TCR_Public/121117.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 17, 2012, Vol. 16, No. 320

                            Headlines

AMERICAN AIRLINES: Has $291,000,000 Million September Loss
ATP OIL: Ends August 31 With $47.14 Million in Cash
ATP OIL: Ends September 30 With $54.51 Million in Cash
CHRIST HOSPITAL: Ends September 30 With $10.21 Million in Cash
GLOBAL AVIATION: Ends September With $3.84 Million in Cash

HAWKER BEECHCRAFT: Ends September 30 With $127.1 Million in Cash
HOSTESS BRANDS: Ends September 22 With $37.2 Million in Cash
JOURNAL REGISTER: Ends September 23 With $2.28 Million in Cash
NEOGENIX ONCOLOGY: Has $267,408 in Disbursements for September
SAND SPRING: Reports $58,451 Net Loss for March

SAND SPRING: Reports $124,425 Net Loss for July
SMF ENERGY: Ends September 30 With $6.14 Million in Cash
TRIBUNE CO: Has $20.2 Million Net Income in September
VERTIS HOLDINGS: Projects Total Cash of $57.32 Million on Jan. 4




                            *********



AMERICAN AIRLINES: Has $291,000,000 Million September Loss
----------------------------------------------------------

                     AMR Corporation, et al.
               Condensed Consolidated Balance Sheet
                       As of September 30, 2012

ASSETS
Current Assets
Cash                                              $508,000,000
Short-term investments                           3,718,000,000
Restricted cash and short-term investments         847,000,000
Receivables, net                                 1,160,000,000
Inventories, net                                   596,000,000
Fuel derivative contracts                           98,000,000
Other current assets                               376,000,000
                                             ------------------
                                                  7,303,000,000
Equipment and property
Flight equipment, net                           10,492,000,000
Other equipment and property, net                2,066,000,000
Purchase deposits for flight equipment             764,000,000
                                             ------------------
                                                 13,322,000,000

Equipment and property under capital leases
Flight equipment, net                              235,000,000
Other equipment and property, net                   63,000,000
                                             ------------------
                                                    298,000,000

International slots and route authorities           708,000,000
Domestic slots and airport operating and gate
lease rights, less accumulated amortization,
net                                                167,000,000
Other assets                                      2,129,000,000
                                             ------------------
TOTAL ASSETS                                    $23,927,000,000
                                             ==================

Liabilities and stockholders' equity (deficit)
Current liabilities
Accounts payable                                $1,283,000,000
Accrued liabilities                              2,029,000,000
Air traffic liability                            4,730,000,000
Current maturities of long-term debt             1,508,000,000
Current obligations under capital leases            36,000,000
                                             ------------------
Total current liabilities                        9,586,000,000

Long-term debt, less current maturities          6,097,000,000
Obligations under capital leases, less
  current obligations                               392,000,000
Pension and postretirement benefits                 76,000,000
Other liabilities, deferred gains and
  deferred credits                                1,658,000,000

Liabilities subject to compromise                13,493,000,000

Stockholders' Equity (deficit)
Preferred stock                                              -
Common stock                                       341,000,000
Additional paid-in capital                       4,477,000,000
Treasury stock                                    (367,000,000)
Accumulated other comprehensive income (loss)   (2,101,000,000)
Accumulated deficit                             (9,725,000,000)
                                             ------------------
                                                 (7,375,000,000)
                                             ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $23,927,000,000
                                             ==================


                     AMR Corporation, et al.
               Consolidated Statement of Operations
                    Month Ended September 30, 2012

Revenues
Passenger - American Airlines                   $1,436,000,000
           - Regional Affiliates                    225,000,000
Cargo                                               52,000,000
Other revenues                                     195,000,000
                                             ------------------
  Total operating revenues                        1,908,000,000

Expenses
Aircraft fuel                                      722,000,000
Wages, salaries and benefits                       588,000,000
Other rentals and landing fees                     107,000,000
Maintenance, materials and repairs                 103,000,000
Depreciation and amortization                       81,000,000
Commissions, booking fees and credit card expense   81,000,000
Aircraft rentals                                    45,000,000
Food service                                        42,000,000
Special charges                                    160,000,000
Other operating expenses                           223,000,000
                                             ------------------
Total operating expenses                         2,152,000,000
                                             ------------------
Operating income                                   (244,000,000)

Other income (expense)
Interest income                                      2,000,000
Interest expense                                   (53,000,000)
Interest capitalized                                 4,000,000
Miscellaneous - net                                 (3,000,000)
                                             ------------------
                                                    (50,000,000)
                                             ------------------
Income before reorganization items                 (294,000,000)

Reorganization items, net                             3,000,000
                                             ------------------
Income (Loss) before income taxes                  (291,000,000)
Income tax                                                    -
                                             ------------------
Net income (loss)                                 ($291,000,000)
                                             ==================

                     AMR Corporation, et al.
          Condensed Consolidated Statement of Cash Flows
                    Month Ended September 30, 2012

Net cash provided by (used for) operating
activities                                         $89,000,000

Cash flow from investing activities:
Capital expenditures, including aircraft
  lease deposits                                   (148,000,000)
Disposal of equipment and property                  (1,000,000)
Net (increase) decrease in short-term investments  134,000,000
                                             ------------------
Net cash used for investing activities             (15,000,000)

Cash flow from financing activities:
Payments on long-term debt and capital
  lease obligations                                (139,000,000)
Proceeds from:
Sale leaseback transactions                        123,000,000
                                             ------------------
  Net cash provided by financing activities         (16,000,000)
                                             ------------------
Net increase (decrease) in cash                      58,000,000
Cash at beginning of period                         450,000,000
                                             ------------------
Cash at end of period                              $508,000,000
                                             ==================

Disbursements to Chapter 11 professionals during the operating
period totaled $15.428 million, which included $13.643 million
paid to professionals employed by the Debtors and $1.785 million
paid to professionals retained by the Official Committee of
Unsecured Creditors.

Payment to professionals included:

   Professional                                Amount Paid
   ------------                                -----------
   Weil Gotshal & Manges LLP                $3.638 million
   Debevoise & Plimpton                     $1.730 million
   Paul Hastings LLP                        $1.398 million
   Bain & Company Inc.                      $1.364 million

A full-text copy of the September 2012 Monthly Operating Report
is available at http://bankrupt.com/misc/AMR_September2012MOR.pdf

                      About American Airlines

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

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

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

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

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

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

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

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


ATP OIL: Ends August 31 With $47.14 Million in Cash
---------------------------------------------------
ATP Oil & Gas Corporation, on Oct. 22, 2012, filed an amended
monthly operating report for the period from Aug. 17 to 31, 2012.

The Company reported a net loss of $32.70 million on revenues of
$17.96 million for the period ended Aug. 31, 2012.

As of Aug. 31, 2012, the Company had total assets of $3.04
billion, total liabilities of $3.07 billion and total
stockholders' deficit of $33.82 million.

As of Aug. 17, 2012, the Company had $6.12 million in cash.  ATP
Oil had total cash receipts of $427.34 million and total
cash disbursements of $386.32 million.  As a result, at the end of
the period, the Company had total cash of $47.14 million.

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

                       http://is.gd/PIcFRe

                          About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Porter Hedges LLP serves as local
co-counsel.  Munsch Hardt Kopf & Harr, P.C., is the conflicts
counsel.  Opportune LLP is the financial advisor and Jefferies &
Company is the investment banker.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Blackhill Partners, LLC, provided
James R. Latimer, III as chief restructuring officer to the
Debtor.  Filings with the Bankruptcy Court and claims information
are available at http://www.kccllc.net/atpog

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.  In its schedules,
the Debtor disclosed $3,249,576,978 in assets and $2,278,831,445
in liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.   Duff & Phelps Securities, LLC, serves as its financial
advisors.  The Committee tapped Epiq Bankruptcy Solutions, LLC as
its information agent.


ATP OIL: Ends September 30 With $54.51 Million in Cash
------------------------------------------------------
ATP Oil & Gas Corporation, on Nov. 5, 2012, filed its monthly
operating report for the month ended Sept. 30, 2012.

The Debtor posted a net loss of $4.62 million on revenues of
$37.18 million for the month ended Sept. 30, 2012.

As of Sept. 30, 2012, ATP Oil had total assets of $3.13 billion,
total liabilities of $3.18 billion and total stockholders' deficit
of $41.27 million.

At the beginning of the month, ATP Oil had $47.14 million in cash.
The Debtor had total cash receipts of $75.40 million and total
cash disbursements of $68.03 million.  As a result, at the end of
September, ATP Oil had total cash of $54.51 million.

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

                       http://is.gd/yZm4P1

                          About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Porter Hedges LLP serves as local
co-counsel.  Munsch Hardt Kopf & Harr, P.C., is the conflicts
counsel.  Opportune LLP is the financial advisor and Jefferies &
Company is the investment banker.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Blackhill Partners, LLC, provided
James R. Latimer, III as chief restructuring officer to the
Debtor.  Filings with the Bankruptcy Court and claims information
are available at http://www.kccllc.net/atpog

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.  In its schedules,
the Debtor disclosed $3,249,576,978 in assets and $2,278,831,445
in liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.   Duff & Phelps Securities, LLC, serves as its financial
advisors.  The Committee tapped Epiq Bankruptcy Solutions, LLC as
its information agent.


CHRIST HOSPITAL: Ends September 30 With $10.21 Million in Cash
--------------------------------------------------------------
Christ Hospital on Oct. 25, 2012, filed its monthly operating
report for the month ended Sept. 30, 2012.

The Company posted a net loss of $515,000 for the month ended
Sept. 30, 2012.

As of Sept. 30, 2012, the Company had total assets of
$10.21 million, total liabilities of $100.75 million and total
stockholders' equity of $90.55 million.

As of Sept. 1, 2012, Christ Hospital had a beginning estate cash
balance of $10.94 million.  The Company had $831,827 cash
disbursements for the current month.  As of Sept. 30, 2012, Christ
Hospital had an ending estate cash balance of $10.21 million.

                       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.


GLOBAL AVIATION: Ends September With $3.84 Million in Cash
----------------------------------------------------------
Global Aviation Holdings Inc., et al., on Nov. 2, 2012, filed
its monthly operating report for the month ended Sept. 30, 2012.

The Company reported a net loss of $5.75 million on total
operating revenue of $51.30 million for the month ended Sept. 30,
2012.

As of Sept. 30, 2012, Global Aviation had total assets of
$436.05 million, total liabilities of $515.64 million and total
stockholders' deficit of $79.59 million.

At the beginning of the month, Global Aviation had $357,595 in
cash.  The Company had total cash receipts of $4.50 million and
total cash disbursements of $1.01 million.  As a result, at
the end of the month, the Company had total cash of $3.84 million.

                      About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.


HAWKER BEECHCRAFT: Ends September 30 With $127.1 Million in Cash
----------------------------------------------------------------
Hawker Beechcraft, Inc., 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 $42.4 million on total sales of
$213.5 million for the month ended Sept. 30, 2012.

As of Sept. 30, 2012, the Debtor had total assets of $2.62
billion, total liabilities of $3.95 billion and total
stockholders' deficit of $1.33 billion.

As of Sept. 1, 2012, Hawker Beechcraft had $109.2 million in cash.
The Debtor had total cash receipts of $171.9 million and total
cash disbursements of $153.6 million.  The Debtor also had DIP
financing disbursements of $22.7 million.  As a result, as of
Sept. 30, 2012, Hawker Beechcraft had total cash of $127.1
million.

                      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 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.  The Committee's
financial advisor is FTI Consulting, Inc.

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would 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.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WJS the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.


HOSTESS BRANDS: Ends September 22 With $37.2 Million in Cash
------------------------------------------------------------
Hostess Brands, Inc., et al., on Oct. 26, 2012, filed its monthly
operating report for the period from Aug. 26 to Sept. 22, 2012.

The Company posted a net loss of $15.1 million on net revenue of
$175.39 million for the period ended Sept. 22, 2012.

As of Sept. 22, 2012, the Company had total assets of $974.86
million, total liabilities of $2.53 billion and total
stockholder's deficit of $1.55 billion.

At the beginning of the period, the Company had $36.92 million in
cash.  Hostess Brands had total cash receipts $192.43 million and
total cash disbursements $192.15 million.  As a result, as of
Sept. 22, 2012, Hostess Brands had total cash of $37.20 million.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.

On Oct. 11, Hostess Brands and its five subsidiaries filed their
Joint Plan of Reorganization and related Disclosure Statement
wherein unsecured creditors with more than $2.5 billion in claims
will receive nothing.

Under the Plan, the Debtors will issue almost $700 million in
various levels of new secured debt.  Most will pay interest
through issuance of more debt.  The Debtors will raise $88 million
in cash plus enough to pay off the amount outstanding under the
$75 million loan financing the reorganization that began in
January.

The Plan also provides that holders of $80.4 million of first-lien
debt will receive as much as $59 million in cash plus new first-
lien notes.  Holders of $340.7 million in other first-lien debt
will also be offered new first-lien debt.  In total, there is to
be at least $361.8 million in new first-lien debt on the Company's
emergence from Chapter 11.  For $191.4 million in existing third-
lien debt, holders will receive 75% of the new stock and about
$172 million in new third-lien notes.  The other 25%, plus a $100
million third-lien note, will go to the unions in return for
contract concessions.  Under the Plan, trade suppliers will
receive $5 million in new third-lien debt.  Other unsecured
creditors receive nothing, although the creditors' committee will
retain the right to sue lenders for invalidation of their claims
or liens.


JOURNAL REGISTER: Ends September 23 With $2.28 Million in Cash
--------------------------------------------------------------
Journal Register Company, et al., on Oct. 31, 2012, filed its
monthly operating report for the period from Sept. 5 through
Sept. 23, 2012.

The Debtor posted a net loss of $633,000 on total revenues of
$21.44 million for the period ended Sept. 23, 2012.

As of Sept. 23, 2012, the Debtor had total assets of
$236.36 million, total liabilities of $272.36 million and total
stockholder's deficit of $36 million.

As of Sept. 5, 2012, Journal Register had $1.60 million in cash.
The Debtor had total cash disbursements of $8 million.  At the end
of the period, the Debtor had total cash of $2.28 million.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed these
persons to serve on the Official Committee of Unsecured Creditors.
Lowenstein Fandler PC represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.


NEOGENIX ONCOLOGY: Has $267,408 in Disbursements for September
--------------------------------------------------------------
Neogenix Oncology Inc., on Oct. 22, 2012, filed its monthly
operating report for the month ended Sept. 30, 2012.

For the month of September, the Debtor had total cash
disbursements of $267,408.

                      About Neogenix Oncology

Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11
petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in
Greenbelt with a deal to sell the assets to Precision Biologics
Inc., absent higher and better offers.

Founded in December 2003, Neogenix is a clinical stage, pre-
revenue generating, biotechnology company focused on developing
therapeutic and diagnostic products for the early detection and
treatment of cancer.  Neogenix, which has 10 employees, says it
its approach and portfolio of three unique monoclonal antibody
therapeutics -- mAb -- hold the potential for novel and targeted
therapeutics and diagnostics for the treatment of a broad range of
tumor malignancies.

Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean,
Virginia, serves as counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.

The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million.

W. Clarkson McDow, Jr., U.S. Trustee for Region 4, appointed seven
members to the committee of equity security holders.

Sands Anderson PC represents the Official Committee of Equity
Security Holders.  The Committee tapped FTI Consulting, Inc., as
its financial advisor.


SAND SPRING: Reports $58,451 Net Loss for March
-----------------------------------------------
Sand Spring Capital III, LLC, et al., on May 15, 2012, filed its
monthly operating report for the month ended March 31, 2012.

The Company reported a net loss of $58,451 for the month ended
March 31, 2012.

As of March 31, 2012, the Company had total net assets of
$4.33 million and total liabilities of $21,241.

                   About Sand Spring Capital III

Sand Spring Capital III, LLC, filed a Chapter 11 petition
(Bankr. D. Del. Case No. 11-13393) on Oct. 25, 2011 in Delaware.
Affiliates, Sand Spring Capital III, LLC, CA Core Fixed Income
Fund, LLC, CA Core Fixed Income Offshore Fund, Ltd., CA High Yield
Fund, LLC, CA High Yield Offshore Fund, Ltd., CA Strategic Equity
Fund, LLC, CA Strategic Equity Offshore Fund, Ltd., Sand Spring
Capital III, Ltd., Sand Spring Capital III Master Fund, LLC,
sought Chapter 11 protection on the same day.

Sand Spring Capital III LLC disclosed $4,882,373 in assets and
$4,140 in liabilities.  CA Core Fixed Income Fund LLC disclosed
$36,176,682 in assets and $48,244 in liabilities.  CA Core Fixed
Income Offshore Fund Ltd. disclosed $6,900,726 in assets and
$10,393 in liabilities.  CA High Yield Fund LLC disclosed
$5,626,644 in assets and $11,568 in liabilities.  CA High Yield
Offshore Fund, Ltd. disclosed $10,840,032 in assets and $22,785 in
liabilities.  CA Strategic Equity Fund LLC scheduled $2,013,461 in
assets and $0 debt.  CA Strategic Equity Offshore Fund Ltd.
disclosed $2,285,492 in assets and $0 debts.  Sand Spring Capital
III Ltd. disclosed $2,214,099 in assets and $1,820 in debts.  Sand
Spring Capital III Master Fund LLC disclosed $7,096,473 in assets
and $0 in debts.


SAND SPRING: Reports $124,425 Net Loss for July
-----------------------------------------------
Sand Spring Capital III, LLC, et al., on Aug. 29, 2012, filed its
monthly operating report for the month ended July 31, 2012.

The Debtor posted a net loss of $124,425 for the month ended
July 31, 2012.

As of July 31, 2012, the Debtor had total net assets of
$4.41 million and total liabilities of $32,322.

                   About Sand Spring Capital III

Sand Spring Capital III, LLC, filed a Chapter 11 petition
(Bankr. D. Del. Case No. 11-13393) on Oct. 25, 2011 in Delaware.
Affiliates, Sand Spring Capital III, LLC, CA Core Fixed Income
Fund, LLC, CA Core Fixed Income Offshore Fund, Ltd., CA High Yield
Fund, LLC, CA High Yield Offshore Fund, Ltd., CA Strategic Equity
Fund, LLC, CA Strategic Equity Offshore Fund, Ltd., Sand Spring
Capital III, Ltd., Sand Spring Capital III Master Fund, LLC,
sought Chapter 11 protection on the same day.

Sand Spring Capital III LLC disclosed $4,882,373 in assets and
$4,140 in liabilities.  CA Core Fixed Income Fund LLC disclosed
$36,176,682 in assets and $48,244 in liabilities.  CA Core Fixed
Income Offshore Fund Ltd. disclosed $6,900,726 in assets and
$10,393 in liabilities.  CA High Yield Fund LLC disclosed
$5,626,644 in assets and $11,568 in liabilities.  CA High Yield
Offshore Fund, Ltd. disclosed $10,840,032 in assets and $22,785 in
liabilities.  CA Strategic Equity Fund LLC scheduled $2,013,461 in
assets and $0 debt.  CA Strategic Equity Offshore Fund Ltd.
disclosed $2,285,492 in assets and $0 debts.  Sand Spring Capital
III Ltd. disclosed $2,214,099 in assets and $1,820 in debts.  Sand
Spring Capital III Master Fund LLC disclosed $7,096,473 in assets
and $0 in debts.


SMF ENERGY: Ends September 30 With $6.14 Million in Cash
--------------------------------------------------------
SMF Energy Corporation, on Oct. 22, 2012, filed its monthly
operating report for the month ended Sept. 30, 2012.

At the beginning of September, the Debtor had $6.07 million in
cash.  SMF Energy had total receipts of $120,142 and total
disbursements of $52,024.  As a result, at the end of the month,
the Debtor had total cash of $6.14 million.

                         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.

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 represent the creditors.

The Debtors entered into an agreement for Sun Coast Resources to
acquire assets associated with the Debtors' business in their
various operating locations in the State of Texas for $4 million,
absent higher and better offers.  The Texas assets yielded no
competing bids from other parties.  Competing bids were submitted
with respect to the assets and vehicle outside Texas, under which
Sun Coast was also the stalking horse bidder with a total offer of
$5 million.  The auction raised the value of the assets by $1.75
million.  The sales, which closed in June, generated $10.75
million.

The Debtors in August filed a Plan of liquidation.  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.


TRIBUNE CO: Has $20.2 Million Net Income in September
-----------------------------------------------------
Tribune Company, et al., posted a $20.189 million net income for
the period August 27 to September 23, 2012.  Revenues for the
period totaled $236.551 million while operating expenses totaled
$206.778 million.

As of September 23, 2012, the Debtors had consolidated current
assets totaling $2,576,706,000, and consolidated current
liabilities totaling $577,681,000.  The Debtors had assets
totaling $9,726,129,000, liabilities totaling $1,320,195,000,
resulting to ($8,142,107,000) shareholders' deficit.

Disbursements for the operating period totaled $203,879,000,
which consisted of $68,962,000 in compensation and benefits,
$130,428,000 in general disbursements, and $4,489,000 in
reorganization-related disbursements.

For the operating period, $4,684,672 was paid to Chapter 11
professionals.  The amount paid to the Chapter 11 professionals
since the bankruptcy filing totaled $282,043,364.

A full-text copy of the September 2012 Operating Report is
available at http://bankrupt.com/misc/tribunemorseptember2012.pdf

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


VERTIS HOLDINGS: Projects Total Cash of $57.32 Million on Jan. 4
----------------------------------------------------------------
Vertis Holdings, Inc., et al., on Oct. 24, 2012, filed its initial
monthly operating report for the period October 1, 2012, to
Jan. 4, 2013.

At the beginning of the period, the Debtor had $89.27 million in
cash.  The Debtor projects total cash of $57.32 million by Jan. 4,
2013.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.



                          *********

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.
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Each Tuesday edition of the TCR contains a list of companies with
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The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
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                           *********

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
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Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

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