TCR_Public/121103.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Saturday, November 3, 2012, Vol. 16, No. 306

                            Headlines

AMERICAN WEST: Ends September With $2.03 Million in Cash
AMPAL-AMERICAN ISRAEL: Ends September With $15.45 Million in Cash
BLITZ USA: Ends September With $3.11 Million in Cash
CHRIST HOSPITAL: Ends August With $10.96 Million in Cash
DAFFY'S INC: Ends September 3 With $790,973 in Cash

DAYTOP VILLAGE: Ends July 31 With $8.41 Million in Cash
FIRSTFED FINANCIAL: Ends September With $1.75 Million in Cash
K-V PHARMACEUTICAL: Ends September With $29.60 Million in Cash
LEHMAN BROTHERS: Files June 30 Balance Sheet
NORTHSTAR AEROSPACE: Ends September With $3 Million in Cash

PEMCO WORLD: Sun Aviation Reports $325 Net Loss for September
PINNACLE AIRLINES: Ends September With $18.68 Million in Cash
PMI GROUP: Ends September With $159 Million in Cash
RESIDENTIAL CAPITAL: Has $204MM Operating Loss in September
RG STEEL: WP Steel Ends September With $12.51 Million in Cash

TOUSA INC: Ends September With $312.76 Million in Cash
UNITED RETAIL: Ends September With $1 Million in Cash




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AMERICAN WEST: Ends September With $2.03 Million in Cash
--------------------------------------------------------
American West Development, Inc., on Oct. 18, 2012, filed its
monthly operating report for the month ended Sept. 30, 2012.

The Company reported a net loss of $9,238 on total revenues of
$1.90 million for the month ended Sept. 30, 2012.

As of Sept. 30, 2012, American West had total assets of $60.44
million, total liabilities of $198.29 million and total
stockholders' deficit of $137.85 million.

At the beginning of September, American West had $1.57 million in
cash.  The Company had total cash receipts of $6.94 million and
total cash disbursements of $6.48 million.  As a result, at the
end of the month, American West had total cash of $2.03 million.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55.39 million in assets and
$208.5 million in liabilities as of the Chapter 11 filing.

James L. Moore, as future claims representative in the Chapter 11
case of American West Development, Inc., tapped the law firm of
Field Law Ltd. as his counsel.


AMPAL-AMERICAN ISRAEL: Ends September With $15.45 Million in Cash
-----------------------------------------------------------------
Ampal-American Israel Corporation, on Oct. 19, 2012, filed its
monthly operating report for the month ended Sept. 30, 2012.

The Company posted a net loss of $3.89 million for the month ended
Sept. 30, 2012.

As of Sept. 30, 2012, the Company had total assets of
$340.72 million, total liabilities of $284 million and total
stockholders' equity of $56.72 million.

At the beginning of the month, Ampal-American had $15.02 million
in cash.  At the end of September, the Company had total cash of
$15.45 million.

                       About Ampal-American

Ampal-American Israel Corporation and its subsidiaries --
http://www.ampal.com/-- acquired interests primarily in
businesses located in Israel or that are Israel-related.  Ampal is
seeking opportunistic situations in a variety of industries, with
a focus on energy, chemicals and related sectors.  Ampal's goal is
to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow that Ampal can
control.

Ampal-American filed a voluntary petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29,
2012.  The Company is pursuing a plan to restructure the Company's
Series A, Series B and Series C debentures.

Bankruptcy Judge Stuart M. Bernstein presides over the case.
Lawyers at Bryan Cave LLP, in New York, serves as counsel to the
Debtor.

As of June 30, 2012, the Company had US$542.3 million in total
assets and US$775.2 million in total liabilities.  The petition
was signed by Irit Eluz, chief financial officer, senior vice
president.


BLITZ USA: Ends September With $3.11 Million in Cash
----------------------------------------------------
Blitz U.S.A., Inc., et al., on Oct. 16, 2012, filed its monthly
operating report for the month ended Sept. 30, 2012.

The Debtor posted a net loss of $19.70 million on net revenue of
$11,456 for the month ended Sept. 30, 2012.

As of Sept. 30, 2012, Blitz USA had total assets of $5.06 million,
total liabilities of $41.28 million and total stockholders'
deficit of $36.22 million.

Blitz USA had total cash receipts of $7.77 million and total
cash disbursements of $10.02 million.  As of Sept. 30, 2012, the
Debtor had total cash of $3.11 million.

                         About Blitz U.S.A.

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
SSG Capital Advisors LLC serves as investment banker.

Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps.  Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.

Blitz announced in June it would abandon its efforts to reorganize
and instead to shut down operations by the end of July.


CHRIST HOSPITAL: Ends August With $10.96 Million in Cash
--------------------------------------------------------
Christ Hospital on Sept. 26, 2012, filed its monthly operating
report for the month ended Aug. 31, 2012.

The Debtor posted a net loss of $969,000 for the month ended
Aug. 31, 2012.

As of Aug. 31, 2012, the Debtor had total assets of
$10.96 million, total liabilities of $100.75 million and total
stockholders' deficit of $89.80 million.

Christ Hospital had a cash balance of $10.96 million as of
Aug. 31, 2012.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel.  Alvarez & Marsal North America LLC serves as financial
advisor.  Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.


DAFFY'S INC: Ends September 3 With $790,973 in Cash
---------------------------------------------------
Daffy's, Inc., on Oct. 3, 2012, filed its monthly operating report
for the period from Aug. 1 to Sept. 3, 2012.

The Company reported a net loss of $3.11 million on net revenue of
$4.24 million for the period ended Sept. 3, 2012.

As of Sept. 3, 2012, the Company had total assets of
$52.88 million, total liabilities of $66.99 million and total
stockholders' deficit of $14.11 million.

At the beginning of the period, Daffy's had $482,170 in cash.  The
Company had total cash receipts of $42.56 million and total cash
disbursements of $42.25 million.  As a result, as of Sept. 3,
2012, Daffy's had total cash of $790,973.

                        About Daffy's Inc.

Secaucus, New Jersey-based Daffy's Inc., a 19-store chain, off-
price retailer of designer fashions for women, men, children, and
the home, located in the New York metropolitan area and
Philadelphia, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-13312) on Aug. 1, 2012, with a plan to shutter the
business and pay off creditors in full.  A copy of the Plan is
available at:

     http://bankrupt.com/misc/Daffys_Chapter_11_Plan.pdf

The Debtor has an Asset Purchase, Assignment and Support
Agreement, dated as July 18, 2012, with Marcia Wilson, The Wilson
2003 Family Trust, and Jericho Acquisitions I LLC, pursuant to
which the Debtor's leasehold interests will be sold to Jericho
Acquisitions I LLC through the Plan.

The Debtor has hired Gordon Brothers Retail Partners, LLC and
Hilco Merchant Resources LLC to liquidate the Debtor's inventory.

The Debtor estimates that the proceeds received from the
liquidation of its inventory and the sale of its leasehold
interests will exceed at least $60 million to satisfy
approximately $37 million in claims.  Cost of administering the
chapter 11 case will not exceed approximately $5 million (after
certain expenses are reimbursed pursuant to the Purchase
Agreement).  Accordingly, the Debtor believes that the disposition
of the Debtor's principal assets will generate more than
sufficient cash to pay all holders of Allowed Claims (as such term
is defined in the Plan) in full, with interest, thus rendering all
classes under the Plan unimpaired.

The Debtor has filed its schedules, disclosing $51,106,469 in
total assets and $36,646,856 in total liabilities.

Bankruptcy Judge Martin Glenn presides over the case.  The Debtor
is represented by Andrea Bernstein, Esq., and Debra A. Dandeneau,
Esq., at Weil, Gotshal & Manges LLP as counsel.  Donlin, Recano &
Company, Inc., serves as claims and notice agent.

The Debtor's case is being funded by a $10 million postpetition
financing with Vim-3, L.L.C., Vimwilco, L.P., and Marcia Wilson,
as successor to Vim Associates, as guarantors; and Wells Fargo,
National Association, as DIP lender.  The DIP loan consists of
$2.5 million in new money loans available on a revolving basis;
and the roll up of $6.2 million of existing prepetition debt.

Counsel for the DIP Lender are Donald E. Rothman, Esq., and
Nathan C. Pagett, Esq., at Riemer & Braunstein LLP.

Gordon Brothers and Hilco Merchant Resources are represented by
Curtis, Mallet-Prevost, Colt & Mosle LLP

Jericho Acquisition is represented by Brad Eric Scheler, Esq., at
Fried, Frank, Harris, Shriver & Jacobson LLP.

Marcia Wilson is represented by Dana B. Cobb, Esq., at Beattie
Padovano, LLC.


DAYTOP VILLAGE: Ends July 31 With $8.41 Million in Cash
-------------------------------------------------------
Daytop Village Foundation, Inc., on Oct. 15, 2012, filed its
monthly operating report for the month ended July 31, 2012.

The Debtor posted a net loss of $30.86 million on net revenue of
$409,428 for the month ended July 31, 2012.

As of July 31, 2012, Daytop Village had total assets of
$57.89 million, total liabilities of $21.39 million and total
stockholders' equity of $36.50 million.

At the beginning of the month, Daytop Village had $508,582 in
cash.  The Debtor had total cash receipts of $11.61 million and
total cash disbursements of $3.70 million.  As a result, at the
end of July, Daytop Village had total cash of $8.41 million.

                       About Daytop Village

Daytop Village Foundation Incorporated, along with affiliate
Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-11436) on April 5, 2012, in Manhattan.

In 1963, Father William O'Brien and Dr. Alexander Bassin founded
the Daytop Lodge, a substance abuse treatment facility, in Staten
Island.  Today, Daytop is the third largest substance abuse agency
operating in the State of New York and the only substance abuse
agency operating world-wide under a contract with the Unites
States State Department.  It provides family-oriented substance
abuse treatment for adults and adolescents. Through six
residential facilities and eight outreach clinics in New York,
Daytop offers individual treatment plans by providing professional
counseling, medical, social and spiritual attention.

Judge Shelley C. Chapman presides over the Chapter 11 cases.
Lowenstein Sandler PC is the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.  The Debtors'
Restructuring and Management Officer is Marotta Gund Budd Dezera
LLC.  The petition was signed by Michael Dailey, chief executive
officer.

Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in
assets and $45.03 million of liabilities.  DVF has $42.20 million
in assets and $32.00 million in liabilities as of Jan. 31, 2012.

Island Funding II, the DIP lender, is represented by Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP.  Counsel to the
prepetition lender Signature Bank is Stephen D. Brodie, Esq., at
Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn &
Hessen LLP.  Counsel to the prepetition lender Hudson Valley Bank
is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C.

The Official Committee of Unsecured Creditors was formed April 17,
2012.  Bendinger & Schlesinger, Inc., is the chair of the
Committee.  Alvarez & Marsal Healthcare Industry Group LLC is the
Committee's financial advisor.  Robinson Brog Leinwand Greene
Genovese & Gluck P.C. is the Committee's counsel.

Eric M. Huebscher was appointed Patient Care Ombudsman in the
case.


FIRSTFED FINANCIAL: Ends September With $1.75 Million in Cash
-------------------------------------------------------------
FirstFed Financial Corp., on Oct. 22, 2012, filed its monthly
operating report for the month ended Sept. 30, 2012.

The Company posted a net loss of $29,924 for the month ended
Sept. 30, 2012.

As of Sept. 30, 2012, the Company had total assets of $1.93
million, total liabilities of $159.63 million and total
stockholders' deficit of $157.70 million.

At the beginning of the month, the Company had $1.76 million in
cash.  FirstFed Financial had total cash disbursements of $10,041.
At the end of September, FirstFed Financial had total cash of
$1.75 million.

A full-text copy of the monthly operating report is available at:

                      http://is.gd/jvPO7O

                      About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank holding
company for First Federal Bank of California and its subsidiaries.
The Bank was closed by federal regulators on Dec. 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-10150) on Jan. 6, 2010.  Jon L. Dalberg,
Esq., at Landau Gottfried & Berger LLP, represents the Debtor in
its restructuring effort.  Garden City Group is the claims and
notice agent.  The Debtor disclosed assets at $1 million and
$10 million, and debts at $100 million and $500 million.


K-V PHARMACEUTICAL: Ends September With $29.60 Million in Cash
--------------------------------------------------------------
K-V Discovery Solutions, Inc., et al., on Oct. 19, 2012, filed its
monthly operating report for the month ended Sept. 30, 2012.

The Debtor reported a net loss from continuing operations of
$7.42 million on net revenues of $3.99 million for the month ended
Sept. 30, 2012.

As of Sept. 30, 2012, K-V Discovery Solutions had total assets of
$195.40 million, total liabilities of $704.45 million and total
stockholders' deficit of $509.05 million.

K-V Discovery Solutions had total cash receipts of $4.89 million
and total cash disbursements of $4.37 million.  As of Sept. 30,
2012, the Debtor had total cash of $29.60 million.

A full-text copy of the monthly operating report is available at:

                      http://is.gd/wXBoIG

                     About K-V Pharmaceutical

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

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 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.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.


LEHMAN BROTHERS: Files June 30 Balance Sheet
--------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors filed
copies of their balance sheets as of June 30, 2012.

The documents showed that as of June 30, 2012, the company had
total assets of $84.901 billion, total liabilities of $265.320
billion and total stockholders' equity of ($180.419) billion.

Copies of the balance sheets are available without charge at
http://bankrupt.com/misc/LBHI_June3012BalSheet.pdf

                       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.


NORTHSTAR AEROSPACE: Ends September With $3 Million in Cash
-----------------------------------------------------------
Northstar Aerospace (USA) Inc., now known as NSA (USA) Liquidating
Corp., et al., on Oct. 18, 2012, filed its monthly operating
report for the month of September.

The Debtor posted a net loss of $384,000 for the month ended
Sept. 30, 2012.

As of Sept. 30, 2012, the Debtor had total assets of
$105.13 million, total liabilities of $87.01 million and total
stockholders' equity of $18.12 million.

At the beginning of September, Northstar Aerospace had $1.22
million in cash.  The Debtor had total operating receipts of $3.30
million and total disbursements of $835,000.  As a result, the
Debtor had total cash of $3 million at the end of the month.

                     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.


PEMCO WORLD: Sun Aviation Reports $325 Net Loss for September
-------------------------------------------------------------
Sun Aviation Services, LLC, an affiliate of Pemco World Air
Services, on Oct. 15, 2012, filed its monthly operating report
for the month ended Sept. 30, 2012.

Sun Aviation reported a net loss of $325 for the month ended
Sept. 30, 2012.

                         About Pemco World

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15 the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.

The Debtor's plan proposes to repay unsecured creditors between 1%
and 3% on their claims after selling its assets earlier this year
to a unit of Sun Capital Partners.


PINNACLE AIRLINES: Ends September With $18.68 Million in Cash
-------------------------------------------------------------
Pinnacle Airlines Corp. et al., on Oct. 25, 2012, filed its
monthly operating report for the month ended Sept. 30, 2012.

The Debtor posted a net loss of $79.63 million on total operating
revenues of $60.21 million for the month ended Sept. 30, 2012.

As of Sept. 30, 2012, the Debtor had total assets of
$810.15 million, total liabilities of $912.86 million and total
stockholders' deficit of $102.71 million.

At the beginning of September, Pinnacle Airlines had
$36.04 million in cash.  The Debtor had total cash disbursements
of $74.31 million.  As of Sept. 30, 2012, the Debtor had total
cash of $18.68 million.

A full-text copy of the monthly operating report is available at:

                      http://is.gd/XVxDWW

                      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.


PMI GROUP: Ends September With $159 Million in Cash
---------------------------------------------------
PMI Group, Inc., on Oct. 23, 2012, filed its monthly operating
report for the month ended Sept. 30, 2012.

The Debtor reported a net loss of $4.45 million for the month
ended Sept. 30, 2012.

As of Sept. 30, 2012, the Debtor had total assets of
$227.64 million, total liabilities of $769.51 million and total
stockholders' deficit of $541.86 million.

As of Sept. 1, 2012, PMI Group had $159.69 million in cash.  The
Debtor had total cash receipts of $24 and total cash disbursements
of $682,550.  As a result, at the end of September, PMI Group had
total cash of $159 million.

A full-text copy of the monthly operating report is available at:

                       http://is.gd/aXe1f7

                       About The PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


RESIDENTIAL CAPITAL: Has $204MM Operating Loss in September
-----------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates disclosed
that for the period from September 1 to 30, 2012, it incurred
$204,352,327 in operating loss, compared to the $12,596,031
operating loss the prior month.  Total net revenue for the period
was $5,760,000, while total reorganization expense was
$36,307,000.

The Debtors also reported that as of September 30, 2012,
consolidated assets totaled $10,561,547,000, consolidated
liabilities totaled $10,538,438,000, and consolidated equity
totaled $23,209,000.

Receipts during the operating period totaled $919,580,000, while
disbursements totaled $1,024,461,000.  Payments to insiders
during the operating period totaled $129,946,772, while payments
to bankruptcy professionals during the operating period totaled
$13,695,705.

A full-text copy of the September 2012 Operating Report is
available for free at:

        http://bankrupt.com/misc/rescapmorsept2012.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.

Nationstar was to make the first bid for the mortgage-servicing
business, while Berkshire Hathaway Inc. would serve as stalking-
horse bidder for the remaining portfolio of mortgages.

ResCap sold its assets at auctions that started Oct. 23.  The
partnership of Ocwen Financial Corp. and Walter Investment
Management Corp. won the auction for the mortgage-servicing and
origination assets.  Their $3 billion offer defeated the last bid
of $2.91 billion from Fortress Investment Group's Nationstar
Mortgage Holdings Inc.  Nationstar was the stalking horse bidder.
The $1.5 billion offer from Warren Buffett's Berkshire Hathaway
Inc. was declared the winning bid for a portfolio of loans at the
auction on Oct. 25.  The hearing to approve the sales is set for
Nov. 19.

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


RG STEEL: WP Steel Ends September With $12.51 Million in Cash
-------------------------------------------------------------
WP Steel Ventures, LLC, et al., on Oct. 25, 2012, filed its
monthly operating report for the month ended Sept. 30, 2012.

The Debtor reported a net loss of $4.39 million on total sales of
$1.46 million for the month ended Sept. 30, 2012.

As of Sept. 30, 2012, the Debtor had total assets of
$407.14 million, total liabilities of $1.31 billion and total
stockholders' deficit of $901.92 million.

The Debtor had total cash receipts of $127.57 million and total
disbursements of $22.59 million for the month of September.  As of
Sept. 30, 2012, WP Steel Ventures had total cash of
$12.51 million.

                          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.

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.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


TOUSA INC: Ends September With $312.76 Million in Cash
------------------------------------------------------
TOUSA, Inc., et al., on Oct. 18, 2012, filed its monthly operating
report for the month ended Sept. 30, 2012.

The Debtor posted a net loss of $1.10 million for the month ended
Sept. 30, 2012.

As of Sept. 30, 2012, the Debtor had total assets of
$347.19 million, total liabilities of $1.92 billion, and total
stockholders' deficit of $1.57 billion.

As of Sept. 1, 2012, TOUSA had $ 313.75 million in cash.  The
Debtor had total cash receipts of $48,569 and total cash
disbursements of $1.04 million.  As a result, at the end of the
month, the Debtor had total cash of $312.76 million.

                          About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said it would no longer pursue approval of its liquidation plan
because of the pending appeal of its fraudulent transfer case in
the U.S. Court of Appeals for the Eleventh Circuit.  A district
court in February 2011 held that the bankruptcy judge was wrong in
ruling that lenders who were paid off received fraudulent
transfers when Tousa gave liens on subsidiaries' properties to
bail out and refinance a joint venture.  Daniel H. Golden, Esq.,
and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, N.Y., represent the creditors committee.

The Tousa committee filed a Chapter 11 plan in July 2010 based on
an assumption it would win the appeal.


UNITED RETAIL: Ends September With $1 Million in Cash
-----------------------------------------------------
United Retail Group, Inc., et al., on Oct. 15, 2012, filed its
monthly operating report for the month of September.

The Debtor posted a net income of $1.3 million for the month ended
Sept. 30, 2012.

As of Sept. 30, 2012, the Debtor had total assets of
$1.34 million, total liabilities of $10.86 million and total
stockholders' deficit of $9.52 million.

The United Retail Group had a beginning and ending cash balance of
$1 million.

                     About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.

Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.

As reported in the Troubled Company Reporter on Sept. 21, 2012,
Bankruptcy Law360 said U.S. Bankruptcy Judge Stuart M. Bernstein
on Tuesday confirmed a Chapter 11 plan for Redcats USA Inc.'s
high-end women's clothing retailer United Retail Group Inc.
following a Versa Capital Management LLC unit's April purchase of
its assets in a Section 363 sale.

According to Bankruptcy Law360, Judge Bernstein confirmed the
plan, which calls for the liquidation of what's left of the debtor
after the sale to Versa affiliate Ornatus URG Acquisition LLC, a
sale that created a new company called Avenue Stores LLC.



                          *********

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
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liabilities delivered to nation's bankruptcy courts.  The list
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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, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 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
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter Chapman
at 240/629-3300.


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