TCR_Public/130105.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, January 5, 2013, Vol. 17, No. 4

                            Headlines

ALLEN FAMILY: Ends October With $3.64 Million in Cash
AMR CORP: Has $496 Million Cash at Nov. 30
ATP OIL: Ends November With $21.77 Million in Cash
DAYTOP VILLAGE: Reports $8.52 Million Cash at Oct. 31
DEWEY & LEBOUEF: Ends November With $23.72 Million in Cash

FIRSTFED FINANCIAL: Ends November With $1.56 Million in Cash
HOSTESS BRANDS: Ends Nov. 17 With $30.22 Million in Cash
LEHMAN BROTHERS: Has $5.59-Bil. Cash Available for Distribution
MF GLOBAL: $46 Million in Professional Fees Unpaid
PATRIOT COAL: Ends November With $331.7 Million in Cash

PEGASUS RURAL: Has $793,251 Cash at Sept. 30
PINNACLE AIRLINES: Ends November With $30.15 Million in Cash
PIPELINE DATA: Forecasts $8.91 Million in Cash Thru Feb. 16
PMI GROUP: Ends November With $156.33 Million in Cash
SHARPER IMAGE: Has $537,515 Cash at Nov. 30

SHARPER IMAGE: Ends Dec. 19 With $-1 in Total Cash
SOUTHERN AIR: Reports $7.2 Million November Net Loss
VELO HOLDINGS: Ends November With $24.94 Million in Cash




                            *********


ALLEN FAMILY: Ends October With $3.64 Million in Cash
-----------------------------------------------------
Allen Family Foods, Inc., on Nov. 30, 2012, filed its monthly
operating report for the period from Sept. 30 to Oct. 27, 2012.

The Debtor posted a net loss of $300,202 for the period ended
Oct. 27, 2012.

As of Oct. 27, 2012, the Debtor had total assets of $3.86 million,
total liabilities of $2.9 million and total stockholders' equity
of $963,218.

As of Sept. 30, 2012, Allen Family had $3.37 million in cash.  The
Debtor had total cash disbursements of $433,903.  At the end of
the period, the Debtor had total cash of $3.64 million.

                     About Allen Family Foods

Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company.  Allen Family Foods and two affiliates, Allen's Hatchery
Inc. and JCR Enterprises Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11764) on June 9, 2011.
Allen estimated assets and liabilities between $50 million and
$100 million in its petition.

Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young,
Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as
counsel to the Debtors.  FTI Consulting is the financial advisor.
BMO Capital Markets is the Debtors' investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtors' cases.  Lowenstein Sandler PC and Womble Carlyle
Sandridge & Rice, PLLC, serve as counsel for the committee.  J.H.
Cohn LLP serves as the Committee's financial advisor.

The Debtors won Court approval of their joint plan of liquidation
at a hearing Dec. 19, 2012.  Under the plan, unsecured creditors
with $32.2 million in claims were projected to make a 10%
recovery. The Debtors sold their business in September 2011 to
Korean poultry producer Harim Co., generating $45.2 million.


AMR CORP: Has $496 Million Cash at Nov. 30
------------------------------------------
AMR Corporation, on Dec. 21, 2012, filed its monthly operating
report for the month ended Nov. 30, 2012.

The Company reported a net loss of $347 million on total operating
revenues of $1.93 billion for the month ended Nov. 30, 2012.

As of Nov. 30, 2012, the Company had total assets of $23.72
billion, total liabilities of $31.64 billion and total
stockholders' deficit of $10.24 billion.

At the beginning of November, the Company had $494 million in
cash.  AMR Corp. had total cash disbursements of $2.18 billion.
At the end of the month, the Company had total cash of $496
million.

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

ASSETS
Current Assets
Cash                                              $496,000,000
Short-term investments                           3,518,000,000
Restricted cash and short-term investments         849,000,000
Receivables, net                                 1,050,000,000
Inventories, net                                   592,000,000
Fuel derivative contracts                           78,000,000
Other current assets                               604,000,000
                                             ------------------
                                                  7,187,000,000
Equipment and property
Flight equipment, net                           10,419,000,000
Other equipment and property, net                2,090,000,000
Purchase deposits for flight equipment             812,000,000
                                             ------------------
                                                 13,321,000,000

Equipment and property under capital leases
Flight equipment, net                              226,000,000
Other equipment and property, net                   61,000,000
                                             ------------------
                                                    287,000,000

International slots and route authorities           708,000,000
Domestic slots and airport operating and gate
lease rights, less accumulated amortization,
net                                                163,000,000
Other assets                                      2,053,000,000
                                             ------------------
TOTAL ASSETS                                    $23,719,000,000
                                             ==================

Liabilities and stockholders' equity (deficit)
Current liabilities
Accounts payable                                $1,253,000,000
Accrued liabilities                              2,050,000,000
Air traffic liability                            4,912,000,000
Current maturities of long-term debt             1,409,000,000
Current obligations under capital leases            32,000,000
                                             ------------------
Total current liabilities                        9,656,000,000

Long-term debt, less current maturities          6,823,000,000
Obligations under capital leases, less
  current obligations                               383,000,000
Pension and postretirement benefits                 75,000,000
Other liabilities, deferred gains and
  deferred credits                                1,658,000,000

Liabilities subject to compromise                13,049,000,000

Stockholders' Equity (deficit)
Preferred stock                                              -
Common stock                                       341,000,000
Additional paid-in capital                       4,480,000,000
Treasury stock                                    (367,000,000)
Accumulated other comprehensive income (loss)   (2,143,000,000)
Accumulated deficit                            (10,236,000,000)
                                             ------------------
                                                 (7,925,000,000)
                                             ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $23,719,000,000
                                             ==================


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

Revenues
Passenger -- American Airlines                   $1,439,000,000
           -- Regional Affiliates                    232,000,000
Cargo                                               59,000,000
Other revenues                                     201,000,000
                                             ------------------
  Total operating revenues                        1,931,000,000

Expenses
Aircraft fuel                                      692,000,000
Wages, salaries and benefits                       512,000,000
Other rentals and landing fees                     111,000,000
Maintenance, materials and repairs                 115,000,000
Depreciation and amortization                       82,000,000
Commissions, booking fees and credit card expense   80,000,000
Aircraft rentals                                    47,000,000
Food service                                        46,000,000
Special charges                                              -
Other operating expenses                           245,000,000
                                             ------------------
Total operating expenses                         1,930,000,000
                                             ------------------
Operating income                                      1,000,000

Other income (expense)
Interest income                                      2,000,000
Interest expense                                   (51,000,000)
Interest capitalized                                 5,000,000
Miscellaneous -- net                                 (3,000,000)
                                             ------------------
                                                    (47,000,000)
                                             ------------------
Loss before reorganization items                    (46,000,000)

Reorganization items, net                          (301,000,000)
                                             ------------------
Income (Loss) before income taxes                  (347,000,000)
Income tax                                                    -
                                             ------------------
Net income (loss)                                 ($347,000,000)
                                             ==================

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

Net cash provided by (used for) operating
activities                                        ($85,000,000)

Cash flow from investing activities:
Capital expenditures, including aircraft
  lease deposits                                   (189,000,000)
Disposal of equipment and property                  (1,000,000)
Net (increase) decrease in short-term investments  203,000,000
                                             ------------------
Net cash used for investing activities              13,000,000

Cash flow from financing activities:
Payments on long-term debt and capital
  lease obligations                                 (48,000,000)
Proceeds from:
Issuance of debt                                             -
Sale leaseback transactions                        122,000,000
                                             ------------------
  Net cash provided by financing activities          74,000,000
                                             ------------------
Net increase (decrease) in cash                       2,000,000
Cash at beginning of period                         494,000,000
                                             ------------------
Cash at end of period                              $496,000,000
                                             ==================

Disbursements to Chapter 11 professionals during the operating
period totaled $17.344 million, which included $15.614 million
paid to professionals employed by the Debtors and $1.73 million
paid to professionals retained by the Official Committee of
Unsecured Creditors.

Payment to professionals included:

   Professional                                Amount Paid
   ------------                                -----------
   Weil Gotshal & Manges LLP                $3.754 million
   Debevoise & Plimpton                     $3.617 million
   Skyworks Capital LLC                     $2.155 million
   The Garden City Group Inc.               $1.544 million
   Paul Hastings LLP                        $1.176 million

A full-text copy of the November 2012 monthly operating report is
available at http://bankrupt.com/misc/AMR_November2012MOR.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 November With $21.77 Million in Cash
--------------------------------------------------
ATP Oil & Gas Corporation, on Dec. 26, 2012, filed its monthly
operating report for the month ended Nov. 30, 2012.

The Debtor posted a net loss of $22.15 million on revenues of
$31.77 million for the month ended Nov. 30, 2012.

As of Nov. 30, 2012, the Debtor had total assets of $2.98 billion,
total liabilities of $3.06 billion and total
stockholders' deficit of $77.60 million.

At the beginning of the month, ATP Oil had $39.60 million in cash.
The Debtor had total cash receipts of $39.58 million and total
cash disbursements of $57.41 million.  As a result, at the end of
November, ATP Oil had total cash of $21.77 million.

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

                       http://is.gd/2gvSRU

                          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.


DAYTOP VILLAGE: Reports $8.52 Million Cash at Oct. 31
-----------------------------------------------------
Daytop Village Foundation, Inc., on Dec. 12, 2012, filed its
monthly operating report for the month ended Oct. 31, 2012.

The Company reported a net loss of $397,410 on net revenue of
$382,343 for the month ended Oct. 31, 2012.

As of Oct. 31, 2012, the Company had total assets of $59.68
million, total liabilities of $24.14 million and total
stockholders' equity of $35.54 million.

At the beginning of October, the Company had $8.49 million in
cash.  Daytop Village Foundation had total cash receipts of
$72,520 and total cash disbursements of $45,107.  As a result, at
the end of the month, the Company had total cash of $8.52 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.


DEWEY & LEBOUEF: Ends November With $23.72 Million in Cash
----------------------------------------------------------
Dewey & Leboeuf LLP, on Dec. 18, 2012, filed its monthly operating
report for the month ended Nov. 30, 2012.

As of Nov. 30, 2012, the Debtor had total assets of $105.17
million, total liabilities of $209.85 million and total
stockholders' deficit of $104.68 million.

At the beginning of the month, the Debtor had $24.20 million in
cash.  Dewey & Leboeuf had total cash receipts of $2.82 million
and total cash disbursements of $3.29 million.  As a result, at
the end of November, the Debtor had $23.72 million.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dewey & LeBoeuf LLP filed a report disclosing
collections in November.  Dewey's November operating report filed
in bankruptcy court shows $2.6 million in fee collections,
bringing the total collected during the Chapter 11 case to
$71 million.  Operating expenses exceeded collections in November
by $3.5 million, largely as a result of $2.8 million from charging
off uncollectible receivables.  Cash declined about $475,000 in
November to end the month at $23.7 million. No cash was paid
during the month to pay down bank debt.

                      About Dewey & LeBoeuf

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

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

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

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

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

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

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey on Nov. 21, 2012, filed a Chapter 11 liquidating plan and
disclosure statement, which incorporates the partner contribution
plan approved by the bankruptcy court in October.  Under the so-
called PCP, 440 former partners will receive releases in exchange
for $71.5 million in contributions.  The plan is also based on a
proposed settlement between secured lenders and the unsecured
creditors' committee.  Secured lenders will have an allowed
secured claim for $261.9 million, along with a $100 million
unsecured claim for the shortfall in collections on their
collateral.  Unsecured creditors will have $285 million in allowed
claim.  In the new lender settlement, secured creditors would
permit $54 million in collection of accounts receivable to be
utilized in the liquidation.  From the first $67.5 million
collected in the partners' settlement, the plan offers 80% to
secured lenders, with the remaining 20% earmarked for unsecured
creditors.  Collections from the partners settlement above $67.5
million would be split 50-50 between secured and unsecured
creditors.  Meanwhile, secured creditors will receive no
distribution on the $100 million deficiency claim from the first
$67.5 million from the partners' settlement.  If secured lenders
don't agree to release partners, they receive nothing from the
partners' settlement payments.  From collection of other assets --
such as insurance, claims against firm management and lawsuits --
the plan divides proceeds, with lenders receiving 60% to 70% and
unsecured creditors taking the remainder.


FIRSTFED FINANCIAL: Ends November With $1.56 Million in Cash
------------------------------------------------------------
FirstFed Financial Corp., on Dec. 21, 2012, filed its monthly
operating report for the month ended Nov. 30, 2012.

The Company reported a net loss of $103,465 for the month ended
Nov. 30, 2012.

As of Nov. 30, 2012, the Company had total assets of $1.73
million, total liabilities of $159.62 million and total
stockholders' deficit of $157.89 million.

At the beginning of the month, FirstFed Financial had $1.66
million in cash.  The Company had total cash disbursements of
$103,522.  At the end of November, FirstFed Financial had total
cash of $1.56 million.

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

                       http://is.gd/h3DSRu

                     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.

The TCR, citing Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reported on Nov. 19, 2012, that FirstFed Financial
Corp. has an approved Chapter 11 plan after the bankruptcy judge
signed a Nov. 13 confirmation order.  Holders of $157.8 million in
debentures were told to expect a recovery of 16.7% to 24% through
distribution of new stock.  The current plan was FirstFed's second
stab at confirmation.  The first plan was voted down.


HOSTESS BRANDS: Ends Nov. 17 With $30.22 Million in Cash
--------------------------------------------------------
Hostess Brands, Inc., et al., on Dec. 21, 2012, filed its monthly
operating report for the period from Oct. 21 to Nov. 17, 2012.

The Company reported a net loss of $14.14 million on net revenue
of $164.02 million for the period ended Nov. 17, 2012.

As of Nov. 17, 2012, the Company had total assets of $933.02
million, total liabilities of $2.51 billion and total
stockholders' deficit of $1.58 billion.

As of Oct. 21, 2012, Hostess Brands had $37 million in cash.  The
Company had total cash receipts $175.52 million and total cash
disbursements $182.31 million.  As a result, at the end of the
period, Hostess Brands had total cash of $30.22 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.  DHostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

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).

In the new Chapter 11 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.

The official committee of unsecured creditors 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.

Hostess Brands in mid-November opted to pursue the orderly wind
down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down. Employee headcount is expected to decrease
by 94% within the first 16 weeks of the wind down.  The entire
process is expected to be completed in one year.


LEHMAN BROTHERS: Has $5.59-Bil. Cash Available for Distribution
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. was holding $5.59
billion in cash at the end of November available for distribution
to creditors under the Chapter 11 plan approved last year.  The
operating report filed in bankruptcy court shows $13.67 billion in
cash that Lehman is holding in reserve on account of disputed
claims. Unrestricted cash grew by $1.11 billion during November.
The cost of professional services was $12.8 million in November
and $1.77 billion since Lehman emerged from Chapter 11.  Before
emergence, professional costs totaled $27.94 billion, according to
the operating report.

                   $18.8-Bil. in Cash at Oct. 31

Lehman Brothers Holdings disclosed these cash receipts and
disbursements of the company, its affiliated debtors and
controlled entities for the month ended October 31, 2012:

Beginning Total Cash & Investments (10/01/12) $25,265,000,000
Total Sources of Cash                           1,357,000,000
Total Uses of Cash                             (7,820,000,000)
FX Fluctuation                                      3,000,000
                                               ---------------
Ending Total Cash & Investments (10/31/12)    $18,815,000,000

Lehman reported $16.699 billion in cash and investments as of
October 1, 2012, and $10.522 billion as of October 31, 2012.

The monthly operating report also showed that a total of $22.426
million was paid in to the U.S Trustee and professionals.

From September 15, 2008, to October 31, 2012, a total of
$1,755,643,000 was paid to the U.S. Trustee and professionals, of
which $535,520,000 was paid to Lehman's turnaround manager
Alvarez & Marsal LLC, while $419,228,000 was paid to its
bankruptcy counsel, Weil Gotshal & Manges LLP.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Alvarez & Marsal North America LLC, the financial
adviser for Lehman Brothers, is receiving $42 million in
incentive bonuses.  The approval order by the bankruptcy judge
states that the firm voluntarily reduced the bonus.

A copy of the October 2012 Operating Report is available for free
at http://bankrupt.com/misc/LehmanMOROct3112.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.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


MF GLOBAL: $46 Million in Professional Fees Unpaid
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that professionals liquidating MF Global Holdings Ltd.
have run up almost $46 million in fees that can't be paid,
according to the latest operating report filed with the U.S.
Bankruptcy Court in New York.  MF Global Holdings is the parent of
the liquidating commodity broker with a $1.6 billion shortfall in
customers' property.

According to the report, through the end of November, Louis Freeh
and professionals serving him as Chapter 11 trustee for the MF
Global holding company together have accrued $32.7 million in fees
since the bankruptcy began at the end of October 2011.
Professionals for the official creditors' committee billed another
$13.3 million that can't be paid for lack of cash.

Mr. Freeh's principal lawyers are Morrison & Forester LLP, and his
financial advisers are FTI Consulting Inc.

To pay expenses of liquidation other than professional
fees, Mr. Freeh has been using cash representing collateral for
the claim of secured lender JPMorgan Chase & Co.  Originally $25.3
million, cash had been reduced to $14.1 million when November drew
to a close.

The cash outflow at the holding company was $610,500 in November,
according to the operating report. The month's loss from
operations was $845,000.

                          About MF Global

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

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

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

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

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

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PATRIOT COAL: Ends November With $331.7 Million in Cash
-------------------------------------------------------
Patriot Coal Corporation, on Dec. 21, 2012, filed its monthly
operating report for the month ended Nov. 30, 2012.

The Company reported a net loss of $27.58 million on total
revenues of $154.53 million for the month ended Nov. 30, 2012.

As of Nov. 30, 2012, the Company had total assets of $3.81
billion, total liabilities of $3.87 billion and total
stockholders' deficit of $63.71 million.

For the month of November, Patriot Coal had total cash receipts of
$158.75 million and total cash disbursements of $54.85 million.
At the end of the month, the Company had $331.7 million in cash
and cash equivalents.

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

                       http://is.gd/CZjSQK

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.


PEGASUS RURAL: Has $793,251 Cash at Sept. 30
--------------------------------------------
Pegasus Rural Broadband, LLC, et al., on Nov. 26, 2012, filed its
monthly operating report for the month ended Sept. 30, 2012.

The Debtor reported a net loss of $8.04 million for the month
ended Sept. 30, 2012.

As of Sept. 30, 2012, the Debtor had total assets of $28.77
million, total liabilities of $83.18 million and total
stockholders' deficit of $54.42 million.

At the beginning of the month, the Debtor had $143,365 in cash.
Pegasus Rural had total cash receipts $2.32 million and total cash
disbursements of $1.67 million.  As a result, at the end of
September, the Debtor had total cash of $793,251.

                  About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Neil Raymond Lapinski, Esq., Shelley A.
Kinsella, Esq., and Jonathan M. Stemerman, Esq., at Elliott
Greenleaf, in Wilmington, Delaware, serve as counsel to the
Debtor.  NHB Advisorsm Inc., is their financial advisors.  Epiq
Systems, Inc., is the claims and notice agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May 2011 of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

The Court denied a motion by the secured noteholders to dismiss
the Chapter 11 case and appoint a Chapter 11 trustee.

On Nov. 19, 2012, the Delaware Bankruptcy Court signed an order
confirming the Debtors' plan even though it pays nothing to
unsecured creditors.

The Debtors filed a proposed reorganization plan in February 2012
predicting sale of licenses in the 700 megahertz spectrum would
pay all secured and unsecured creditors in full, with interest.
In a separate filing, the Debtors said the assets would be turned
over to secured lenders if there was neither a lender nor a buyer
to finance a plan.  The plan would be funded either by a new loan
or by selling the business and the assets.

In August 2012, the Debtors won Court permission to sell assets in
700 megahertz spectrum to secured lenders in exchange for $30
million in debt.  The assets include 23 licenses in the 700
megahertz frequency band that were purchased in 2000 and 2001 for
$96 million.  The Debtors also sold licenses they lease in the 2.5
gigahertz spectrum, for prices ranging mostly between $7,500 and
$11,000 each.

The Debtors also have sold tower facilities for $3 million to
Rhino Communications Inc.

Bloomberg noted that the poor recovery under the plan resulted
from sales of the frequency spectrum that didn't attract outside
bidders at hoped-for prices.

No committee or trustee has been appointed in the cases.


PINNACLE AIRLINES: Ends November With $30.15 Million in Cash
------------------------------------------------------------
Pinnacle Airlines Corp. et al., on Dec. 21, 2012, filed its
monthly operating report for the month ended Nov. 30, 2012.

The Debtor posted a net loss of $9.91 million on total operating
revenues of $57.22 million for the month ended Nov. 30, 2012.

As of Nov. 30, 2012, Pinnacle Airlines had total assets of $790.54
million, total liabilities of $912.80 million and total
stockholders' deficit of $122.26 million.

At the beginning of November, Pinnacle Airlines had $34.37 million
in cash.  The Debtor had total cash disbursements of $66.06
million.  At the end of the month, the Debtor had total cash of
$30.15 million.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pinnacle Airlines, in an operating report filed with
the bankruptcy court in New York, disclosed a $4.2 million decline
in cash during November.  Pinnacle ended November with $30.2
million unrestricted cash. There was another $13.5 million in
restricted cash.

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

                       http://is.gd/4jMFCn

                     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.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million and total
stockholders' deficit of $112.44 million.

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.


PIPELINE DATA: Forecasts $8.91 Million in Cash Thru Feb. 16
-----------------------------------------------------------
Pipeline Data, Inc., et al., on Dec. 5, 2012, filed its initial
monthly operating report for the period from Nov. 24, 2012, to
Feb. 16, 2013.

At the beginning of the period, the Company had $3.46 million in
cash.  Pipeline Data expects total cash disbursements of $1.24
million.  The Company is forecasting total cash of $8.91 million
as of Feb. 16, 2013.

                       About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) on Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provides credit and debit
card payment processing services to approximately 15,000
merchants.  The Company has 36 employees.

Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor.  Dragonfly Capital
Partners L.L.C. is the investment banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sought bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.


PMI GROUP: Ends November With $156.33 Million in Cash
-----------------------------------------------------
PMI Group, Inc., on Dec. 28, 2012, filed its monthly operating
report for the month ended Nov. 30, 2012.

The Debtor posted a net loss of $1.5 million for the month ended
Nov. 30, 2012.

As of Nov. 30, 2012, the Debtor had total assets of $224.9
million, total liabilities of $770.56 million and total
stockholders' deficit of $545.66 million.

At the beginning of the month, PMI Group had $158.34 million in
cash.  The Debtor had total cash receipts of $24 and total cash
disbursements of $2.01 million.  As a result, at the end of
November, PMI Group had total cash of $156.33 million.

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

                       http://is.gd/Vvfcxn

                       About The PMI Group

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.


SHARPER IMAGE: Has $537,515 Cash at Nov. 30
-------------------------------------------
TSIC, Inc., formerly known as Sharper Image Corp., on Dec. 20,
2012, filed its monthly operating report for the month ended
Nov. 30, 2012.

TSIC reported a net loss of $23,650 for the month ended Nov. 30,
2012.

As of Nov. 30, 2012, the Company had total assets of $1.11
million, total liabilities of $(95.28) million and total
stockholders' equity of $94.17 million.

At the beginning of the month, the Company had $568,453 in cash.
The Company had total cash receipts of $53 and total cash
disbursements of $30,991.  As a result, at the end of November
TSIC had total cash of $537,515.

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

                       http://is.gd/0Wr9Zm

                       About Sharper Image

Headquartered in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- was a multi-channel specialty
retailer.  It operated in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The Company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it was also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The Company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D. Del. Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP, serve
as the Company's lead counsel.  Steven K. Kortanek, Esq., and John
H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice, P.L.L.C.,
serve as the Company's local Delaware counsel.

An official committee of unsecured creditors was appointed in the
case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it disclosed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor disclosed $52,962,174 in total assets and
$39,302,455 in total debts.

Sharper Image changed its name to "TSIC, Inc." following the going
out of business sales of its assets by a group consisting of
Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco
Merchant Resources, LLC, and Hilco Consumer Capital, LLC.

The TCR reported on Aug. 16, 2012, that U.S. Bankruptcy Judge
Kevin Gross granted a motion by TSIC Inc., formerly the Sharper
Image, for procedures for dismissing its Chapter 11 case and the
disallowance of claims by a class of consumers who owned gift
cards the retailer issued before going under.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that what remains of Sharper Image will conclude the
bankruptcy with a distribution to some priority and unsecured
creditors even though the liquidated 184-store specialty retailer
is unable to comply with the requirements for carrying out a
Chapter 11 plan.


SHARPER IMAGE: Ends Dec. 19 With $-1 in Total Cash
--------------------------------------------------
TSIC, Inc., formerly known as Sharper Image Corp., on Dec. 26,
2012, filed its monthly operating report for the period from
Dec. 1 to 19, 2012.

TSIC posted a net loss of $586,076 for the period ended Dec. 19,
2012.

As of Dec. 19, 2012, the Debtor had total assets of $549,656,
total liabilities of $(95.31) million and total stockholders'
equity of $94.76 million.

As of Dec. 1, 2012, the Debtor had $537,515 in cash.  The Debtor
had total cash receipts of $76,558 and total cash disbursements of
$614,074.  The Debtor has $(1) in total cash as of Dec. 19, 2012.

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

                       http://is.gd/wIDGJe

                       About Sharper Image

Headquartered in San Francisco, California, Sharper Image Corp.
-- http://www.sharperimage.com/-- was a multi-channel specialty
retailer. It operated in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet. The Company has operations in
Australia, Brazil and Mexico. In addition, through its Brand
Licensing Division, it was also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The Company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D. Del. Case No. 08-10322). Judge Kevin Gross presides
over the case. Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP, serve
as the Company's lead counsel. Steven K. Kortanek, Esq., and
John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Company's local Delaware counsel.

An official committee of unsecured creditors was appointed in the
case. Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel. Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it disclosed total assets
of $251,500,000 and total debts of $199,000,000. As of June 30,
2008, the Debtor disclosed $52,962,174 in total assets and
$39,302,455 in total debts.

Sharper Image changed its name to "TSIC, Inc." following the going
out of business sales of its assets by a group consisting of
Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco
Merchant Resources, LLC, and Hilco Consumer Capital, LLC.

The TCR reported on Aug. 16, 2012, that U.S. Bankruptcy Judge
Kevin Gross granted a motion by TSIC Inc., formerly the Sharper
Image, for procedures for dismissing its Chapter 11 case and the
disallowance of claims by a class of consumers who owned gift
cards the retailer issued before going under.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that what remains of Sharper Image Corp. will conclude
the bankruptcy with a distribution to some priority and unsecured
creditors even though the liquidated 184-store specialty retailer
is unable to comply with the requirements for carrying out a
Chapter 11 plan.


SOUTHERN AIR: Reports $7.2 Million November Net Loss
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Southern Air Holdings Inc. reported a $2 million operating
loss and a $7.2 million net loss in November on revenue of $25.6
million.  The operating report filed with the U.S. Bankruptcy
Court in Delaware shows how the net loss is largely attributable
to $3.3 million in interest expense and $2 million in costs of the
bankruptcy begun in September.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3,
appointed the statutory committee of unsecured creditors.

There will be a Feb. 14, 2013 confirmation hearing for approval of
the airline's Chapter 11 reorganization plan giving 82.5% of the
stock to secured lenders in return for $295 million in debt.  The
unsecured creditors' committee is opposing approval of the plan.


VELO HOLDINGS: Ends November With $24.94 Million in Cash
--------------------------------------------------------
Velo Holdings Inc., et al., on Dec. 20, 2012, filed its monthly
operating report for the month ended Nov. 30, 2012.

The Company posted a net income of $4.93 million on revenue of
$21.08 million for the month ended Nov. 30, 2012.

As of Nov. 30, 2012, the Company had total assets of $262.17
million, total liabilities of $618.26 million and total
stockholders' deficit of $356.09 million.

At the beginning of November, the Company had $25.62 million in
cash.  Velo Holdings had total cash receipts of $20.81 million and
total cash disbursements of $20.88 million.  As a result, at the
end of the month, the Company had total cash of $24.94 million.

                        About Velo Holdings

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


                            *********

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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Monthly Operating Reports are summarized in every Saturday edition
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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,
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
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Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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