to be about neutral and cash
interest to decline slightly--assuming a lower coupon in the
proposed issuance. We will withdraw the rating on the 7.75%
subordinated notes due 2016 following their redemption," S&P said.

"Our rating outlook on Bloomfield Hills, Mich.-based Penske is
stable, reflecting our assumption that the company's improved
credit measures, in combination with its diverse revenue stream
and brand mix, will enable the company to generate discretionary
free cash flow (i.e., after dividends). We assume Penske will be
able to grow EBITDA in the year ahead, even if U.S. economic
growth remains modest. We assume Penske will pursue a financial
policy that balances business expansion and shareholder returns
against lease-adjusted leverage trending toward 4.5x-5x in the
next two years," S&P said.

"We assess Penske's business risk profile as 'fair' and its
financial risk profile as 'aggressive.' Our fair business risk
profile assessment mitigates the company's high leverage and
aggressive financial risk profile, in our view. Penske has a
resilient business model, with a diverse revenue stream (including
its foreign operations) and flexible cost basis. Also supporting
our assessment of Penske's business profile is its relatively low
volatility of revenues and EBITDA over the past several years,
including during the 2008-2009 economic recession," S&P said.

RATINGS LIST

Penske Automotive Group Inc.
Corporate credit rating            BB-/Stable/--

New ratings

Penske Automotive Group Inc.
Senior subordinated
  $400 mil. notes due 2022          B
   Recovery rating                  6


PEREGRINE FINANCIAL: R. Wasendorf Indicted on 31 Counts of Lying
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Russell R. Wasendorf Sr., the founder and former
chief executive officer of Peregrine Financial Group Inc., was
indicted Aug. 13 by a federal grand jury in Iowa on 31 counts of
making false statement to the U.S. Commodity Futures Trading
Commission.

According to the report, the indictment says the reports
overstated the amount of segregated customer funds by tens of
millions dollars.  Precise amounts weren't given.  Mr. Wasendorf
already confessed to conducting a fraud for 20 years at Peregrine,
a futures broker. He is being held without bail.

Jacob Bunge at Dow Jones' Daily Bankruptcy Review reports that the
Mr. Wasendorf is scheduled to appear in an Iowa court Friday to be
arraigned on charges that he misled federal market authorities for
years as part of a long-running fraud.

The criminal case is U.S. v. Wasendorf, 12-cr-2021, U.S. District
Court, Northern District of Iowa (Waterloo).

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PHIL HART: Idaho Representative's Bankruptcy Plan Challenged
------------------------------------------------------------
Betsy Z. Russell at The Spokesman-Review reports that federal
prosecutors are calling for Idaho Rep. Phil Hart's proposed
bankruptcy plan to be dismissed, saying it wouldn't appropriately
satisfy his half-million-dollar federal income tax debt, and it
relies on his legislative salary.  The report notes Mr. Hart, a
tax protester and fourth-term state lawmaker, was defeated in the
May GOP primary, so his legislative salary will end in December.

According to the report Mr. Hart had proposed paying $200 a month
for five years -- a total of $12,000 -- to get his entire debt of
more than $600,000 discharged.  Most of that debt is to the IRS;
it also includes more than $50,000 in back state income taxes,
penalties and interest, and $22,000 in credit card debt.

According to the report, U.S. Department of Justice attorney Adam
Strait said the plan is not feasible and "fails to make adequate
provision for paying the United States' priority income tax
debts."

The report also relates prosecutors noted Mr. Hart's refusal to
answer numerous questions about his assets during a bankruptcy
proceeding last month, from the home where he lives to the car he
drives -- neither of which he acknowledges owning.

Mr. Hart's Athol, Idaho home, which the federal government is
seeking to foreclose on in a separate federal lawsuit to pay his
IRS debt, is owned by a trust in his daughter's name.  But he
still lives there.  Federal authorities called the transfer of the
home to the trust a "fraudulent" transaction with a "sham entity,"
according to the report.

The report notes that foreclosure lawsuit was placed on hold by
Mr. Hart's bankruptcy filing.

The report relates, during a bankruptcy hearing last month, Mr.
Hart refused to answer questions about who owns the house; how
long he's lived there; and who built it.  But court records show
that Mr. Hart was ordered to pay more than $22,000 for illegally
cutting trees from state school endowment land in 1996 and using
them in the construction of the log home, for which he had a
building permit.  He maintained he had the right as a citizen to
take the logs for free, but he lost repeated court appeals.  He
never fully satisfied the judgment.

The report, citing court documents, Mr. Strait said "It is
particularly appropriate to permit further inquiry into these
assets given that Mr. Hart admitted to using a holding company for
an Audi."

The report says Mr. Hart claimed in his bankruptcy filing that the
only vehicle he owns is a 1990 Toyota pickup with 310,000 miles on
it that "needs work."  But he is a 50-50 partner in a firm called
"White Snow LLC" that owns the 2000 Audi he drives regularly and
keeps at his Athol home.  White Snow LLC "has never done any
business or filed any tax returns," Mr. Strait wrote.

The report adds Idaho House records show that during this year's
legislative session, Mr. Hart was reimbursed more than $3,600 for
mileage on a personal vehicle, for driving between Athol and
Boise, an 888-mile round trip he made nine times between January
and April.

According to the report, Mr. Hart has now acknowledged that his
debts were too high to file for a Chapter 13 bankruptcy.  He
agreed in a stipulation to either convert the filing into a
Chapter 7 or Chapter 11 bankruptcy filing, starting the process
over, or move to dismiss it.  The lawmaker has until this week to
make that move.


PINNACLE AIRLINES: Shareholders Rev Up Dispute Over Delta
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Pinnacle Airlines Corp., a feeder airline, and some
shareholders are involved in another dispute, this one regarding a
waiver of claims against Delta Air Lines Inc., the provider of
$74.3 million in financing for the Chapter 11 reorganization that
began in April.

According to the report, in return for the loan, creditors or
shareholders were required to bring claims against Atlanta-based
Delta not later than Aug. 13, or else Delta would receive a
release from any claims that Pinnacle might have been able to
assert.  Before the deadline elapsed, shareholders including
Nantahala Capital Partners LP, Meson Capital Partners LP and Wayne
King filed a request for a two-month extension of the deadline.

According to the report, the shareholders argue that "Delta may
have used the bankruptcy process to cleanse itself of liability"
for claims including preference and fraudulent transfer.  The
shareholders believe that a suit against Delta "would possibly
represent the best recovery for general unsecured creditors and
shareholders." according to the report

The report notes the official committee for unsecured creditors is
opposed to the deadline extension sought by the shareholders.  The
creditors' panel has its own agreement with Pinnacle and Delta for
an extension until Sept. 28 for the committee to file suit against
the larger airline.

The report relates that as it's done before, Pinnacle again says
the shareholders "have sought to wrest control of the debtor's
reorganization to serve their own interests, even if that would
mean potentially forcing the debtors into liquidation."

According to the report, previously, Pinnacle filed papers in
bankruptcy court to stop some of the same shareholders from using
the Delaware state court to compel the company to hold a
shareholders' meeting.  The bankruptcy judge in Delaware will hold
a Sept. 5 hearing where he will effectively rule if the
shareholders' meeting can be held and if the deadline for making
claims against Delta is extended.

The report relates Pinnacle characterized the stockholders as
"absolutely out-of-the-money equity holders."

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.


POYNT CORPORATION: Protection Extended to Complete DIP Financing
----------------------------------------------------------------
Poynt Corporation disclosed Tuesday that the Court of Queen's
Bench of Alberta granted an order extending its creditor
protection until Wednesday, Aug. 15, 2012.  The extension will
allow the Company additional time to work towards closing debtor-
in-possession financings.

Hardie & Kelly Inc. of Calgary, Alberta, is the trustee appointed
for the Company's Notice of Intention to Make a Proposal under the
Bankruptcy and Insolvency Act (Canada).

In a continued effort to improve operational efficiencies and cost
reductions, effective immediately Phil Gontier, European General
Manager, is no longer with the Company.  Poynt Corp. wishes Mr.
Gontier the best of luck in his future endeavors.

                      About the Poynt Platform

Poynt is a convenient and timesaving GPS-enabled mobile local
search and advertising platform that connects consumers to local
offers, businesses, events, restaurants, movie theatres, gas
prices and weather information at the moment they are looking to
buy or acquire products or services. Poynt provides consumers with
the ability to move beyond discovery of their local area to view
movie trailers and reviews, buy movie tickets, click-to-call
businesses, get directions, browse listing websites, read reviews
and book dining reservations or find and interact with local
coupons and offers.

                      About Poynt Corporation

Poynt Corp. -- http://about.poynt.com/-- is a global leader in
the mobile local advertising space.  Its Location Based Search
(LBS) and advertising platform, Poynt, enhances a user's ability
to connect with the people, businesses and events most important
to them. Poynt is available on Android, iPhone, Windows Phone and
Nokia devices, along with BlackBerry smartphones and BlackBerry
PlayBook Tablets in Canada, the United States, Europe, India and
Australia.


QUIGLEY CO: Answers Objections to Disclosure Statement
------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Quigley Co. Inc. and
parent Pfizer Inc. responded Monday in New York to objections by
the U.S. trustee and others to Quigley's proposed disclosure
statement, saying the Chapter 11 plan it describes clears up every
issue the court named in rejecting an earlier version.

                         About Quigley Co.

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

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

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

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

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


RADIOSHACK CORP: Amends Credit Facility with Bank of America
------------------------------------------------------------
RadioShack Corporation, on Aug. 8, 2012, entered into an amended
and restated credit agreement among the Company, certain
subsidiaries of the Company as guarantors, the lenders party
thereto, and Bank of America, N.A., as the administrative agent
and collateral agent.  The Restated ABL Credit Agreement amends
and restates the Company's existing $450.0 million asset-based
revolving credit agreement.

The Restated ABL Credit Agreement revised the terms of the
Existing ABL Credit Agreement to, among other things, provide for
a $50 million "last-out" tranche of term loans.  Proceeds of the
new term loans were used to pay fees and expenses in connection
with the Restated ABL Credit Agreement and will be used for
general corporate purposes.  The Restated ABL Credit Agreement
also provides for an option, subject to customary conditions, to
incur up to $25 million of additional last-out term loans in the
future.

Like the Existing ABL Credit Agreement, the Restated ABL Credit
Agreement provides for an asset-based revolving credit line of
$450.0 million, subject to a borrowing base, and matures on
Jan. 4, 2016.  As with the Existing ABL Credit Agreement,
obligations under the Restated ABL Credit Agreement are secured by
substantially all of the Company's and the Guarantors' inventory,
accounts receivable, cash and cash equivalents, and certain other
personal property.  Additionally, at the Company's election, and
subject to delivery of customary mortgages and related documents,
obligations under the Restated ABL Credit Agreement may also be
secured by certain real estate to be included in the term loan
borrowing base.

Term loan borrowings under the Restated ABL Credit Agreement are
subject to the term loan borrowing base and bear interest, at the
Company's option, at (i) an applicable rate of 3.50%, plus the
greater of (a) the federal funds rate plus 0.50%, (b) the
administrative agent's "prime rate" and (c) the rate on LIBOR
loans with a maturity of one month plus 1.00% or (ii) an
applicable rate of 4.50%, plus LIBOR for the applicable interest
period multiplied by the reserve percentage set by the Board of
Governors of the Federal Reserve System.

As with the Existing ABL Credit Agreement, revolving borrowings
under the Restated ABL Credit Agreement are subject to a revolving
borrowing base and bear interest, at the Company's option, at (i)
an applicable rate from 1.25% to 1.75%, plus the greater of (a)
the federal funds rate plus 0.50%, (b) the administrative agent's
"prime rate" and (c) the rate on LIBOR loans with a maturity of
one month plus 1.00% or (ii) an applicable rate from 2.25% to
2.75%, plus LIBOR for the applicable interest period multiplied by
the reserve percentage set by the Board of Governors of the
Federal Reserve System.  The Company pays commitment fees to the
revolving lenders at an annual rate of 0.375% to 0.500% of the
average unused commitments under the revolving facility.

If at any time (A) the outstanding revolving borrowings under the
Restated ABL Credit Agreement exceed the lesser of (i) the
revolving borrowing base and (ii) the aggregate amount of lenders'
revolving commitments or (B) the total outstanding revolving
borrowings and outstanding term loans exceed the lesser of (i) the
aggregate amount of lenders' revolving commitments and outstanding
term loans and (ii) the sum of the revolving borrowing base and
the term loan borrowing base at that time, the Company will be
required to prepay an amount equal to such excess.  No payments
may be made in respect of the principal amount of term loans
unless all revolving loans have been repaid, all revolving
commitments have been terminated and outstanding letters of credit
(if any) have been cash collateralized.  The revolving borrowing
base and term loan borrowing base are subject to customary
reserves that may be implemented by the administrative agent in
its permitted discretion.

The Restated ABL Credit Agreement contains customary mandatory
prepayment and cash dominion provisions, affirmative and negative
covenants, and events of default that are substantially consistent
with those contained in the Existing ABL Credit Agreement.

A copy of the Amended Credit Facility is available for free at:

                        http://is.gd/6UsXNE

                         About Radioshack

RadioShack sells consumer electronics and peripherals, including
cellular phones.  It operates roughly 4,700 stores in the U.S. and
Mexico.  It also operates about 1,500 wireless phone kiosks in
Target stores.  The company also generates sales through a network
of 1,100 dealer outlets worldwide.  Revenues for the last 12
months' period ending June 30, 2012 were roughly $4.4 billion.

                            *    *     *

As reported by the TCR on Aug. 1, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'B-' from
'B+'.  "The downgrade of RadioShack reflects our view that it will
be very difficult for the company to improve its gross margin in
the second half of the year," said Standard & Poor's credit
analyst Jayne Ross, "given the highly promotional nature of year-
end holiday retailing in the wireless and consumer electronic
categories.  It is our belief that all segments of the company's
business will remain under margin pressure for 2012 and into
2013."

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'.  The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.


READER'S DIGEST: Moody's Cuts CFR/PDR to Caa1; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded Reader's Digest Association
Inc.'s ("RDA") Corporate Family Rating (CFR) to Caa1 from B3 and
downgraded the Senior Secured Notes to Caa1 from B3. The
Probability of Default Rating was also changed to Caa1 from B3.
The outlook remains negative. The Senior Secured Term Loan and
Unsecured Term Loan are not rated. The downgrade reflects weaker
than expected results in Q1 and Q2 2012 against weak comparable
prior year earnings, the resulting increase in leverage, and a
weak liquidity position exacerbated by a potential covenant
violation of its new term loan facility.

A summary of the ratings actions are listed below:

Issuer: Reader's Digest Association, Inc.

Corporate Family Rating, Downgraded to Caa1 from B3

Probability of Default Rating, Downgraded to Caa1 from B3

Senior Secured Note due February 2017, Downgraded to Caa1 (LGD-4
57%) from B3 (LGD-4 57%)

SGL-4 Liquidity rating

Outlook remains negative

RATINGS RATIONALE

RDA's Caa1 CFR reflects weak revenue and earnings performance for
the 1st half of 2012 and expectations that performance will
continue to be weak going forward, the corresponding increase in
leverage, and the potential for a violation of its financial
covenants for its secured term loan that was put in place in March
2012. The weak interest coverage ratio and history of negative
free cash flow is also reflected in the rating. The decline in
results are particularly concerning given that some of the
businesses that generated poor performance last year, such as its
Lifestyle & Entertainment division and Every Day with Rachael Ray
magazine have been sold or classified as a discontinued operation.
Moody's notes that revenue declined in all of its divisions over
the past six month period caused by lower response rates to its
marketing campaigns in international markets and secular declines
in its magazine business in North America. The company's results
for the full year are largely determined by the upcoming 4th
quarter which could be difficult given the current economic
environment in Europe. Its direct marketing division will be
challenged to update its product offerings away from its
traditional focus on books, music and videos.

The company derives strength from its large customer base and
mailing list as well as its flagship brand name. Additional
support could potentially come from efforts to license its larger
international direct marketing operations which might provide near
term cash for debt repayment or additional liquidity.

RDA's liquidity rating is weak as indicated by Moody's SGL-4
liquidity rating. While the sale of its Allrecipes.com business
generated $175 million of proceeds, the cash was used to address
near term debt maturities and a $60.6 million repurchase of its
secured notes. While the company has a cash balance of $104
million as of 6/30/12, the required cash to run its international
operations are substantial and the company does not have access to
a revolver. Poor operating performance has impacted its free cash
flow that is anticipated to be negative for FY 2012 and may lead
to a potential covenant violation of its $50 million secured term
loan. If the company is unable to amend its covenants, it may have
to use a substantial part of its cash position to repay the term
loan that would leave the company vulnerable given the seasonal
working capital needs of the business. Efforts to license its
direct marketing operations could reduce its working capital needs
and potentially be a source of liquidity.

The outlook remains negative given Moody's expectations for near
term operating performance and the challenges of improving results
in a difficult global economic environment. Economic conditions in
Europe, a dated product offering, and secular declines in the US
magazine industry will provide serious challenges for the company.
Its liquidity position could prove insufficient if it is unable to
generate new sources of liquidity or if faces unanticipated cash
requirements.

An upgrade is not likely in the near term given the recent
downgrade. Improved financial performance that reduced leverage
below 5.5x on a sustained basis with positive free cash flow and
adequate liquidity could lead to a stabilization of the outlook.

A downgrade would occur if leverage exceeded 6.75x on a sustained
basis or if is unable to achieve success with its licensing of its
direct marketing business. A downgrade would also occur if it
appeared likely that the company may not be able to service its
debt balances or was unable to maintain the liquidity needed to
operate the business. A downgrade could also occur if performance
continued to decline to the point that a restructuring of its
balance sheet was likely.

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

Reader's Digest Association Inc. ("RDA"), headquartered in New
York City, is a global media and direct marketing company that
markets books, magazine, recorded music collections, home video
products and other products worldwide. Revenues for LTM 6/30/12
totaled $1.3 billion. RDA emerged from Chapter 11 bankruptcy in
February 19, 2010.


RCR PLUMBING: Disclosure Statement Hearing Moved to Aug. 28
-----------------------------------------------------------
Judge Wayne E. Johnson approved a stipulation continuing the
hearing on the disclosure statement explaining the Chapter 11 plan
of RCR Plumbing Inc.  The Chapter 11 status conference was moved
from July 24 to Aug. 28 at 1:30 p.m. as well.  The deadline to
file amendments to the disclosure statement and reply to
objections is two weeks prior to the hearing.

The stipulation was signed by the Debtor, the Official Committee
of Unsecured Creditors, ACE American Insurance Co. and ESIS, Inc.,
PNC Bank, N.A., Grand Canyon Condominiums, LLC, and the Office of
the United States Trustee.

PNC Bank, a senior creditor, field objections to the Disclosure
Statement, citing that it has concerns whether the Debtor can
accomplish what it proposes and whether the Plan is confirmable.
The bank said that it remains to be seen whether the Debtor has
the ability to fully fund the required $4.828 million required for
the reserve account.

According to the Disclosure Statement, PNC bank will receive full
payment of the outstanding principal and interests portions of its
non-contingent claim within 60 days of the effective date using
funds from the reserve account.  With respect to its contingent
claim, the bank will select from three options, one of which the
existing letters of credit will be replaced by new LOCs.  Holders
of general unsecured claims totaling $13.8 million are impaired
and within six months of the effective date of the Plan, will
receive an interim distribution to the extent the funds are
available.  Equity holders won't receive anything.

A copy of the First Amended Disclosure Statement dated June 26,
2012 is available for free at:

     http://bankrupt.com/misc/RCR_Plan_Outline_062612.pdf

                        About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. at Weiland, Golden, Smiley et al., serve as the
Debtor's counsel.  Sidley Austin LLP as its special labor and
employment counsel BSW & Associates as financial advisor.
Kurtzman Carson Consultants LLC serves as noticing agent.  In its
petition, RCR Plumbing estimated $10 million to $50 million in
assets and debts.  The petition was signed by Robert C. Richey,
president/CEO.

The Official Committee of Unsecured Creditors tapped Venable LLP
as its counsel.


REC WAFER: REC ASA to Cease Further Funding of Unit
---------------------------------------------------
REC ASA has decided to cease further funding of REC Wafer Norway
AS.  Consequently there is no basis for a solvent winding-up of
the company and the Board of REC Wafer Norway AS has resolved to
file for bankruptcy.

During 2011 and 2012 the production of REC Wafer Norway AS in
Glomfjord and at Heroya was permanently closed down.  Activities
were initiated to wind-up the company.

As of end of July 2012, REC Wafer Norway AS's estimated carrying
value of liabilities exceeded the estimated value of assets by
about NOK 1.2 billion.  Thus a solvent winding-up of the company
would be dependent on continued funding from REC ASA, owner of 100
percent of the shares in REC Wafer Norway AS.

REC Wafer Norway AS has previously been released as a guarantor
under the existing bonds and convertible bond agreements of REC
ASA.  REC Wafer Norway AS is not a guarantor under the new bank
loan agreement of REC ASA which came into effect on Aug. 10, 2012.

Taking into consideration the overall financial situation of the
REC Group and the interests of its stakeholders, the Board of REC
ASA has resolved to cease further funding of REC Wafer Norway AS.

Consequently there is no basis for a solvent winding-up of the
company and the Board of REC Wafer Norway AS has resolved to file
for bankruptcy.

In connection with the bankruptcy in REC Wafer Norway AS, REC ASA
will incur additional costs and further losses related to certain
guarantees, loans, and indemnity agreements currently estimated at
approximately NOK 0.4 billion.  The amount is subject to changes
and it is partly dependent on the dividend in the bankruptcy of
REC Wafer Norway AS which again is dependent on the ultimate,
realizable values of assets and liabilities in the company as well
as other aspects of the bankruptcy proceedings.  Except for the
said amounts, REC ASA currently has not identified further funding
obligations related to the bankruptcy in REC Wafer Norway AS.

The vast majority of the former employees of REC Wafer Norway AS
have reached the end of their notice period and thus received
their final salary settlements.  The salaries of the remaining
employees are secured through a salary guarantee from REC ASA
which is included in the estimated funding obligation presented
above.

REC sincerely regrets the negative impact the bankruptcy of REC
Wafer Norway AS will have on our business partners and the local
communities affected.

The bankruptcy of REC Wafer Norway AS will have no effect on REC
Solar and REC Silicon.

                             About REC

REC -- http://www.recgroup.com/-- is a leading vertically
integrated solar energy company.  REC produces polysilicon,
wafers, cells and modules for the solar industry, and silicon
materials for the electronics industry.  REC also engages in
project development in selected PV segments.  Founded in Norway in
1996, REC employs around 3,100 people globally with revenues of
more than NOK 13 billion in 2011.


REOSTAR ENERGY: Hearing on Russco-Backed Plan Set for Aug. 28
-------------------------------------------------------------
Judge D. Michael Lynn will convene a hearing Aug. 28 at 9:30 a.m.
to consider confirmation of the Chapter 11 plan of reorganization
of ReoStar Energy Corp., et al.  The continuation of the hearing,
if necessary, will be held on Sept. 7, 2012 at 9:30 a.m.,
according to the Aug. 1 order approving the disclosure statement.

Objections to the Plan and ballots accepting or rejecting the Plan
are due Aug. 23 at 5:00 p.m.

The Plan is co-proposed by the Debtors and Russco Energy LLC.  The
Plan provides for the restructuring of Debtors and their emergence
from bankruptcy as reorganized privately held entities.

Under the Plan, the BTMK parties comprised of BTMK, BancTrust &
Co., BancTrust International, Inc., Christian Lovera, Carlos
Fuenmayor will have $7.5 million in claims paid in full on the
effective date, pursuant to a global settlement.

The Debtors have agreed to pay certain holders of allowed general
unsecured claims their pro rata share of (a) 20% of their allowed
general unsecured claim amounts over 36 equal monthly payments
starting on the first business day following the Effective Date,
plus (for non-insider holders) one 100% of the net proceeds, if
any, from all estate actions pursued by the creditor trustee.

All existing interests in the Debtors will be cancelled.  The 100%
of the new interests of ReoStar will be sold to Russco Energy for
(a) payment to the Debtors on the Effective Date of $2.16 million,
and (b) receipt and confirmation of $12.5 million in working
capital commitments with funds to be available immediately after
the Effective Date.

According to the Disclosure Statement, the Plan offers all
creditors in excess of what chapter 7 liquidation will provide.  A
chapter 7 liquidation will likely mean that general unsecured
creditors receive no distribution to the extent that BTMK's
secured claim may be allowed.

A copy of the Third Amended Disclosure Statement, as modified on
Aug. 2, 2012, is available at:

          http://bankrupt.com/misc/Reostar_DS_080212.pdf

Counsel to Russco Energy LLC is:

         Mark A. Castillo, Esq.
         CURTIS CASTILLO PC
         901 Main Street, Suite 6515
         Dallas, TX
         Tel: (214) 752-2222
         Fax: (214) 752-0709
         E-mail: mcastillo@curtislaw.net

                         About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  ReoStar filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.

Bankruptcy Judge D. Michael Lynn presides over the case.  Bruce W.
Akerly, Esq., and Arthur A. Stewart, Esq., at Cantey Hanger LLP,
in Dallas, represent the Debtors in their restructuring efforts.
Greenberg Taurig, LLP, serves as special corporate/securities
counsel.  Reostar Energy disclosed $15.3 million in assets and
$16.4 million in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner.

ReoStar filed for bankruptcy a few weeks after BT and MK Energy
and Commodities LLC, a Delaware Limited Liability Corporation
comprised of two members, BancTrust International, Inc., and MK
Oil Ventures LLC, accelerated a Union Bank note and issued a
foreclosure notice.  BTMK acquired full interest in ReoStar's $25
million line of credit from Union Bank.  Earlier in 2010, BT and
MK Capital expressed interested in investing in ReoStar and in
acquiring the line of credit for that purpose.  Roughly
$10.8 million of the Union Bank loan were then outstanding, and
Union Bank assigned the loan to BTMK for roughly $5.4 million.


REOSTAR ENERGY: Court Denies Employment of Curtis | Castillo
------------------------------------------------------------
The U.S. Bankruptcy Court Northern District of Texas denied
Reostar Energy Corporation, et al.'s request for permission to
employ Curtis | Castillo PC as special litigation counsel.
The Debtors propose to seek Curtis' services in relation to:

   -- the state court litigation brought by the Inglish Family and
the Dodson Family; and

   -- the litigation pending before the District Court, ReoStar
      Energy Corporation et al. v. BT&MK Energy and Commodities
      LLC et al.

                       About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  ReoStar filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.

Bankruptcy Judge D. Michael Lynn presides over the case.  Bruce W.
Akerly, Esq., and Arthur A. Stewart, Esq., at Cantey Hanger LLP,
in Dallas, represent the Debtors in their restructuring efforts.
Greenberg Taurig, LLP, serves as special corporate/securities
counsel.  Reostar Energy disclosed $15.3 million in assets and
$16.4 million in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner.

ReoStar filed for bankruptcy a few weeks after BT and MK Energy
and Commodities LLC, a Delaware Limited Liability Corporation
comprised of two members, BancTrust International, Inc., and MK
Oil Ventures LLC, accelerated a Union Bank note and issued a
foreclosure notice.  BTMK acquired full interest in ReoStar's $25
million line of credit from Union Bank.  Earlier in 2010, BT and
MK Capital expressed interested in investing in ReoStar and in
acquiring the line of credit for that purpose.  Roughly
$10.8 million of the Union Bank loan were then outstanding, and
Union Bank assigned the loan to BTMK for roughly $5.4 million.

The Plan provides that holders of general unsecured claims in each
of the Debtors will have 100% of the net proceeds from all estate
actions, and 20% of their allowed claim amounts over 36 equal
monthly payments, without interest.  According to the July 20
Plan, BT & MK has an estimated unsecured claim of $185,000 against
each of the Debtors only for voting purposes.  Unsecured creditors
are impaired.  Holders of existing interests won't receive
anything.  New interests will be sold to Russco Energy LLC.


RESIDENTIAL CAPITAL: White & Case Represents Junior Noteholders
---------------------------------------------------------------
White & Case LLP disclosed it represents the ad hoc group of
holders of those certain 9.625% Junior Secured Guaranteed Notes
due 2015 issued by debtor Residential Capital LLC pursuant to an
Indenture dated June 6, 2008.  The firm does not represent any
other entity in the Debtors' Chapter 11 cases except for the Ad
Hoc Group.  The Ad Hoc Group holds roughly $918,781,000 million in
aggregate face amount of the Notes:

Alliance Bernstein LP     $20,733,000 of Notes
                          $5,000,000 of DIP TLA-1

Appaloosa Management LP   $148,000,000 of Notes
                          $805,000 of 8.5% notes due 6/1/2012
                          $67,600,000 of 8.5% notes due 4/17/2013
                          $1,595,000 of 8.875% notes 6/30/2015

Davidson Kempner Capital
Management LLC            $115,467,000 of Notes

DO S1 Limited             $10,205,000 of Notes

Loomis, Sayles &
Company, L.P.             $297,772,000 of Notes
                          $1,260,000 of 8.5% notes due 4/17/2013
                          $210,000 of 8.875% notes due 6/30/2015
                          $95,000 of 8.5% notes due 6/1/2012
                          $50,000 of 8.375% notes due 5/17/2013
                          $200,000 of 9.875% notes due 7/1/2014

Marathon Asset
Management, L.P.          $93,845,000 of Notes
                          $6,000,000 of DIP TLA-1
                          $1,000,000 of DIP TLA-2

P. Schoenfeld Asset
Management LP             $5,000,000 of Notes
                          $17,500,000 of DIP TLA-1
                          $3,000,000 of DIP TLA-2
Pentwater Capital
Management LP             $84,172,000 of Notes
                          $10,000,000 of DIP TLA-1
                          $2,500,000 of DIP TLA-2

Silver Point Finance, LLC $46,585,000 of Notes
                          $15,000,000 of DIP TLA-1

Taconic Capital
Advisors LP               $19,000,000 of Notes

Venor Capital
Management LP             $31,000,000 of Notes

York Capital Management   $47,000,000 of Notes

                     About Residential Capital

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

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

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

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

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

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

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

According to Bloomberg News, following a hearing in June, the
bankruptcy judge scheduled auctions for Oct. 23.  A hearing to
approve the sales was set for Nov. 5.  Fortress Investment Group
LLC will make the first bid for the mortgage-servicing business,
while Berkshire Hathaway Inc. will serve as stalking-horse bidder
for the remaining portfolio of mortgages.

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


RESIDENTIAL CAPITAL: 15 Affiliates File SALs and SOFAs
------------------------------------------------------
Fifteen debtor-affiliates of Residential Capital LLC filed with
the Court their schedules of assets and liabilities, disclosing:

Debtor                                 Assets        Liabilities
------                                 ------        -----------
ditech, LLC                             $3,486,595         $1,879
DOA Holding Properties, LLC                $11,493     $3,719,702
EPRE LLC                                $8,104,299     $6,000,000
GMAC Residential Holding Company, LLC $109,550,785 $4,574,941,941
Homecomings Financial, LLC          $1,263,527,058 $1,146,205,741
ETS of Virginia, Inc.                   $1,343,359         $1,195
ETS of Washington, Inc.                    $12,500        $27,064
Executive Trustee Services, LLC       $276,910,840    $12,427,241
RCSFJV2004, LLC                        $16,971,799     $8,281,012
GMAC RH Settlement Services, LLC       $49,980,712     $9,604,009
Home Connects Lending Services, LLC    $54,588,775    $53,205,240
Passive Asset Transactions, LLC       $751,597,643   $380,676,376
Residential Consumer Services, LLC        $551,802       $479,012
RFC Asset Holdings II, LLC             $26,222,815   $625,788,660
RFC SFJV-2002, LLC                     $38,937,847     $5,753,429

                     Income from Employment

ditech, LLC, reported income from employment or operation of
business during the two-year period preceding the Petition Date:

     ($1,384)       01/01/2012 - 05/13/2012
     ($4,736)       Year 2011
     ($4,534)       Year 2010

DOA Holding Properties reported income from employment or
operation of business during the two-year period preceding the
Petition Date:

         ($34,785)  01/01/2012 - 05/13/2012
      $27,436,459   Year 2011
      $22,047,179   Year 2010

GMAC Residential Holding reported income from employment or
operation of business during the two-year period preceding the
Petition Date:

     ($60,876,748)  01/01/2012 - 05/13/2012
    ($831,559,607)  Year 2011
    ($210,709,919)  Year 2010

Homecomings Financial reported income from employment or
operation of business during the two-year period preceding the
Petition Date:

    $44,181,798     01/01/2012 - 05/13/2012
   $254,454,238     Year 2010
    $49,956,589     Year 2011

ETS of Virginia, Inc. reported income from employment or
operation of business during the two-year period preceding the
Petition Date:

   $159,406         01/01/2012 - 05/13/2012
   $304,107         Year 2011
   $659,687         Year 2010

ETS of Washington, Inc., reported income from employment or
operation of business during the two-year period preceding the
Petition Date:

  ($23,067)         01/01/2012 - 05/13/2012
        $0          Year 2010
  ($5,553)          Year 2011

Executive Trustee Services, LLC, reported income from employment
or operation of business during the two-year period preceding the
Petition Date:

   $12,906,976      01/01/2012 - 05/13/2012
   $39,453,634      Year 2011
   $49,665,239      Year 2010

RCSFJV2004, LLC, reported income from employment or operation of
business during the two-year period preceding the Petition Date:

   ($7,374)         01/01/2012 - 05/13/2012
  ($17,723)         Year 2011
  ($19,651)         Year 2010

GMAC RH Settlement Services, LLC, reported income from employment
or operation of business during the two-year period preceding the
Petition Date:

      $75,763       01/01/2012 - 05/13/2012
  ($1,168,083)      Year 2010
     $311,680       Year 2011

Home Connects Lending Services, LLC, reported income from
employment or operation of business during the two-year period
preceding the Petition Date:

      $75,763       01/01/2012 - 05/13/2012
     $311,678       Year 2011
  ($1,168,033)      Year 2010

Passive Asset Transactions, LLC, reported income from employment
or operation of business during the two-year period preceding the
Petition Date:

    $3,848,938      01/01/2012 - 05/13/2012
    $4,735,869      Year 2011
  ($12,353,666)     Year 2010

Residential Consumer Services, LLC, reported income from
employment or operation of business during the two-year period
preceding the Petition Date:

   ($2,880)         01/01/2012 - 05/13/2012
  ($20,040)         Year 2011
   $45,924          Year 2010

RFC Asset Holdings II, LLC, reported income from employment or
operation of business during the two-year period preceding the
Petition Date:

      ($956,889)    01/01/2012 - 05/13/2012
    ($5,335,491)    Year 2011
   $182,521,027     Year 2010

RFC SFJV-2002, LLC, reported income from employment or operation
of business during the two-year period preceding the Petition
Date:

  ($185,698)        01/01/2012 - 05/13/2012
  ($501,486)        Year 2011
  ($502,296)        Year 2010

              90-Day Payments to Creditors, Insiders

DOA Holding Properties paid $1,843,545 to Residential Funding
Company, LLC, a creditor who is an insider, during the 90-day
period prior to the Petition Date.

Homecomings Financials also paid $1,002,811, to Residential
Funding Company, LLC, a creditor who is an insider, during the
90-day period prior to the Petition Date.

ditech, LLC's Schedules are available for free at
http://is.gd/7sBL3Kand Statements at http://is.gd/uq4d8N

DOA Holding Properties' Schedules are available for free at
http://is.gd/G6amS1and Statements at http://is.gd/icSHx8

EPRE LLC's Schedules are available for free at
http://is.gd/7QI0myand Statements at http://is.gd/p4IfMR

GMAC Residential Holding's Schedules are available for free at
http://is.gd/QWZyIR,Statements at http://is.gd/UGN2RKand
payments to creditors and insiders during the 90-day period prior
to the Petition Date at http://is.gd/udwlPp

Homecomings Financial's Schedules are available for free at
http://is.gd/wSwxTeand Statements at http://is.gd/koIbCx

ETS of Virginia's Schedules are available for free at
http://is.gd/3C87tQand Statements at http://is.gd/2Nq14z

ETS of Washington's Schedules are available for free at
http://is.gd/TmOudSand Statements at http://is.gd/HzcfNm

Executive Trustee's Schedules are available for free at
http://is.gd/5aSWOnand Statements at http://is.gd/LuLJJA

RCSFJV2004's Schedules are available for free at
http://is.gd/902N02and Statements at http://is.gd/L06VMq

GMAC RH's Schedules are available for free at http://is.gd/eoxfGz
and Statements at http://is.gd/I8TMWC

Home Connects Lending Services, LLC's Schedules are available for
free at http://is.gd/ZpDmFDand Statements at http://is.gd/ySFhyz

Passive Asset Transactions, LLC's Schedules are available for
free at http://is.gd/mezGOKand Statements at http://is.gd/IMdal4

Residential Consumer Services, LLC's Schedules are available for
free at http://is.gd/hVfuOZand Statements at http://is.gd/hAFkkq

RFC Asset Holdings II, LLC's Schedules are available for free at
http://is.gd/PvVD3Nand Statements at http://is.gd/zOWYHo

RFC SFJV-2002, LLC's Schedules are available for free at
http://is.gd/vnC97Fand Statements at http://is.gd/ZjB4Dz

                     About Residential Capital

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

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

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

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

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

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

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

According to Bloomberg News, following a hearing in June, the
bankruptcy judge scheduled auctions for Oct. 23.  A hearing to
approve the sales was set for Nov. 5.  Fortress Investment Group
LLC will make the first bid for the mortgage-servicing business,
while Berkshire Hathaway Inc. will serve as stalking-horse bidder
for the remaining portfolio of mortgages.

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


RESIDENTIAL CAPITAL: Four Affiliates Report $0 Assets
-----------------------------------------------------
Four debtor-affiliates of Residential Capital LLC filed with the
Court their schedules of assets and liabilities, disclosing $0 in
assets against these liabilities:

   Debtor                                             Liabilities
   ------                                             -----------
   DOA Properties IX (Lots-Other), LLC                    $88,788
   Equity Investment I, LLC                          $385,574,163
   GMAC-RFC Holding Company, LLC                   $1,128,264,150
   Residential Funding Mortgage Securities II, Inc.   $14,500,000

DOA Properties IX reported income from employment or operation of
business during the two-year period preceding the Petition Date:

           $0       01/01/2012 - 05/13/2012
         $531       Year 2011
   $1,706,583       Year 2010

Equity Investment I reported income from employment or operation
of business during the two-year period preceding the Petition
Date:

      ($48,179)     01/01/2012 - 05/13/2012
    $8,628,289      Year 2010
   $10,435,891      Year 2011

GMAC-RFC Holding reported income from employment or operation of
business during the two-year period preceding the Petition Date:

   $103,877,212     01/01/2012 - 05/13/2012
             $0     Year 2010
  ($109,694,509)    Year 2011

DOA Properties IX's Schedules are available for free at
http://bankrupt.com/misc/DOAPropertiesSAL.pdfand Statements at
http://bankrupt.com/misc/DOAPropertiesSOFA.pdf

Equity Investment I's Schedules are available for free at
http://bankrupt.com/misc/EquityInvestmentSAL.pdfand Statements
at http://bankrupt.com/misc/EquityInvestmentSOFA.pdf

GMAC-RFC Holding's Schedules are available for free at
http://bankrupt.com/misc/GMACRFCSAL.pdfand Statements at
http://bankrupt.com/misc/GMACRFCSOFA.pdf

Residential Funding Mortgage Securities II, Inc.'s Schedules are
available for free at http://bankrupt.com/misc/ResiFMortSAL.pdf
and Statements at http://bankrupt.com/misc/ResiFMortSOFA.pdf

                     About Residential Capital

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

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

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

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

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

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

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

According to Bloomberg News, following a hearing in June, the
bankruptcy judge scheduled auctions for Oct. 23.  A hearing to
approve the sales was set for Nov. 5.  Fortress Investment Group
LLC will make the first bid for the mortgage-servicing business,
while Berkshire Hathaway Inc. will serve as stalking-horse bidder
for the remaining portfolio of mortgages.

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


RESIDENTIAL CAPITAL: Three Affiliates Report $0 Liabilities
-----------------------------------------------------------
Three debtor-affiliates of Residential Capital LLC filed with the
Court their schedules of assets and liabilities, disclosing $0 in
liabilities and these assets:

   Debtor                                   Assets
   ------                                   ------
   GMAC Model Home Finance, LLC          $1,961,719
   GMAC Mortgage USA Corporation         $1,082,914
   RFC Construction Funding, LLC           $829,350

GMAC Model Home reported income from employment or operation of
business during the two-year period prior to the Petition Date:

     $270,554       01/01/2012 - 05/13/2012
  ($1,586,516)      Year 2011
           $0       Year 2010

GMAC Mortgage USA reported income from employment or operation of
business during the two-year period prior to the Petition Date:

   $1,807           01/01/2012 - 05/13/2012
   $4,766           Year 2011
   $4,054           Year 2010

RFC Construction Funding, LLC, reported income from employment or
operation of business during the two-year period prior to the
Petition Date:

       $2,348       01/01/2012 - 05/13/2012
   $3,642,424       Year 2011
   $7,375,318       Year 2010

GMAC Model Home's Schedules are available for free at
http://bankrupt.com/misc/GMACModelSAL.pdfand Statements at
http://bankrupt.com/misc/GMACModelSOFA.pdf

GMAC Mortgage USA's Schedules are available for free at
http://bankrupt.com/misc/GMACMortSAL.pdfand Statements at
http://bankrupt.com/misc/GMACMortSOFA.pdf

RFC Construction Funding's Schedules are available for free at
http://bankrupt.com/misc/ResiFMortSAL.pdfand Statements at
http://bankrupt.com/misc/ResiFMortSOFA.pdf

                     About Residential Capital

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

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

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

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

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

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

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

According to Bloomberg News, following a hearing in June, the
bankruptcy judge scheduled auctions for Oct. 23.  A hearing to
approve the sales was set for Nov. 5.  Fortress Investment Group
LLC will make the first bid for the mortgage-servicing business,
while Berkshire Hathaway Inc. will serve as stalking-horse bidder
for the remaining portfolio of mortgages.

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


RESIDENTIAL CAPITAL: 23 Affiliates Report $0 Assets & Debts
-----------------------------------------------------------
Twenty-three debtor-affiliates of Residential Capital, LLC, filed
with the Court their schedules of assets and liabilities,
disclosing $0 in both assets and debts:

   * PATI Real Estate Holdings, LLC
   * RAHI A, LLC
   * RAHI B, LLC
   * RAHI Real Estate Holdings, LLC
   * GMACM Borrower LLC
   * Residential Accredit Loans, Inc.
   * GMACM REO LLC
   * GMACR Mortgage Products, LLC
   * Residential Asset Securities Corporation
   * HFN REO Sub II, LLC
   * Residential Consumer Services of Alabama, LLC
   * Homecomings Financial Real Estate Holdings, LLC
   * Residential Consumer Services of Ohio, LLC
   * Ladue Associates, Inc.
   * Residential Consumer Services of Texas, LLC
   * PATI A, LLC
   * PATI B, LLC
   * Residential Funding Mortgage Securities I, Inc.
   * RFC Borrower LLC
   * RFC REO LLC
   * Residential Funding Real Estate Holdings, LLC
   * Residential Mortgage Real Estate Holdings, LLC
   * RFC-GSAP Servicer Advance, LLC

These Debtors also disclosed that they did not earn any income
from the operation of their businesses during the two-year period
preceding the Petition Date.

                     About Residential Capital

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

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

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

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

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

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

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

According to Bloomberg News, following a hearing in June, the
bankruptcy judge scheduled auctions for Oct. 23.  A hearing to
approve the sales was set for Nov. 5.  Fortress Investment Group
LLC will make the first bid for the mortgage-servicing business,
while Berkshire Hathaway Inc. will serve as stalking-horse bidder
for the remaining portfolio of mortgages.

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


RITZ CAMERA: Meeting of Creditors Continued Until Aug. 28
---------------------------------------------------------
The U.S. Trustee for Region 3 continued until Aug. 28, 2012, the
meeting of creditors in the Chapter 11 cases of Ritz Camera &
Image, L.L.C., et al.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


RITZ CAMERA: OK'd to Hire David Angress as Business Consultant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Ritz Camera & Image, L.L.C., et al.'s amended motion for
authorization to:

   -- employ David Angress as business consultant from June 22,
      2012, to July 13, 2012; and

   -- pay Mr. Angress $20,923 plus reimbursement of expenses in
      the amount of $3,605 for consulting services rendered.

Mr. Angress will not be entitled to any indemnification pursuant
to the consulting agreements.

Mr. Angress will provide, among other things:

   -- merchandizing, imaging, services, private label, marketing,
      vendor, online/offline strategies;

   -- optimal store layout; and

   -- optimal geographic layout, including how the Debtors can
      best manage their newly configured and reduced number of
      "go-forward stores."

Pursuant to the consulting agreement, the compensation of
Mr. Angress for the services will include a monthly fee of
$30,500.

To the best of the Debtors' knowledge, Mr. Angress holds to no
interest adverse to the Debtor's estate.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


RITZ CAMERA: SSG Capital OK'd as Exclusive Investment Banker
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Ritz Camera & Image, L.L.C., et al., to employ SSG Capital
Advisors, LLC as their exclusive investment banker.

As reported in the Troubled Company Reporter on July 31, 2012,
SSG is expected to, among other things:

   -- prepare an information memorandum describing the Company,
      its historical performance and prospects, including existing
      contracts, marketing and slae, labor force, and management
      and anticipated financial results of the Company;

   -- assist the Company in compiling a data room of any necessary
      and appropriate documents related to the sale; and

   -- assist the Company in developing a list of suitable
      potential buyers who will be contacted on a discreet and
      confidential basis after approval by the Company.

SSG will be paid:

   a) initial fee of $50,000;

   b) sale fee equal to the lesser of (i) $500,000, or (ii)
      $150,000 plus 1.5% of the total consideration; and

   c) a supplemental sale fee equal to $100,000.

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

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


RG STEEL: Creditors Committee Can Retain Saul Ewing as Co-Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of WP Steel Venture LLC, et al., to retain Saul Ewing LLP as
co-counsel.

As reported in the Troubled Company Reporter on July 20, 2012, the
hourly rate of Saul Ewing's personnel are:

         Partners                    $350 - $750
         Special Counsel             $300 - $495
         Associates                  $245 - $425
         Paraprofessionals           $160 - $275

To the best of the Committee's knowledge, Saul Ewing does not
represent nor hold any interest adverse to the interest of the
Debtors' estate.

                          About RG Steel

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

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

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.  RG Steel LLC disclosed
$1,293,320,461 in assets and $1,050,005,993 in liabilities as of
the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.

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

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

RG Steel LLC sold the Sparrows Point steel mill to liquidator
Hilco Industrial on Aug. 7 for about $72 million,

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

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

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


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

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property        $1,293,320,461
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $884,534,755
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $165,471,238
                                 -----------      -----------
        TOTAL                 $1,293,320,461    $1,050,005,993

Debtor-affiliates also filed their respective schedules,
disclosing:

       Company                           Assets    Liabilities
       -------                           ------    -----------
RG Steel Railroad Holding, LLC       $10,699,755   $786,048,850
RG Steel Wheeling, LLC              $391,248,391   $833,119,975
WP Steel Venture LLC                          $0   $783,686,088
Metal Centers LLC                             $0   $783,868,088
RG Steel Sparrows Point, LLC        $971,205,875 $1,485,002,140
RG Steel Wheeling Steel Group, LLC ($70,976,645)   $783,868,088
RG Steel Warren, LLC                $283,510,963   $950,217,281

Copies of the schedules are available for free at:

    http://bankrupt.com/misc/RGSTEEL_WPSteel_sal.pdf
    http://bankrupt.com/misc/RGSTEEL_WPSteel_sal2.pdf
    http://bankrupt.com/misc/RGSTEEL_WPSteel_sal3.pdf
    http://bankrupt.com/misc/RGSTEEL_WPSteel_sal4.pdf
    http://bankrupt.com/misc/RGSTEEL_WPSteel_sal5.pdf
    http://bankrupt.com/misc/RGSTEEL_WPSteel_sal6.pdf
    http://bankrupt.com/misc/RGSTEEL_WPSteel_sal7.pdf
    http://bankrupt.com/misc/RGSTEEL_WPSteel_sal8.pdf

                          About RG Steel

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

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

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

Judge Kevin J. Carey presides over the case.

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

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

RG Steel LLC sold the Sparrows Point steel mill to liquidator
Hilco Industrial on Aug. 7 for about $72 million,

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

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

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


RG STEEL: Huron Consulting Approved as Panel's Financial Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of WP Steel Venture LLC, et al., to retain Huron Consulting
Services LLC as its financial advisor.

As reported in the Troubled Company Reporter on July 20, 2012, the
hourly rates of Huron personnel are:

         Managing Directors                $680 - $750
         Directors                         $535 - $650
         Managers                          $420 - $450
         Associates and Analysts           $250 - $350

Huron has not received a retainer in this matter.

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

                          About RG Steel

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

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

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.  RG Steel LLC disclosed
$1,293,320,461 in assets and $1,050,005,993 in liabilities as of
the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.

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

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

RG Steel LLC sold the Sparrows Point steel mill to liquidator
Hilco Industrial on Aug. 7 for about $72 million,

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

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

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


RG STEEL: Kramer Levin Approved as Creditors Committee's Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of WP Steel Venture LLC, et al., to retain Kramer Levin
Naftalis & Frankel LLP as its counsel.

As reported in the Troubled Company Reporter on July 20, 2012, it
is anticipated that Kramer Levin's personnel responsible in
representing the Debtors and their hourly rates are:

         Thomas Moers Mayer, partner
         and co-chairman of corporate
         restructuring practice              $1,025

         Gregory A. Harowitz, partner          $865

         Joshua K. Brody, partner              $770

         Partners                          $675 - $1,025

         Associates                        $375 -   $765

Mr. Mayer will charge a discounted rate of $990 per hour work for
the duration of the cases.

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

                          About RG Steel

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

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

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.  RG Steel LLC disclosed
$1,293,320,461 in assets and $1,050,005,993 in liabilities as of
the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.

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

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

RG Steel LLC sold the Sparrows Point steel mill to liquidator
Hilco Industrial on Aug. 7 for about $72 million,

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

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

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


RIVER CANYON: Court Approves Dennis Hogan as Accountant
-------------------------------------------------------
River Canyon Real Estate Investments, LLC, sought and obtained
permission from the Bankruptcy Court to employ Dennis Hogan &
Associates P.C. as accountants nunc pro tunc May 23, 2012.

The Debtor desires to employ DHA to assist in preparing tax
returns and tax-related documents and schedules, and in general
accounting and tax matters including the preparation of monthly
operating reports.  The Debtor has selected DHA by reason of its
expertise and experience in tax preparation and accounting matters
and believes that DHA is well qualified to assist the Debtor.
Since 2001, DHA has provided accounting services to the Debtor.

DHA will bill the Debtor on an hourly basis.  Mr. Hogan is the
individual likely to perform the services on behalf of the Debtor;
his hourly rate is $185.  Other employees of DHA who may provide
services to the Debtor currently bill at the hourly rate range of
$55 to $160.

                        About River Canyon

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

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

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

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

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

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


RIVER CANYON: U.S. Trustee Unable to Form Committee
---------------------------------------------------
Richard A. Wieland, the United States Trustee for Region 19, said
an official committee under 11 U.S.C. Sec. 1102 has not been
appointed in the bankruptcy case of River Canyon Real Estate
Investments, LLC, because an insufficient number of persons
holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee should interest develop among
the creditors.

                        About River Canyon

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

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

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

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

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

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


SCOTT'S MIRACLE: Moody's Says Dividend Increase Credit Negative
---------------------------------------------------------------
Scott's Miracle Gro (Ba2 stable) said on August 10th that adjusted
EBITDA for the first nine months was down around $80 million to
just under $340 million yet it was increasing its dividend by 8%.
The primary contributor to the earnings degradation was gross
margin, which was down more than 300 basis points in the quarter
to 34.5%. Moody's Investors Service said the earnings
disappointment and dividend increase are credit negatives, but not
enough to move the ratings or outlook.

Rating Rationale

The Ba2 Corporate Family Rating reflects Scott's strong market
position, efficient operational platform, strong customer
relationships and commitment to brand support and product
development. The ratings are constrained by the seasonality of its
earnings and cash flows, shareholder focus, weather dependency,
exposure to volatile raw materials prices, and by its highly
concentrated customer base. In addition, Moody's believes that
Scott's will likely use its excess cash flow over the medium term
for share repurchases or, to a lesser extent, targeted
acquisitions, and will be reliant on its revolver for seasonal
working capital needs. The rating incorporates Moody's expectation
that higher and more focused marketing expenditures will drive
sales growth and that financial leverage over the longer term will
be reduced through earnings growth.

The principal methodology used in rating Scott's Miracle Gro was
Moody's Global Packaged Goods Industry methodology published in
July 2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Scott's is a manufacturer and marketer of consumer lawn care and
garden products, primarily in North America and in Europe. Scott's
also operates the Scotts Lawn Service business and sells
professional products. Revenue for the 12 months ending June 30,
2012 approximated $2.9 billion.


SEDONA DEVELOPMENT: Court Approves Stinson Morrison as Counsel
--------------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona authorized Sedona Development Partners, LLC
and The Club at Seven Canyons, LLC to employ Stinson Morrison
Hecker LLP as counsel effective June 26, 2012.

The Court has determined that the representation of the Debtors by
SMH is proper in light of the withdrawal of representation by the
Polsinelli Shughart firm.

As reported in the Troubled Company Reporter on July 12, 2012,
Polsinelli Shughart notified the Court that it has withdrawn as
counsel of record for the Debtors in all further proceedings.  The
firm explained that the Debtor had not paid the approved fees.

Alan A. Meda, a partner at SMH, tells the Court that the hourly
rates for attorneys range from $190 to $650 and for paralegals and
other legal assistants from $95 to $225.

On June 26, the Debtors provided SMH with a $100,000 retainer.
SMH will retain all funds received from the Debtors in its trust
account pending this Court's approval of SMH's interim
applications for compensation.

Mr. Meda discloses that SMH represents Granite Dells Ranch
Holdings, LLC as bankruptcy counsel in a pending Chapter 11
bankruptcy case.  The Debtors and Granite Dells are related
through common management and may be considered affiliates.  SMH
has also previously represented and may represent GECC and
Colonial Leasing on matters unrelated to the representation of the
Debtors in their bankruptcy cases.  SMH has requested a waiver of
any potential conflicts and special conflicts counsel will be
retained to represent the Debtors relative to any matter
arising adverse to GECC and/or Colonial Leasing.

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

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.

As reported in the Troubled Company Reporter on Dec. 9, 2011,
Judge Redfield Baum ordered that the approval of the Debtors'
disclosure statements is vacated.  Judge ordered that both the
Debtors and Specialty Financial, Inc., are required to provide
significantly more specific information to get approval of any
disclosure statement.  Specialty's amended disclosure statement
was also denied approval.

Specialty Mortgage Corporation, as servicer for Specialty Trust,
filed with the Court a Second Amended Disclosure Statement in
support of its Second Amended Creditor Plan of Liquidation for the
Debtors.

For purposes of the Liquidating Plan only, the Plan Proponent
adopts the valuations asserted by Debtors regarding their real and
personal property assets.  Under the Liquidating Plan, the various
"auction lots" will be separately sold at open auction through a
series of 1129(b) auctions.

Specialty will provide additional funding, if needed.


SEQUOIA PARTNERS: Has Until Sept. 21 to File Amended Plan Outline
-----------------------------------------------------------------
The Hon. Frank R. Alley of the U.S. Bankruptcy Court for the
District of Oregon extended Sequoia Partners, LLC's deadline
until:

   -- Sept. 21, 2012, to file an amended disclosure statement; and

   -- Sept. 28, to file a response to Rogue River Mortgage, LLC's
      motion for summary judgment.

According to the Debtor, the extensions would enable them to
sufficiently amend its disclosure statement and plan, which
needed: (1) the completed appraisal and (2) the Court's ruling on
the Debtor's motion for summary judgment regarding fraudulent
transfer claims, which will potentially alter the scope of the
secured claims of RRM.  The amended disclosure statement and plan
cannot be finalized without an appraisal and the process available
to unsecured creditors will also not be known until the Court
rules on the MSJ.

In this connection, the Debtor noted that the Court authorized the
employment of CB Richard Ellis to conduct an appraisal of the
Debtor's property, the Paradise Ranch Resort.  CBRE required
$30,000 in advance to begin the appraisal work.

                    About Sequoia Partners, LLC

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on
Dec. 29, 2010.  Tara J. Schleicher, Esq., at Farleigh Wada Witt
Attorneys, serves as the Debtor's bankruptcy counsel.  Beowulf
Consulting, LLC, serves as accountant.  CPM Real Estate Services,
Inc., serves as loan broker.  The Debtor estimated assets at $50
million to $100 million and debts at $10 million to
$50 million.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
members to the official committee of unsecured creditors.   The
Committee tapped Douglas R. Schultz and Cassie K. Jones and the
law firm of Gleaves Swearingen Potter & Scott LLP as its counsel.

The Debtor's Plan proposes to sell the property and the goodwill
of the Debtor to US Capital or the highest bidder and distribute
the proceeds to secured and unsecured creditors.


SHARPER IMAGE: To End With Distributions to Creditors
-----------------------------------------------------
U.S. Bankruptcy Judge Kevin Gross granted a motion Monday by TSIC
Inc., formerly the Sharper Image, for procedures for dismissing
its Chapter 11 case and the disallowance of claims by a class of
consumers who owned gift cards the retailer issued before going
under.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that what remains of Sharper Image Corp. will conclude the
bankruptcy with a distribution to some priority and unsecured
creditors even though the liquidated 184-store specialty retailer
is unable to comply with the requirements for carrying out a
Chapter 11 plan.

Although the liquidators originally were to pay $51.25 million,
they lowered the price when problems were discovered regarding
intellectual property.  The price ended up being $49 million after
auction.  The company said the results of the closing sales were
"disappointing by a large margin."  In a July filing in bankruptcy
court, the company said it has enough remaining cash to pay
expenses of the Chapter 11 effort although insufficient funds for
full payment on priority claims that must be fully covered before
a Chapter 11 plan can be approved.

The report notes that the U.S. Bankruptcy Court in Delaware
approved procedures last week leading into a dismissal of the
Chapter 11 case.  The official creditors' committee is holding
about $500,000 resulting from a settlement that doesn't belong to
the bankrupt company.  The bankruptcy judge approved a process for
fixing the amount of unsecured claims that total about $160,000.

The report relates that ultimately, the committee will make a
distribution of about 0.3% to unsecured creditors, while the
bankruptcy judge determines how much in fees will be paid to
professionals.  As a result of the approved procedures, unsecured
creditors will receive a small distribution even though priority
claims are not fully paid.  Priority claims include taxes and some
other debts that in ordinary bankruptcies must be paid before
unsecured creditors.

                        About Sharper Image

Headquartered in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- was a multi-channel specialty
retailer.  It operated in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The Company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it was also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The Company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D. Del. Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP, serve
as the Company's lead counsel.  Steven K. Kortanek, Esq., and John
H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice, P.L.L.C.,
serve as the Company's local Delaware counsel.

An official committee of unsecured creditors was appointed in the
case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it disclosed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor disclosed $52,962,174 in total assets and
$39,302,455 in total debts.

Sharper Image changed its name to "TSIC, Inc." following the going
out of business sales of its assets by a group consisting of
Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco
Merchant Resources, LLC, and Hilco Consumer Capital, LLC.


SINO-FOREST: Files CCAA Plan of Compromise & Reorganization
-----------------------------------------------------------
Sino-Forest Corporation disclosed that in connection with its
creditor protection proceedings under the Companies' Creditors
Arrangement Act (Canada); it has filed with the Ontario Superior
Court of Justice a Plan of Compromise and Reorganization
concerning Sino-Forest.  Sino Forest intends to bring a motion
before the Court on Aug. 28, 2012, for an Order authorizing and
directing that a meeting of creditors in respect of the Plan be
held in either late September or early October, 2012.

The Plan is the result of extensive arm's length negotiations
between counsel to SFC, counsel to the Board, and the advisors to
an ad hoc group of the Company's noteholders.  The Monitor and its
counsel have also been involved throughout the course of
negotiations.  The Board of Directors of Sino-Forest believes that
the Plan represents the best available outcome in the
circumstances.  Sino-Forest is working to implement the Plan as
soon as possible so as to preserve and maximize the value of its
enterprise.

Consistent with the agreement with an ad hoc committee of its
noteholders (the "Initial Consenting Noteholders") disclosed by
Sino-Forest on March 30, 2012, the Plan provides for a
restructuring transaction (the "Restructuring Transaction") under
which Sino-Forest would transfer substantially all of its assets,
other than certain excluded assets, to a newly formed entity
("Newco") to be owned by the "Affected Creditors" of Sino-Forest.

The class of Affected Creditors includes Sino-Forest's current
noteholders and certain other creditors of Sino-Forest, and
excludes unaffected claims, equity claims, related indemnity
claims, subsidiary intercompany claims, and certain other claims.

The assets transferred to Newco pursuant to the Restructuring
Transaction would include all of the shares of the Company's
directly owned subsidiaries which own, directly or indirectly, all
of the business operations of the Company.  The assets transferred
to Newco would not include, among other things, certain litigation
claims of the Company against third parties which would be
transferred to a litigation trust to be established to pursue such
claims on behalf of the Affected Creditors and certain other
stakeholders, and cash in an amount to be agreed to fund the
Litigation Trust.

Generally, the Plan provides for treatment of claims as described
in Schedule "A" to this press release.  Further information
regarding the treatment of claims and the other terms of the Plan
will be available in the Information Circular to be filed by the
Company, and in the Plan itself.

In order to be effective, the Plan must be approved by a majority
in number of Affected Creditors with proven claims, and two-thirds
in value of the proven claims held by the Affected Creditors, in
each case who vote on the Plan at the meeting of Affected
Creditors.  The Plan is also subject to the approval of the Court.

In addition, the Plan is subject to numerous conditions precedent
which must be satisfactory to the Company and the Initial
Consenting Noteholders, as well as receipt of necessary regulatory
approvals in People's Republic of China and Canada, and
satisfactory due diligence confirmation on the part of the Initial
Consenting Noteholders.

                      About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption. The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.


SOLYNDRA LLC: Fired Workers to Be Paid Alongside Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC agreed to a $3.5 million settlement with
workers who were fired without the 60 days' notice required under
federal law known as the Warn Act.

According to the report, the company halted operations and fired
most workers in Aug. 2011, followed by a Chapter 11 filing in
September.  After bankruptcy, class-action suits were filed on
behalf of the workers.  If the workers were to win, their lost
wages would be entitled to priority and paid in full under a
Chapter 11 plan.  Solyndra agreed to settle by paying $3.5
million.  Damages could have been $15 million, the company said.

In a motion filed in Delaware bankruptcy court, Solyndra asked the
court to approve a $3.5 million settlement to resolve claims the
company violated the WARN Act, saying the agreement was fair and
reasonable, according to Bankruptcy Law360.

The Bloomberg report relates that lawyers for the workers will
receive about one-third of the settlement fund.  Workers will be
paid only after the settlement and Solyndra's Chapter 11 plan are
both approved by the U.S. Bankruptcy Court in Delaware.  The
bankruptcy judge holds the first of two hearings on Sept. 7.

The report notes at the initial hearing, the judge will give
preliminary approval for the settlement and call for notice to
each worker.  There will be a second hearing, called a fairness
hearing, for final approval of the settlement.  Workers have the
option of opting out and pursuing claims on their own.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5 percent to 6 percent
to unsecured creditors with claims totaling as much as $120
million. Unsecured creditors with $27 million in claims against
the holding company are projected to have a 3 percent dividend.


SMF ENERGY: Files Chapter 11 Liquidating Plan
---------------------------------------------
SMF Energy Corporation and its affiliates filed a Joint Plan of
Liquidation last week.  An auction for the Debtors' vehicles
yielded $10.75 million.  Wells Fargo Bank N.A., the secured
lender, has been partly paid from the sale proceeds, pursuant to
the cash collateral order.  Holders of unsecured claims estimated
to total $5.7 million will recover up to 70%.  Each holder of an
unsecured claim not more than $1,000 or who elect to reduce the
claim to $1,000 will recover 100% in cash on the effective date.
Holders of equity interests will only receive distributions after
claimants are paid in full.  The Debtors said that unsecured
creditors will only recover 50% in a Chapter 7 liquidation
scenario, compared with the average of 64% under the Plan.  A copy
of the Disclosure Statement is available for free at
http://bankrupt.com/misc/SMF_Energy_DS_080712.pdf

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A.,
shut off access to a revolving credit loan and declared a default.
The bank is owed $11.2 million, including $8 million on a
revolving credit secured by all assets.  SMF Energy disclosed
$16,387,456 in assets and $31,160,009 in liabilities as of the
Chapter 11 filing.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its chief restructuring
officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  Bayshore Partners, LLC,
serves as their investment banker.  The petition was signed by
Soneet R. Kapila, the CRO.

The Debtors tapped Harry Stampler and Stampler Auctions for the
sale and liquidation of the assets of the Debtors located at 200
West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida
through an auction sale scheduled for July 19, 2012, at the
Property.

The Debtors entered an asset purchase agreement, subject to higher
and better offers, with Sun Coast Resources which provides that
Sun Coast would acquire the assets and vehicles outside of Texas
for a total purchase price of $9 million plus the value of the
Companies' inventory that is acquired plus the cure amounts
necessary to assume and assign executory contracts.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.  Robert
Paul Charbonneau and the law firm of Ehrenstein Charbonneau
Calderin represents the creditors.


SPRINGLEAF FINANCE: Incurs $43.2 Million Net Loss in 2nd Quarter
----------------------------------------------------------------
Springleaf Finance Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $43.24 million on $413.41 million of total interest
income for the three months ended June 30, 2012, compared with a
net loss of $59.29 million on $468.07 million of total interest
income for the same period during the prior year.

The Company reported a net loss of $91.20 million on $855.50
million of total interest income for the six months ended June 30,
2012, compared with a net loss of $114.47 million on $939.29
million of total interest income for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $15.29
billion in total assets, $13.95 billion in total liabilities and
$1.34 billion in total shareholders' equity.

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

                        http://is.gd/JD6x7V

                     About Springleaf Finance

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

                           *     *     *

The Troubled Company Reporter said on Feb. 8, 2012, that Standard
& Poor's Ratings Services lowered its issuer credit rating on
Springleaf Finance Corp. and its issue credit rating on the
company's senior unsecured debt to 'CCC' from 'B'.  Standard &
Poor's also said it lowered its issue credit ratings on
Springfield's senior secured debt to 'CCC+' from 'B+' and on the
company's preferred debt to 'CC' from 'CCC-'.  The outlook on
Springleaf's issuer credit rating is negative.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

As reported by the Troubled Company Reporter on Sept. 9, 2011,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) and
unsecured debt ratings on Springleaf Finance, Inc. (Springleaf)
and affiliates to 'CCC' from 'B-'.

The downgrade of Springleaf's IDR was driven by Fitch's continued
concerns regarding the company's lack of meaningful liquidity and
funding flexibility, as $2 billion of unsecured debt matures in
2012.  Minimal progress has been made in implementing a long-term
funding plan since the acquisition by Fortress Investment Group
LLC (Fortress) in November 2010; therefore, barring meaningful
access to the securitization market over the next several months,
Springleaf may have insufficient flexibility to address its near-
term debt maturities.

In the June 5, 2012, edition of the TCR, Moody's Investors Service
downgraded Springleaf Finance Corporation's senior unsecured and
corporate family ratings to Caa1 from B3.  The downgrade reflects
Springleaf's funding constraints and uncertain liquidity outlook,
increased operational stresses, and record of operating losses
since early 2008.


STARLIGHT INVESTMENTS: Liquidators Shuts Chapter 15 Case
--------------------------------------------------------
Melvyn J. Carter, John A.G. Alexander and Robin H. Davis, as joint
liquidators of Starlight Investments Limited, ask the U.S.
Bankruptcy Court Southern District of New York for order closing
the Chapter 15 case.

As reported in the Troubled Company Reporter on May 25, 2012, the
Hon. Stuart M. Bernstein recognized the Debtor's case as a foreign
main proceeding pursuant to Sections 1517(a) and (b)(1) of the
Bankruptcy Code.  The UK Proceeding is pending in the London,
England.

The joint liquidators explain that with the UK Proceeding
essentially complete, there is no further activity anticipated in
the case.  The joint liquidators note that in connection with the
sale order, the joint liquidators exercised the warrant held by
the Debtor in Prolor.  Due to the cost of exercising the WaferGen
Bio-systems, Inc. warrant and the associated market price of
WaferGen stock, the joint liquidators declined to exercise the
WaferGen warrant by its expiration date.  The joint liquidators
are in the process of selling the Prolor and WaferGen shares
consistent with the terms of the sale order.

                    About Starlight Investments

Starlight Investments is a company registered in the England and
Wales.  On July 15, 2008, James J. (Shay) Bannon, Mark J. Shaw and
Toby S. Underwood were appointed as joint administrative receivers
of Starlight Investments by Norwich Union Mortgage Finance
Limited, pursuant to a deed of legal charge between Starlight
Investments and Norwich, dated Aug. 30, 2002.  Norwich officially
changed its name to Aviva Commercial Finance Limited by its
shareholders passing a special resolution (75% majority) pursuant
to section 28 of the Companies Act of 1985, a UK statute.  On Dec.
30, 2010, Toby S. Underwood ceased to act as an administrative
receiver of Starlight Investments, leaving James J. (Shay) Bannon
and Mark J. Shaw as the joint administrative receivers of
Starlight Investments.  The Receivership Appointment coincided
with enforcement action being taken by Norwich in relation to
Starlight Investments' group.

On April 30, 2009, Starlight Investments was placed into
creditors' voluntary liquidation by a special resolution (75%
majority) of Starlight Investments' shareholders under section
378(2) of the Companies Act and section 84(1)(b) of the Insolvency
Act of 1986, and the Petitioners were appointed as Joint
Liquidators following resolutions of the Debtor's shareholders,
under section 100 of the Insolvency Act, and of the Debtors'
creditors, under section 98 of the Insolvency Act.

The Joint Liquidators have filed a notice of appointment of
liquidator with the Registrar of Companies for England and Wales,
pursuant to section 109(1) of the Insolvency Act.

The Liquidators of Starlight Investments filed a Chapter 15
petition (Bankr. S.D.N.Y. Case No. 12-11566) on April 16, 2012,
seeking recognition of the UK Proceeding as a "foreign main
proceeding" as defined in Bankruptcy Code section 1502(4) and
seeking other necessary relief in support of the UK Proceeding.
Judge Stuart M. Bernstein presides over the Chapter 15 case.
Timothy W. Walsh, Esq., at DLA Piper LLP (US), in New York, serves
as counsel of the foreign representative.  The Debtor is estimated
to have assets of US$100 million to US$500 million and debts of
US$500 million to US$1 billion.

The Stock is among the Debtor's last remaining property to be
liquidated in connection with the UK Proceeding.  The Stock
consists of 200,000 shares of Modigene common stock, a warrant to
purchase 50,000 shares of Modigene common stock, 200,000 shares of
WaferGen common stock and a warrant to purchase 60,000 share of
WaferGen common stock.  Shares of Modigene trade publicly on the
American Stock Exchange under the symbol PBTH and shares of
WaferGen trade publicly on the Over-the-Counter Bulletin Board
under the symbol WGBS.

As required by section 4(2) of the Securities Act of 1933, as
amended, 15 U.S.C. Sections 77a et seq., the Modigene Stock was
issued to the Debtor in a private placement transaction, pursuant
to a subscription agreement entered into between the Debtor and
Modigene, dated May 30, 2007.  The WaferGen Stock was issued to
the Debtor in a private placement transaction, also in compliance
with section 4(2) of the Securities Act, pursuant to a
subscription agreement entered into between the Debtor and
WaferGen, dated May 30, 2007.

The Stock has been held exclusively by the Debtor in the United
Kingdom since May 30, 2007.


T-L BRYWOOD: Has Access to Cash Collateral Thru Aug. 31
-------------------------------------------------------
Judge Honorable Donard R. Cassling entered an interim order
authorizing T-L Brywood LLC to use cash collateral through
Aug. 31, 2012.  In return, lender The Private Bank and Trust
Company is granted adequate protection in the form of insurance
covering the collateral, payment of real estate taxes, security
interests in favor of the lender on the postpetition assets.
There's a hearing Aug. 28 to consider the Debtor's further access
to cash collateral.

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12 , 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants. The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


TESORO CORP: Moody's Changes 'Ba1' CFR Outlook to Negative
----------------------------------------------------------
Moody's Investors Service affirmed Tesoro Corporation's (TSO)
ratings (Ba1 Corporate Family Rating) and changed the rating
outlook to negative from stable. At the same time, Moody's
assigned TSO a Speculative Grade Liquidity (SGL) rating of SGL-3.
The rating action was prompted by TSO's announcement of its
agreement to acquire BP p.l.c.'s Carson refinery and related
marketing and logistics assets for $1.175 billion plus working
capital (estimated at roughly $1.3 billion). The acquisition is
expected to close before mid-2013, subject to regulatory
approvals.

"The Carson acquisition brings significant scale and strategic
benefits to TSO's refining, marketing and logistics businesses,
despite increasing its concentration in California," commented
Gretchen French, Moody's Vice President. "However, the transaction
is expected to be initially financed with a large amount of debt,
in particular, secured debt, which could result in negative
pressure on the ratings, including the potential notching of the
unsecured debt ratings."

Ratings Rationale

TSO's ratings affirmation reflects the strategic benefits of the
acquisition, including increased operational efficiencies and
synergies expected from combining the operations of the Wilmington
and Carson refining and marketing businesses, which combined will
represent the largest refinery in the West Coast; the relatively
more stable cash flows provided by the logistics and retail
components of the acquisition; and a reasonable purchase price.
These positive factors help mitigate TSO's increased earnings and
cash flow exposure to the California refining market, which faces
a challenging regulatory burden.

With crude distillation capacity of 266,000 barrels per day, a
Nelson complexity of 13.3 and significant marketing and logistics
assets, the Carson acquisition will increase both TSO's size and
overall complexity to a level indicative of a higher rating.
However, its concentration in California and uncertainty regarding
the ultimate impact of regulations in the state remain a rating
restraint. Pro-forma for the acquisition and the pending sale of
TSO's Hawaii refinery, California will account for approximately
62% of TSO's total crude distillation capacity (up from 45%).
Additionally, post-closing, TSO will need to demonstrate that it
can successfully operate its two southern California refineries as
one more efficient refinery, with higher distillate yields, lower
manufacturing costs and lower stationary source emissions.

The negative rating outlook primarily reflects the financing risk
of the Carson acquisition and the uncertainty regarding the
ultimate level of debt, including secured debt, that will be
incurred to finance the transaction. Initially, Moody's expects
TSO to rely on either its revolving credit facility or another
form of secured debt to provide the bulk of the interim financing
($1 to $1.5 billion), followed by a certain amount of inventory
financing ($500 to $750 million), the terms of which are currently
not known. Cash on the balance sheet ($500 to $750 million) will
comprise the remainder of the interim financing. At the low end of
TSO's cash range, this could represent all-in interim financing
potentially being comprised of roughly 80% debt, including a large
amount of secured debt. However, during the first year post
closing, management anticipates dropping down around $1 billion of
the purchased assets to its MLP, Tesoro Logistics LP, as well as
selling certain non-core assets for $225 to $300 million, in order
to permanently finance the transaction. Moody's expects the MLP
will finance the drop downs using a combination of debt and
equity. Nevertheless, the ultimate degree of debt financing will
largely be dependent on TSO's cash balances at closing, asset sale
proceeds and Tesoro Logistics' level of equity financing, which
faces a degree of execution risk.

The Ba1 rating on Tesoro's senior unsecured notes reflects both
the overall probability of default of TSO, to which Moody's
assigns a Probability of Default Rating of Ba1, and a loss given
default of LGD 4 (68%, changed from 63%). While TSO's unsecured
notes are currently rated in line with its Ba1 Corporate Family
Rating, if there were to be material drawings for an extended
period on TSO's secured credit facility (rated Baa2, LGD 2 (18%)),
the notes would be notched downward to reflect their contractual
subordination to the credit facility. The credit facility is
secured by substantially all of Tesoro's crude oil and refined
product inventories plus the cash and receivables of its active
domestic subsidiaries.

The SGL-3 rating reflects an adequate liquidity profile, primarily
reflecting the need to line up additional financing in order to
close the Carson acquisition. As of June 30, 2012, TSO had about
$1.3 billion in cash and there were no borrowings under its $1.85
billion secured borrowing base credit facility due March 16, 2016.
After about $900 million in outstanding letters of credit,
availability under the credit facility was $946 million with a
borrowing base of $3.0 billion. Availability under the facility is
tied to cash, accounts receivable and inventory valuations, and
covenant clearance on minimum fixed charge coverage and tangible
net worth is sound. TSO has approximately $299 million of debt
maturing in the fourth quarter of 2012 and $2 million maturing in
2013, which is manageable. TSO is ramping up its growth capital in
2012, and Moody's estimates that Tesoro's capital budget will
exceed $600 million. In addition, the company recently established
a share buyback program and re-instated its dividend. An
additional potential source of liquidity could come from the sale
of the Hawaii refinery, but the timing and proceeds remain
uncertain.

Inability to successfully permanently finance the Carson
acquisition with a meaningful portion of equity and reduce secured
debt balances in a timely manner post closing of the acquisition
(within 6-12 months) could result in the Ba1 Corporate Family
Rating being downgraded and/or notching down of the Ba1 rated
senior unsecured notes below the Corporate Family Rating.

Over the near-term, given uncertainties regarding the ultimate
impact of regulations in California, Moody's does not expect a
ratings upgrade. However, over the medium-term, the ratings could
benefit from lower debt, improve product yields and lower refining
unit costs to help better withstand regulatory challenges in
California.

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

Tesoro Corporation is headquartered in San Antonio, Texas.
Announcement: Moody's says earnings miss and dividend hike are
credit negatives, but not enough to change Scott's rating or
outlook


THINKFILM INC: Ex-Atty Said She Would Destroy Docs, Jury Hears
--------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reports that a former
attorney for Hollywood financier David Bergstein told her new
client Aramid Entertainment Fund Ltd. in emails that she would
throw her computer in the pool to prevent Bergstein from obtaining
sensitive documents related to Aramid's plan to force five of his
companies into bankruptcy, jurors heard Tuesday.

                        About ThinkFilm LLC

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Calif. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


THINKFILM INC: Ex-Atty Admits Targeting Companies for Bankruptcy
----------------------------------------------------------------
Zach Winnick at Bankruptcy Law360 reports that a former attorney
for Hollywood financier David Bergstein conceded Monday that she
worked closely with Aramid Entertainment Fund Ltd. to force five
Bergstein companies into bankruptcy, on the third day of trial in
a $296 million lawsuit accusing her of professional negligence.

                        About ThinkFilm LLC

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Calif. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


TRAFFIC CONTROL: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Toomey Industries, Inc., filed with the U.S. Bankruptcy for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $10,322,077
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $54,467,226
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $13,376,918
                                 -----------      -----------
        TOTAL                    $10,322,077      $67,844,144

Traffic Control also filed its schedules, disclosing $2,635,804 in
assets and $125,252,726 in liabilities as of the Chapter 11
filing.

Copies of the original and amended schedules are available for
free at:

   http://bankrupt.com/misc/TRAFFIC_CONTROL_sal.pdf
   http://bankrupt.com/misc/TRAFFIC_CONTROL_sal_amended.pdf
   http://bankrupt.com/misc/TRAFFIC_CONTROL_toomey_sal.pdf
   http://bankrupt.com/misc/TRAFFIC_CONTROL_toomey_sal_b.pdf

                       About Traffic Control

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

The Debtors are authorized to i) use cash collateral in which the
First Lien Lender has an interest, (ii) obtain postpetition
financing from Fifth Street Finance Corp. and other entities in
the maximum amount of $12,775,000.

The Debtors canceled auction with only its biggest lender bidding
for the assets.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed five
unsecured creditors to the Official Committee of Unsecured
Creditors.  The Committee tapped Potter Anderson & Corroon LLP as
its counsel and GlassRatner Advisory & Capital Group LLP as its
financial advisor.


TRAFFIC CONTROL: Potter Anderson Approved as Panel's Counsel
------------------------------------------------------------
The U.S. Bankruptcy for the District of Delaware authorized the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Traffic Control and Safety Corporation, et al., to retain
Potter Anderson & Cooroon LLP as its counsel.

The hourly rates of Potter Anderson's personnel are:

         Partners                   $465 - $790
         Of Counsel                 $220 - $390
         Associates                 $240 - $380
         Paralegals and
           other Administrative
           staff                     $70 - $210

To the best of the Committee's knowledge, Potter Anderson does not
represent any interest adverse to the Committee with respect to
the matters on which the firm is to be engaged.

                       About Traffic Control

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

Debtor-affiliate Toomey Industries, Inc., disclosed $10,322,077 in
assets and $67,844,144 in liabilities as of the Chapter 11 filing.
TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

The Debtors are authorized to i) use cash collateral in which the
First Lien Lender has an interest, (ii) obtain postpetition
financing from Fifth Street Finance Corp. and other entities in
the maximum amount of $12,775,000.

The Debtors canceled auction with only its biggest lender bidding
for the assets.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed five
unsecured creditors to the Official Committee of Unsecured
Creditors.  The Committee tapped GlassRatner Advisory & Capital
Group LLC as its financial advisor.


TRIMARK DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Trimark Development, LLC
        22580 Telegraph Road
        Southfield, MI 48034

Bankruptcy Case No.: 12-58597

Chapter 11 Petition Date: August 12, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

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

The petition was signed by Nadim Hakim, principal.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Investico                              12-40376   01/08/12


UNIVEST DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Univest Development Corporation
        22580 Telegraph Road
        Southfield, MI 48033

Bankruptcy Case No.: 12-58596

Chapter 11 Petition Date: August 12, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

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

The petition was signed by Nadim Hakim, principal.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Investico                              12-40376   01/08/12


UTSTARCOM INC: Incurs $2.4 Million Net Loss in Second Quarter
-------------------------------------------------------------
UTStarcom Holdings Corp. reported a net loss of $2.45 million on
$56.46 million of net sales for the three months ended June 30,
2012, compared with net income of $11.27 million on $92.54 million
of net sales for the same period a year ago.

The Company reported a net loss of $7.17 million on $103.12
million of net sales for the six months ended June 30, 2012,
compared with net income of $758,000 on $153.81 million of net
sales for the same period during the prior year.

The Company had income of $11.77 million in 2011, following a net
loss of $65.29 million in 2010, and a net loss of $225.70 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $538.42
million in total assets, $285.15 million in total liabilities and
$253.27 million in total equity.

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

                        http://is.gd/sOYuiO

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.


WESTERN EXPRESS: Moody's Affirms 'Caa2' CFR/PDR; Outook Negative
----------------------------------------------------------------
Moody's Investors Service affirmed all the ratings of Western
Express, Inc. including its Caa2 Corporate Family Rating and Caa2
rating on its senior secured notes due April 2015. Although
Western Express has reported improvement in operating performance
during the first half of 2012, the company's high financial
leverage and reliance on its revolving credit facility to fund
interest payments constrain the ratings. The rating outlook
remains negative.

The following ratings were affirmed:

Corporate family rating, at Caa2

Probability of default rating, at Caa2

$285 million senior secured notes due 2015, at Caa2 (LGD-4, 54%)

RATINGS RATIONALE

Western Express' Caa2 corporate family rating reflects the
company's weak credit metrics with debt/EBITDA for the twelve
months ended June 30, 2012 of almost 10.0 times and EBIT/interest
coverage of under 0.5 times on a Moody's adjusted basis. Although
moderate improvement in profitability is anticipated over the next
year, credit metrics are expected to remain consistent with the
Caa2 rating category. Operating income growth will be driven by a
continued strong rate environment, the company's proactive efforts
to replace older fleet with a more fuel efficient newer fleet as
well as a reduction in the use of owner operators versus company
owned tractors. Over the next year, Moody's expects the company to
continue to invest in new equipment as part of its initiative to
modernize its entire fleet. Significant freight volume growth is
unlikely over the next year given the low rate of U.S. economic
growth. Western Express has weak liquidity, with breakeven to
negative cash from operations anticipated over the intermediate
term and the potential for substantial utilization of the $40
million credit facility to fund interest payments, capital
expenditures and other corporate needs.

The negative ratings outlook reflects concern that margins may not
improve strongly enough to materially strengthen the company's
liquidity and credit profile. The negative outlook also
incorporates the risk that a balance sheet restructuring could be
needed over the intermediate term.

Ratings could be lowered if revenue growth and margin improvement
do not materialize with the younger fleet, resulting in the
failure to improve credit metrics and liquidity. FFO plus Interest
to Interest of less than 0.5 times or DEBT to EBITDA of over 12
times would also warrant lower rating consideration.

Upward ratings momentum is unlikely over the next year given the
highly leveraged capital structure. The outlook could be
stabilized if the company materially improves its operating
profitability, cash flow generation and liquidity position while
undertaking a program of continuous investments in fleet renewal.

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

Western Express, Inc., headquartered in Nashville, TN, is a
truckload carrier.


WITH A STICK: Landlord Dispute Blamed for Chapter 11 Filing
-----------------------------------------------------------
Tony Merevick at Chicago Phoenix reports that With A Stick Inc.,
the parent company of Cocktail Bar & Grill, filed for Chapter 11
bankruptcy protection just six months after owner John "Geno"
Zaharakis reopened the bar, at 3359 N. Halsted St., amid an
ongoing lawsuit against his landlord and former bar manager.
Since it reopened, February 10, the bar has steadily returned to
full operations, including offering a food menu and outdoor
seating along Roscoe Street.

The report relates entering bankruptcy protection in federal court
will effectively halt any further proceedings in the Cook County
Circuit Court lawsuit With A Stick filed against landlord, Robert
Brumbaugh, Jr., last summer.  Mr. Brumbaugh accuses the company of
owing thousands of dollars in unpaid rent.

The report adds that lawsuit would continue when the company is
able to emerge from the bankruptcy protection.  Mr. Brumbaugh's
actions, alleged in the suit, as well as the condition of the
economy led Mr. Zaharakis to enter bankruptcy protection, said
Jacob Meister, counsel to Mr. Zaharakis.  With A Stick and Mr.
Zaharakis will have 120 days after the bankruptcy filing to submit
a reorganization plan to the court.  Those plans have not yet been
determined.


XTREME IRON: Files Schedules of Assets and Liabilities
------------------------------------------------------
Xtreme Iron holdings, LLC filed with the U.S. bankruptcy Court for
the Northern District if Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $23,020,779
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $25,637,786
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $294,037
                                 -----------      -----------
        TOTAL                    $23,020,779      $25,931,823

A copy of the schedules is available for free at
http://bankrupt.com/misc/XTREME_IRON_sal.pdf

                         About Xtreme Iron

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90% of the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, listing under $1 million in
both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540) almost a month later, on July 11, estimating
assets and debts of $10 million to $50 million.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

Beta Capital, LLC, a creditor, asked the Bankruptcy Court in
Dallas to transfer the venue of Holdings' Chapter 11 case to the
Bankruptcy Court for the Eastern District of Texas, saying the
company's domicile, residence, principal place of business, and
the location of its principal assets are all in the Eastern
District; and venue is not proper in the Northern District of
Texas.


* Moody's Says North American Onshore Still Vulnerable
------------------------------------------------------
Persistently high oil prices and ramped-up capital spending by the
exploration and production (E&P) sector will benefit global
oilfield services (OFS) companies, but companies exposed to
onshore activity in North America are vulnerable to the fading
boom in drilling and higher labor costs, says Moody's Investors
Service in a new industry outlook "North American Onshore Still
Vulnerable as International and Deepwater Work Booms."

Moody's changed the outlook to stable from positive in April this
year.

"While we expect oilfield services industry EBITDA to grow an
average 5% to 10%, it's clear that not all segments will benefit
equally," said Stuart Miller, a Moody's Vice President -- Senior
Credit Officer, and author of the report. "Deepwater and ultra
deepwater companies will show the best fundamentals, as
international demand remains strong amid tight supply of deepwater
drilling rigs."

That will translate into better performance, says Moody's.
Deepwater-focused companies including Diamond Offshore Drilling,
Ensco International, Noble Drilling, and Transocean are expected
to see EBITDA rise by more than 10% in 2013.

In addition, Moody's expects that ramped up capital spending by
large integrated and national oil companies will also benefit OFS
companies with a strong international presence, such as
Schlumberger, Halliburton, Baker Hughes and Weatherford.

But OFS companies with exposure to onshore North America activity
will be more vulnerable. That's because the fading drilling boom,
coupled with rising labor costs and ongoing low natural gas prices
will dampen results for Superior Energy Services, Key Energy
Services, Basic Energy Services and Stallion Oilfield, says
Moody's.

Moody's industry outlooks reflect the rating agency's expectations
for fundamental business conditions in the industry over the next
12 to 18 months.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Voobon Ventures, Inc.
   Bankr. N.D. Ga. Case No. 12-69021
     Chapter 11 Petition filed August 1, 2012
         See http://bankrupt.com/misc/ganb12-69021.pdf
         represented by: Anthony Kerr, Esq.
                         THE KERR LAW FIRM, LLC

In re Elliott Security Systems, Inc.
        dba Professional Security Systems
   Bankr. N.D. Ala. Case No. 12-82465
     Chapter 11 Petition filed August 2, 2012
         See http://bankrupt.com/misc/alnb12-82465.pdf
         represented by: Tazewell Shepard, Esq.
                         TAZEWELL SHEPARD, P.C.
                         E-mail: taze@tshepard.com

In re Dennis Food Group LLC
   Bankr. E.D. Ark. Case No. 12-14487
     Chapter 11 Petition filed August 2, 2012
         See http://bankrupt.com/misc/areb12-14487.pdf
         Filed Pro Se

In re Fusione, Inc.
        dba Unici
            Unici Case
   Bankr. C.D. Calif. Case No. 12-36594
     Chapter 11 Petition filed August 2, 2012
         See http://bankrupt.com/misc/cacb12-36594.pdf
         represented by: Marta C. Wade, Esq.
                         CREIM MACIAS KOENIG & FREY LLP
                         E-mail: mwade@cmkllp.com

In re Fred Chambers
   Bankr. M.D. Fla. Case No. 12-05088
      Chapter 11 Petition filed August 2, 2012

In re Gandy City Development Inc.
   Bankr. M.D. Fla. Case No. 12-11950
     Chapter 11 Petition filed August 2, 2012
         See http://bankrupt.com/misc/flmb12-11950p.pdf
         See http://bankrupt.com/misc/flmb12-11950c.pdf
         represented by: Ann M. Allison, Esq.
                         ALLISON LAW GROUP

In re Ronald Woody
   Bankr. S.D. Fla. Case No. 12-28740
      Chapter 11 Petition filed August 2, 2012

In re Illinois Cleaning Systems Service-Laundry LLC
   Bankr. N.D. Ill. Case No. 12-30843
     Chapter 11 Petition filed August 2, 2012
         See http://bankrupt.com/misc/ilnb12-30843.pdf
         represented by: Ira Gould, Esq.
                         LAW OFFICE OF IRA GOULD
                         E-mail: gould@igouldlaw.com

In re N.C. Properties LLC
   Bankr. N.D. Ill. Case No. 12-30896
     Chapter 11 Petition filed August 2, 2012
         See http://bankrupt.com/misc/ilnb12-30896.pdf
         represented by: Bruce Dopke, Esq.
                         BRUCE DOPKE, ATTORNEY AT LAW
                         E-mail: bruce@dopkelaw.com

In re Superior Missouri Management, Inc.
   Bankr. D. Kans. Case No. 12-22126
     Chapter 11 Petition filed August 2, 2012
         See http://bankrupt.com/misc/ksb12-22126.pdf
         represented by: Shane J. McCall, Esq.
                         LENTZ CLARK DEINES, P.A.
                         E-mail: smccall@lcdlaw.com

In re Downtown Real Estate, LLC
   Bankr. D. Md. Case No. 12-24303
     Chapter 11 Petition filed August 2, 2012
         See http://bankrupt.com/misc/mdb12-24303.pdf
         represented by: Michael Stephen Myers, Esq.
                         SCARLETT & CROLL, P.A.
                         E-mail: mmyers@scarlettcroll.com

In re Henry Francis
   Bankr. E.D.N.Y. Case No. 12-45651
      Chapter 11 Petition filed August 2, 2012

In re Donald Kastelic
   Bankr. W.D. Pa. Case No. 12-23860
      Chapter 11 Petition filed August 2, 2012

In re Chrismary School, Inc.
   Bankr. D.P.R. Case No. 12-06127
     Chapter 11 Petition filed August 2, 2012
         See http://bankrupt.com/misc/prb12-06127.pdf
         represented by: Antonio I. Hernandez Santiago, Esq.
                         ANTONIO I. HERNANDEZ SANTIAGO LAW OFFICES
                         E-mail: ahernandezlaw@yahoo.com

In re Jade Juarez
   Bankr. C.D. Calif. Case No. 12-12955
      Chapter 11 Petition filed August 5, 2012

In re Mark Foster
   Bankr. C.D. Calif. Case No. 12-17028
      Chapter 11 Petition filed August 5, 2012

In re Thomas Spratt
   Bankr. D. S.C. Case No. 12-04810
      Chapter 11 Petition filed August 5, 2012

In re Bing Hu
   Bankr. D. Ariz. Case No. 12-17609
      Chapter 11 Petition filed August 6, 2012


In re Jaime Lopez
   Bankr. C.D. Calif. Case No. 12-28227
      Chapter 11 Petition filed August 6, 2012

In re Richard Will
   Bankr. C.D. Calif. Case No. 12-19420
      Chapter 11 Petition filed August 6, 2012

In re John Joseph
   Bankr. C.D. Calif. Case No. 12-19431
      Chapter 11 Petition filed August 6, 2012

In re Juan Garcia
   Bankr. E.D. Calif. Case No. 12-92147
      Chapter 11 Petition filed August 6, 2012

In re North Shore LLLP
   Bankr. D. Colo. Case No. 12-26426
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/cob12-26426.pdf
         represented by: Phillip Jones, Esq.
                         WILLIAMS, TURNER & HOLMES, P.C.
                         E-mail: pjones@wth-law.com

In re David Gerald
   Bankr. M.D. Fla. Case No. 12-12081
      Chapter 11 Petition filed August 6, 2012


In re JNDE Enterprises, Inc.
   Bankr. M.D. Fla. Case No. 12-12088
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/flmb12-12088.pdf
         represented by: William J. Rinaldo, Esq.
                         THE RINALDO LAW FIRM, PA
                         E-mail: william.rinaldo@rinaldo-law.com

In re Jerald Howard
   Bankr. M.D. Ga. Case No. 12-71078
      Chapter 11 Petition filed August 6, 2012

In re Charles Toles
   Bankr. M.D. Ga. Case No. 12-71081
      Chapter 11 Petition filed August 6, 2012

In re Jane Toles
   Bankr. M.D. Ga. Case No. 12-71081
      Chapter 11 Petition filed August 6, 2012

In re Paul Trolinger
   Bankr. N.D. Ga. Case No. 12-12245
      Chapter 11 Petition filed August 6, 2012

In re GAP-3496, LLC
   Bankr. N.D. Ga. Case No. 12-22732
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/ganb12-22732.pdf
         represented by: Robert M. Gardner, Jr., Esq.
                         HICKS, MASSEY & GARDNER LLP
                         E-mail: hmgbankruptcy@yahoo.com

In re Xtal Investments, LLC
   Bankr. N.D. Ga. Case No. 12-69727
     Chapter 11 Petition filed August 6, 2012
         Filed Pro Se

In re Jay Stewart
   Bankr. S.D. Ga. Case No. 12-20891
      Chapter 11 Petition filed August 6, 2012

In re Paul R. Glenn Architects, Inc.
   Bankr. N.D. Ill. Case No. 12-31208
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/ilnb12-31208.pdf
         represented by: Forrest L. Ingram, Esq.
                         FORREST L. INGRAM, P.C.
                         E-mail: fingram@fingramlaw.com

In re Pioneer Contracting Co., Inc.
   Bankr. D. Md. Case No. 12-24480
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/mdb12-24480.pdf
         represented by: Tate Russack, Esq.
                         RUSSACK ASSOCIATES, LLC
                         E-mail: tate@russacklaw.com

In re Rim & Wheel Works, Inc.
   Bankr. D. Mass. Case No. 12-16584
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/mab12-16584.pdf
         represented by: Timothy M. Mauser, Esq.
                         LAW OFFICE OF TIMOTHY MAUSER, ESQ.
                         E-mail: tmauser@mauserlaw.com

In re Gerald Goodin
   Bankr. N.D. Miss. Case No. 12-13237
      Chapter 11 Petition filed August 6, 2012

In re Thomas Luckey
   Bankr. D. Nev. Case No. 12-51851
      Chapter 11 Petition filed August 6, 2012

In re Turnpike Marine Inc.
        dba Tunrpike Surplus
   Bankr. E.D.N.Y. Case No. 12-74840
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/nyeb12-74840.pdf
         Filed Pro Se

In re Rolando's Restaurant LLC
   Bankr. N.D. Ohio Case No. 12-62184
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/ohnb12-62184.pdf
         represented by: Edwin H. Breyfogle, Esq.
                         E-mail: edwinbreyfogle@sssnet.com

In re TreScot Investment Co. Inc.
   Bankr. N.D. Ohio Case No. 12-62185
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/ohnb12-62185.pdf
         represented by: Anthony J. DeGirolamo, Esq.
                         E-mail: ajdlaw@sbcglobal.net

In re Ernest Nadeau
   Bankr. E.D. Pa. Case No. 12-17434
      Chapter 11 Petition filed August 6, 2012

In re Laboratorio Clinico Cupey, Inc.
        aka Laboratorio Clinico Capriles Valenciano
            Puerto Rico Clinical Labs Rm, Inc.
   Bankr. D.P.R. Case No. 12-06199
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/prb12-06199.pdf
         represented by: Juan Carlos Bigas Valedon, Esq.
                         JUAN C. BIGAS LAW OFFICE
                         E-mail: jcbigas@yahoo.com

In re Janelle Uselton
   Bankr. M.D. Tenn. Case No. 12-07176
      Chapter 11 Petition filed August 6, 2012

In re Charter Transport Corp.
   Bankr. M.D. Tenn. Case No. 12-07205
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/tnmb12-07205.pdf
         represented by: Ben Hill Thomas, Esq.
                         BHT LAW, PLLC
                         E-mail: ben@benhthomaslaw.com

In re U-Krane, Inc.
   Bankr. E.D. Tex. Case No. 12-10498
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/txeb12-10498p.pdf
         See http://bankrupt.com/misc/txeb12-10498c.pdf
         represented by: Jason R. Searcy, Esq.
                         SEARCY & SEARCY, P.C.
                         E-mail: jrspc@jrsearcylaw.com

In re Emergency Room Mobile Services, LLC
        dba Rescue Squad
        fdba Emergency Room Mobile Services, Inc.
   Bankr. N.D. Tex. Case No. 12-35091
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/txnb12-35091.pdf
         represented by: Areya Holder, Esq.
                         LAW OFFICE OF AREYA HOLDER, P.C.
                         E-mail: areya@holderlawpc.com

In re Blaine Brundage
   Bankr. S.D. Tex. Case No. 12-35869
      Chapter 11 Petition filed August 6, 2012

In re Barnacle Seafood Boutique, Inc.
   Bankr. S.D. Tex. Case No. 12-35889
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/txsb12-35889.pdf
         represented by: Reese W. Baker, Esq.
                         BAKER & ASSOCIATES
                         E-mail: courtdocs@bakerassociates.net

In re Double Tree Real Estate, Ltd.
   Bankr. S.D. Tex. Case No. 12-50199
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/txsb12-50199.pdf
         represented by: Carl Michael Barto, Esq.
                         LAW OFFICE OF CARL M. BARTO
                         E-mail: cmblaw@netscorp.net

In re Turnberry Investments, Ltd.
   Bankr. S.D. Tex. Case No. 12-50202
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/txsb12-50202.pdf
         represented by: Carl Michael Barto, Esq.
                         LAW OFFICE OF CARL M. BARTO
                         E-mail: cmblaw@netscorp.net

In re Ray Rasberry
   Bankr. W.D. Tex. Case No. 12-31460
      Chapter 11 Petition filed August 6, 2012

In re Rosa Hernadez
   Bankr. W.D. Tex. Case No. 12-31461
      Chapter 11 Petition filed August 6, 2012

In re Christopher Hernandez
   Bankr. W.D. Tex. Case No. 12-35869
      Chapter 11 Petition filed August 6, 2012

In re Katharine L. Horton Trust
   Bankr. D. Utah Case No. 12-30053
     Chapter 11 Petition filed August 6, 2012
         See http://bankrupt.com/misc/utb12-30053p.pdf
         See http://bankrupt.com/misc/utb12-30053c.pdf
         represented by: Harold H. Armstrong, Esq.
                         JLJ LAW GROUP, PLLC
                         E-mail: harmstrong@jljlawgroup.com
In re Anthony Christman
   Bankr. C.D. Calif. Case No. 12-37037
      Chapter 11 Petition filed August 7, 2012

In re Fernando Chong
   Bankr. C.D. Calif. Case No. 12-37075
      Chapter 11 Petition filed August 7, 2012

In re David Kelleher
   Bankr. N.D. Calif. Case No. 12-32320
      Chapter 11 Petition filed August 7, 2012

In re Deloris Whittingham
   Bankr. S.D. Fla. Case No. 12-29010
      Chapter 11 Petition filed August 7, 2012

In re New Beginnings of South Fla, Inc
   Bankr. S.D. Fla. Case No. 12-28972
     Chapter 11 Petition filed August 7, 2012
         See http://bankrupt.com/misc/flsb12-28972.pdf
         Filed pro se

In re The Absolute Group, LLC
   Bankr. N.D. Ga. Case No. 12-12259
     Chapter 11 Petition filed August 7, 2012
         See http://bankrupt.com/misc/ganb12-12259.pdf
         represented by: Randall K. Strozier, Esq.
                         Randall Strozier and Associates

In re Stuart Norton
   Bankr. D. Maine Case No. 12-20990
      Chapter 11 Petition filed August 7, 2012

In re 725 North Hickory Avenue, LLC
   Bankr. D. Md. Case No. 12-24526
     Chapter 11 Petition filed August 7, 2012
         See http://bankrupt.com/misc/mdb12-24526p.pdf
         See http://bankrupt.com/misc/mdb12-24526c.pdf
         represented by: John K. Burkhardt, Esq.
                         John K. Burkhardt, P.A.
                         E-mail: jkburkhardt@msn.com

In re Robert Clary
   Bankr. S.D. Miss. Case No. 12-51658
      Chapter 11 Petition filed August 7, 2012

In re A A Granite and Marble LLC
   Bankr. D. Nev. Case No. 12-19184
     Chapter 11 Petition filed August 7, 2012
         See http://bankrupt.com/misc/nvb12-19184.pdf
         represented by: Steven L. Yarmy, Esq.
                         E-mail: sly@stevenyarmylaw.com

In re Spyros Kountanis
   Bankr. D. Nev. Case No. 12-19163
      Chapter 11 Petition filed August 7, 2012

In re Lube & Go Inc.
   Bankr. D.N.J. Case No. 12-29605
     Chapter 11 Petition filed August 7, 2012
         See http://bankrupt.com/misc/njb12-29605.pdf
         represented by: Seung H. Shin, Esq.
                         Shin & Jung LLP
                         E-mail: shinjunglaw@gmail.com

In re Neptune Car Wash, Inc.
   Bankr. D.N.J. Case No. 12-29606
     Chapter 11 Petition filed August 7, 2012
         See http://bankrupt.com/misc/njb12-29606.pdf
         represented by: Seung H. Shin, Esq.
                         Shin & Jung LLP
                         E-mail: shinjunglaw@gmail.com

In re Holmes Construction & Excavation, LLC
   Bankr. E.D.N.C. Case No. 12-05717
     Chapter 11 Petition filed August 7, 2012
         See http://bankrupt.com/misc/nceb12-05717.pdf
         represented by: George M. Oliver, Esq.
                         Oliver Friesen Cheek, PLLC
                         E-mail: efile@ofc-law.com

In re Kevin Finnerty
   Bankr. N.D. Ohio Case No. 12-15784
      Chapter 11 Petition filed August 7, 2012

In re Randy Drinkard
   Bankr. W.D. Tenn. Case No. 12-12191
      Chapter 11 Petition filed August 7, 2012

In re Castle Development and Construction Inc.
   Bankr. S.D. Tex. Case No. 12-35977
     Chapter 11 Petition filed August 7, 2012
         See http://bankrupt.com/misc/txsb12-35977p.pdf
         See http://bankrupt.com/misc/txsb12-35977c.pdf
         Filed pro se

In re William Happel
   Bankr. W.D. Wis. Case No. 12-14485
      Chapter 11 Petition filed August 7, 2012

In re Wen Li
   Bankr. C.D. Calif. Case No. 12-19510
      Chapter 11 Petition filed August 8, 2012

In re Salvador Salcedo Aguilar
   Bankr. C.D. Calif. Case No. 12-12997
      Chapter 11 Petition filed August 8, 2012

In re William Vander Poel
   Bankr. E.D. Calif. Case No. 12-16876
      Chapter 11 Petition filed August 8, 2012

In re Double Diamond Dev. Inc.
   Bankr. E.D. Calif. Case No. 12-34531
     Chapter 11 Petition filed August 8, 2012
         See http://bankrupt.com/misc/caeb12-34531.pdf
         Filed Pro Se

In re KKGE, LLC
   Bankr. E.D. Calif. Case No. 12-92175
     Chapter 11 Petition filed August 8, 2012
         See http://bankrupt.com/misc/caeb12-92175.pdf
         Filed Pro Se

In re Carole Burns
   Bankr. D. Colo. Case No. 12-26604
      Chapter 11 Petition filed August 8, 2012

In re Mark Burns
   Bankr. D. Colo. Case No. 12-26604
      Chapter 11 Petition filed August 8, 2012

In re Nancy Capra
   Bankr. D. Colo. Case No. 12-26620
      Chapter 11 Petition filed August 8, 2012

In re II Hall
   Bankr. M.D. Fla. Case No. 12-12202
      Chapter 11 Petition filed August 8, 2012

In re Graves Enterprises
   Bankr. N.D. Ga. Case No. 12-70042
     Chapter 11 Petition filed August 8, 2012
         Filed Pro Se

In re R-Group Investments, Inc.
   Bankr. N.D. Ill. Case No. 12-31418
     Chapter 11 Petition filed August 8, 2012
         See http://bankrupt.com/misc/ilnb12-31418.pdf
         represented by: Chester H. Foster, Jr., Esq.
                         FOSTER LEGAL SERVICES, PLLC
                         3825 W. 192nd Street
                         Homewood, IL 60430
                         Tel: (708) 799-6300
                         Fax: (708) 799-6339
                         E-mail: chf@fosterlegalsvcs.com

In re Alan Lemery
   Bankr. N.D. Ill. Case No. 12-31474
      Chapter 11 Petition filed August 8, 2012

In re Sharm Hospitality, Inc.
   Bankr. S.D. Ill. Case No. 12-31488
     Chapter 11 Petition filed August 8, 2012
         See http://bankrupt.com/misc/ilsb12-31488.pdf
         represented by: Mary E. Lopinot, Esq.
                         MATHIS MARIFIAN AND RICHTER LTD.
                         E-mail: mlopinot@mmrltd.com

In re Donald Bernier
   Bankr. D. Maine Case No. 12-20993
      Chapter 11 Petition filed August 8, 2012

In re Gerald Adams
   Bankr. S.D. Miss. Case No. 12-02569
      Chapter 11 Petition filed August 8, 2012

In re May Delee
   Bankr. D. Nev. Case No. 12-19224
      Chapter 11 Petition filed August 8, 2012

In re Open M.R.I. of Fairview Inc.
   Bankr. D. N.J. Case No. 12-29679
     Chapter 11 Petition filed August 8, 2012
         See http://bankrupt.com/misc/njb12-29679.pdf
         represented by: O. Gene Hurst, Esq.
                         E-mail: oghurst@aol.com

In re Conchita Woodruff-Johnson
   Bankr. N.D. Okla. Case No. 12-12178
      Chapter 11 Petition filed August 8, 2012

In re G & T Developers & Builders L.L.C.
   Bankr. E.D. Pa. Case No. 12-17517
     Chapter 11 Petition filed August 8, 2012
         See http://bankrupt.com/misc/paeb12-17517.pdf
         represented by: Jeffery A. Fournier, Esq.
                         FOURNIER LAW OFFICES
                         E-mail: jefffournier@verizon.net
In re Total Engineering, LLC
   Bankr. D. Ariz. Case No. 12-17917
     Chapter 11 Petition filed August 9, 2012
         See http://bankrupt.com/misc/azb12-17917.pdf
         represented by: William L. Clemmens, Esq.
                         Law Offices of William L. Clemmens
                         E-mail: wclemmenslaw@cableone.net

In re 3033 Treadwell LLC
   Bankr. C.D. Calif. Case No. 12-37283
     Chapter 11 Petition filed August 9, 2012
         See http://bankrupt.com/misc/cacb12-37283.pdf
         represented by: Neil C. Evans, Esq.
                         Law Offices of Neil C Evans

In re Erin Reid
   Bankr. C.D. Calif. Case No. 12-17157
      Chapter 11 Petition filed August 9, 2012

In re Jennifer Cayanan-Huang
   Bankr. C.D. Calif. Case No. 12-37358
      Chapter 11 Petition filed August 9, 2012

In re Lance Larson
   Bankr. C.D. Calif. Case No. 12-19517
      Chapter 11 Petition filed August 9, 2012

In re Bogue Road Project, LLC
   Bankr. E.D. Calif. Case No. 12-34581
     Chapter 11 Petition filed August 9, 2012
         See http://bankrupt.com/misc/caeb12-34581.pdf
         represented by: Arlo Hale Smith, Esq.
                         Law Offices of Arlo Hale Smith

In re Sawyers Heating and Air, Inc.
   Bankr. E.D. Calif. Case No. 12-92191
     Chapter 11 Petition filed August 9, 2012
         See http://bankrupt.com/misc/caeb12-92191.pdf
         represented by: Robert D. Rodriguez, Esq.
                         Law Office of Robert D. Rodriguez

In re Angel Cruz
   Bankr. N.D. Calif. Case No. 12-32336
      Chapter 11 Petition filed August 9, 2012

In re Randolph Gardini
   Bankr. S.D. Calif. Case No. 12-11078
      Chapter 11 Petition filed August 9, 2012

In re Sezac Management LLC
   Bankr. D. Conn. Case No. 12-51484
     Chapter 11 Petition filed August 9, 2012
         See http://bankrupt.com/misc/ctb12-51484.pdf
         represented by: Richard R. Lavieri, Esq.
                         Richard R. Lavieri LLC
                         E-mail: rlavieri@snet.net

In re Yelena Pakhnyuk
   Bankr. N.D. Ill. Case No. 12-31549
      Chapter 11 Petition filed August 9, 2012

In re Aubrey Denton
   Bankr. W.D. La. Case No. 12-51008
      Chapter 11 Petition filed August 9, 2012

In re Javier Mota-Vazquez
   Bankr. D. Nev. Case No. 12-19268
      Chapter 11 Petition filed August 9, 2012

In re Basic International Development Corporation
   Bankr. S.D.N.Y. Case No. 12-13391
     Chapter 11 Petition filed August 9, 2012
         See http://bankrupt.com/misc/nysb12-13391.pdf
         Filed pro se

In re Robert Clements
   Bankr. E.D.N.C. Case No. 12-05789
      Chapter 11 Petition filed August 9, 2012

In re The Law Office of Joseph Q. Mirarchi Legal Services, P.C.
        dba Mirarchi Legal Services, P.C.
   Bankr. E.D. Pa. Case No. 12-17573
     Chapter 11 Petition filed August 9, 2012
         See http://bankrupt.com/misc/paeb12-17573.pdf
         represented by: Joseph Q. Mirarchi, Esq.
                         Mirarchi Legal Services, P.C.


In re Superior Home Services, Inc.
   Bankr. W.D. Pa. Case No. 12-23975
     Chapter 11 Petition filed August 9, 2012
         See http://bankrupt.com/misc/pawb12-23975.pdf
         represented by: Christopher M. Frye, Esq.
                         Steidl & Steinberg
                         E-mail: chris.frye@steidl-steinberg.com

In re John Hambrick
   Bankr. M.D. Tenn. Case No. 12-07309
      Chapter 11 Petition filed August 9, 2012

In re Parkinson Investments, LLC
        fdba C & M Tires, Inc. dba Big O Tires
   Bankr. D. Utah Case No. 12-30232
     Chapter 11 Petition filed August 9, 2012
         See http://bankrupt.com/misc/utb12-30232.pdf
         represented by: Brian D. Johnson, Esq.
                         E-mail: courtmail@bdjexpresslaw.com

In re Andresito Amistoso
   Bankr. D. Ariz. Case No. 12-17988
      Chapter 11 Petition filed August 10, 2012

In re Igor Dubinsky
   Bankr. C.D. Calif. Case No. 12-37042
      Chapter 11 Petition filed August 10, 2012

In re Valerie Covington
   Bankr. C.D. Calif. Case No. 12-37516
      Chapter 11 Petition filed August 10, 2012

In re Javier Venegas
   Bankr. C.D. Calif. Case No. 12-28680
      Chapter 11 Petition filed August 10, 2012

In re Allen Hassan
   Bankr. E.D. Calif. Case No. 12-34689
      Chapter 11 Petition filed August 10, 2012

In re Gary Goines
   Bankr. D.D.C. Case No. 12-00565
      Chapter 11 Petition filed August 10, 2012

In re Bonarrigo Investment Group, Inc.
   Bankr. D. Guam Case No. 12-00105
     Chapter 11 Petition filed August 10, 2012
         See http://bankrupt.com/misc/gub12-00105.pdf
         represented by: Gary W.F. Gumataotao, Esq.
                         LAW OFFICES OF GARY W.F. GUMATAOTAO
                         E-mail: fgumataotao@yahoo.com

In re Fantastic Sam's of Alexandria, Inc.
   Bankr. W.D. La. Case No. 12-80947
     Chapter 11 Petition filed August 2, 2012
         See http://bankrupt.com/misc/lawb12-80947.pdf
         represented by: L. Laramie Henry, Esq.
                         E-mail: laramie@henry-law.com

In re Dwight Mules
   Bankr. D. Md. Case No. 12-24800
      Chapter 11 Petition filed August 10, 2012

In re Diederike Fulkerson
   Bankr. D. Nebr. Case No. 12-41750
      Chapter 11 Petition filed August 10, 2012

In re Dennis Johnson
   Bankr. E.D.N.C. Case No. 12-05824
      Chapter 11 Petition filed August 10, 2012

In re Andrew Hajek
   Bankr. E.D.N.C. Case No. 12-05842
      Chapter 11 Petition filed August 10, 2012

In re Teddy Parker
   Bankr. E.D.N.C. Case No. 12-05848
      Chapter 11 Petition filed August 10, 2012

In re R McBride
   Bankr. E.D. Tenn. Case No. 12-14089
      Chapter 11 Petition filed August 10, 2012

In re Rickey Wilbanks
   Bankr. W.D. Tenn. Case No. 12-12249
      Chapter 11 Petition filed August 10, 2012

In re Michael Grady
   Bankr. D. Ariz. Case No. 12-18021
      Chapter 11 Petition filed August 12, 2012

In re Jewellean Knowles
   Bankr. C.D. Calif. Case No. 12-37549
      Chapter 11 Petition filed August 12, 2012

In re Charles Williams
   Bankr. N.D. Calif. Case No. 12-46703
      Chapter 11 Petition filed August 12, 2012

In re John Fowlds
   Bankr. S.D. Fla. Case No. 12-29355
      Chapter 11 Petition filed August 12, 2012

In re Sutej Gill
   Bankr. W.D. Ky. Case No. 12-33671
      Chapter 11 Petition filed August 12, 2012

In re Michael Scarfia
   Bankr. D.P.R. Case No. 12-06346
      Chapter 11 Petition filed August 12, 2012

In re Bruce Schmidt
   Bankr. D. Ariz. Case No. 12-18124
      Chapter 11 Petition filed August 13, 2012

In re Ernestine Bustamante
   Bankr. D. Ariz. Case No. 12-18034
      Chapter 11 Petition filed August 13, 2012

In re Solar One Shop, LLC
   Bankr. D. Ariz. Case No. 12-18052
     Chapter 11 Petition filed August 13, 2012
         See http://bankrupt.com/misc/azb12-18052.pdf
         represented by: Blake D. Gunn, Esq.
                         Law Office of Blake D. Gunn
                         E-mail: blake.gunn@gunnbankruptcyfirm.com

In re Candace Moore
   Bankr. C.D. Calif. Case No. 12-37580
      Chapter 11 Petition filed August 13, 2012

In re Tony Ishizaki
   Bankr. C.D. Calif. Case No. 12-37682
      Chapter 11 Petition filed August 13, 2012

In re Edward Haury
   Bankr. N.D. Calif. Case No. 12-12204
      Chapter 11 Petition filed August 13, 2012

In re Hamid Bakhtiari
   Bankr. N.D. Calif. Case No. 12-46716
      Chapter 11 Petition filed August 13, 2012

In re Steven Muth
   Bankr. D. Colo. Case No. 12-26897
      Chapter 11 Petition filed August 13, 2012

In re Seventh Avenue, Inc.
   Bankr. D. Conn. Case No. 12-31844
     Chapter 11 Petition filed August 13, 2012
         Filed pro se

In re With a Stick Inc.
        aka Cocktail
   Bankr. N.D. Ill. Case No. 12-31921
     Chapter 11 Petition filed August 12, 2012
         See http://bankrupt.com/misc/ilnb12-31921p.pdf
         See http://bankrupt.com/misc/ilnb12-31921c.pdf
         represented by: Patrick M. Jones, Esq.
                         Greensfelder Hemker & Gale P.C.
                         E-mail: pmj@greensfelder.com

In re Jordan Creek Preparatory School and Private
      Membership Club, Inc.
        dba Jack's Bear Childhood Enrichment Studio(s)
   Bankr. S.D. Iowa Case No. 12-02571
     Chapter 11 Petition filed August 13, 2012
         See http://bankrupt.com/misc/iasb12-02571.pdf
         represented by: James W. Thornton, Esq.
                         Thornton, Coy & Huss, PLLC
                         E-mail: jim@thorntonlawoffice.net

In re Jag Construction Services, Inc.
   Bankr. W.D. La. Case No. 12-51014
     Chapter 11 Petition filed August 13, 2012
         See http://bankrupt.com/misc/lawb12-51014.pdf
         represented by: Adam G. Young, Esq.
                         A Professional Law Corporation
                         E-mail: adam@adamyounglaw.com

In re JIMVIC, LLC.
   Bankr. D. Mass. Case No. 12-42963
     Chapter 11 Petition filed August 13, 2012
         See http://bankrupt.com/misc/mab12-42963.pdf
         represented by: Warren E. Wood, Esq.
                         Law Office of Warren E. Wood, LLC
                         E-mail: woodattys2009@yahoo.com

In re Jerrys Nugget
   Bankr. D. Nev. Case No. 12-19387
      Chapter 11 Petition filed August 13, 2012

In re Trustworthy Radio, LLC
        dba WHYL 960 AM Radio
   Bankr. M.D. Pa. Case No. 12-04754
     Chapter 11 Petition filed August 13, 2012
         See http://bankrupt.com/misc/pamb12-04754.pdf
         represented by: Wayne G Gracey, Esq.
                         E-mail: wayneg44@aol.com

In re Howard Hellman
   Bankr. N.D. Tex. Case No. 12-50353
      Chapter 11 Petition filed August 13, 2012

In re Edmund Wilson
   Bankr. D. Utah Case No. 12-30318
      Chapter 11 Petition filed August 13, 2012

In re CWE Holdings Inc.
        dba DG Landcare Services
   Bankr. W.D. Wash. Case No. 12-18368
     Chapter 11 Petition filed August 13, 2012
         See http://bankrupt.com/misc/wawb12-18368.pdf
         represented by: Richard A. Bersin, Esq.
                         Law Office of Richard A Bersin
                         E-mail: info@bersinlaw.com



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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