TCR_Public/130223.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, February 23, 2013, Vol. 17, No. 53

                            Headlines

A123 SYSTEMS: Lists $35.13 Million Net Loss in December
AFA FOODS: Has $15.98 Million Cash at December 31
ALLIED SYSTEMS: Ends December With $7.84 Million in Cash
AMF BOWLING: Has $27.2 Million in Cash as of December 30
AMPAL AMERICAN: Ends December With Only $968,261 in Cash

ATP OIL: Amends December Operating Report over Bonus Repayments
ATP OIL: Reports $10.68 Million Net Loss in January
BEAR ISLAND: Reports $206.15-Mil. Net Loss in December
BLITZ USA: Lists $109,586 Net Profit for November
BLITZ USA: Ends December With $2.46 Million in Cash

CHRIST HOSPITAL: Posts $491,000 Net Loss in October
CHRIST HOSPITAL: Lists $765,000 Net Loss in November
CHRIST HOSPITAL: Reports $365,000 Net Loss in December
DAFFY'S INC: Has $909,545 Cash at December 31
DAYTOP VILLAGE: Ends November With $1.32 Million in Cash

DAYTOP VILLAGE: Posts $650,239 Net Loss at December 31
DEWEY & LEBOEUF: Ends January With $30.07 Million in Cash
EASTMAN KODAK: Reports $272.38 Million Net Loss in December
FIRST PLACE: Posts $3.65 Million Net Income at December 31
JOURNAL REGISTER: Ends December with $2.44 Million Cash

LCI HOLDING: Cash Increased to $40.24 Million at December 31
LIGHTSQUARED INC: Lists $49.09 Million Net Loss in January
MF GLOBAL: Has $2.73 Million Cash at January 31
NEOGENIX ONCOLOGY: Has $973,988 in Disbursements in November
NORTHSTAR AEROSPACE: Ends December With $1.49 Million in Cash

OVERSEAS SHIPHOLDING: Ends November With $487.63 Million in Cash
OVERSEAS SHIPHOLDING: Has $13.41 Million Net Loss in December
PURE BEAUTY: Lists $29.27 Million in Liabilities at November 24
RG STEEL: WP Steel Ends December With $5.23 Million in Cash
SATCON TECHNOLOGY: Lists $3.31 Million Cash at November 30

SPECIALTY PRODUCTS: Increases Cash to $17.96-Mil as of Dec. 31
SOUTHERN AIR: Posts $14.2 Million Net Loss in December
VERTIS HOLDINGS: Reports $7.8 Million Net Loss in December



                            *********

A123 SYSTEMS: Lists $35.13 Million Net Loss in December
-------------------------------------------------------
A123 Systems, Inc., et al., on Feb. 8, 2013, filed its monthly
operating report for the month ended Dec. 31, 2012.

The Company posted a net loss of $35.13 million on total revenue
of $11.11 million for the month ended Dec. 31, 2012.

As of Dec. 31, 2012, the Company had total assets of $520.8
million, total liabilities of $431.75 million, and total
stockholders' equity of $89.05 million.

At the beginning of the month, the Company had $62.03 million in
cash.  A123 Systems had total cash receipts of $20.83 million and
total operating disbursements of $22.1 million.  The Company also
$5.66 million in professional fees.  As a result, at the end of
December, the Company had total cash of $53.83 million.

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

                       http://is.gd/3GmWBH

                       About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designed,
developed, manufactured and sold advanced rechargeable lithium-ion
batteries and battery systems and provided research and
development services to government agencies and commercial
customers.  A123 was the recipient of a $249 million federal grant
from the Obama administration.

Pre-bankruptcy, A123 had an agreement to sell an 80% stake to
Chinese auto-parts maker Wanxiang Group Corp.  U.S. lawmakers
opposed the deal over concerns on the transfer of American
taxpayer dollars and technology to China.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.

Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins
LLP serve as the Debtors' counsel.  Lazard Freres & Co. LLC acts
as the Debtors' financial advisors, while Alvarez & Marsal serves
as restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  Wanxiang America Corporation
and Wanxiang Clean Energy USA Corp. are represented in the case by
lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin
LLP.  JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.

Brown Rudnick LLP and Saul Ewing LLP serve as counsel to the
Official Committee of Unsecured Creditors.

The Debtor at the end of January closed the sale of substantially
all assets to Wanxiang and Navitas Systems LLC.  Substantially all
of A123 Systems, Inc.'s non-government business assets have been
acquired by A123 Systems, LLC, a newly formed, wholly owned
subsidiary of Wanxiang, and the company's government business,
including U.S. military contracts, has been acquired by Navitas
through a separate asset purchase agreement.  The deal had the
support of A123's committee of unsecured creditors and was
approved by a U.S. government panel that oversees foreign
investment.


AFA FOODS: Has $15.98 Million Cash at December 31
-------------------------------------------------
AFA Investment Inc., et al., on Feb. 1, 2013, filed its monthly
operating report for the period from Nov. 26 through Dec. 31,
2012.

The Debtor reported a net loss of $1.99 million for the period
ended Dec. 31, 2012.

As of Dec. 31, 2012, the Debtor had total assets of $21.33
million, total liabilities of $149.19 million and total
stockholders' deficit of $127.86 million.

As of Nov. 26, 2012, AFA Investment had $17.49 million in cash.
The Debtor had total cash receipts of $221,734 and total cash
disbursements of $1.74 million.  As a result, at the end of the
period, AFA Investment had total cash of $15.98 million.

                          About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
The Company had five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA had seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


ALLIED SYSTEMS: Ends December With $7.84 Million in Cash
--------------------------------------------------------
Allied Systems Holdings, Inc., et al., on Jan. 30, 2013, filed its
operating report for the month ended Dec. 31, 2012.

The Debtor posted a net loss of $4.65 million on revenues of
$20.64 million for the month ended Dec. 31, 2012.

As of Dec. 31, 2012, the Debtor had total assets of $235.92
million, total liabilities of $570.28 million and total
stockholders' deficit of $334.36 million.

For the month of December, the Debtor had total disbursements of
$26.12 million.  At the end of the month, Allied Systems had $7.84
million in cash and cash equivalents.

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


AMF BOWLING: Has $27.2 Million in Cash as of December 30
--------------------------------------------------------
AMF Bowling Worldwide, Inc., et al., on Feb. 14, 2013, filed its
monthly operating report for the period from Dec. 3 through Dec.
30, 2012.

The Company reported a net income of $1.06 million on operating
revenue of $35.4 million for the period ended Dec. 30, 2012.

For the current period, AMF Bowling had total assets of $262.07
million, total liabilities of $428.66 million and total
stockholders' deficit of $166.59 million.

As of Dec. 3, 2012, AMF Bowling had $29.64 million in cash.  At
the end of the period, the Company had total cash of $27.2
million.

                   About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed Chapter
11 plan in February 2002 by giving unsecured creditors 7.5% of the
new stock.  The bank lenders, owed $625 million, received a
combination of cash, 92.5% of the stock, and $150 million in new
debt.  At the time, AMF had over 500 bowling centers.

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.

Patrick J. Nash, Jr., Esq., Jeffrey D. Pawlitz, Esq., and Joshua
A. Sussberg, Esq., at Kirkland & Ellis LLP; and Dion W. Hayes,
Esq., John H. Maddock III, Esq., and Sarah B. Boehm, Esq., at
McGuirewoods LLP, serve as the Debtors' counsel.  Moelis & Company
LLC serves as the Debtors' investment banker and financial
advisor.  McKinsey Recovery & Transformation Services U.S., LLC,
serves as the Debtors' restructuring advisor.   Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders are represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as its lead counsel; Christian & Barton,
LLP as its local counsel; and Mesirow Financial Consulting, LLC as
its financial advisors.


AMPAL AMERICAN: Ends December With Only $968,261 in Cash
--------------------------------------------------------
Ampal American Israel Corporation, on Jan. 25, 2013, filed its
monthly operating report for the month ended Dec. 31, 2012.

The Company posted a net income of $5.45 million for the month
ended Dec. 31, 2012.

As of Dec. 31, 2012, Ampal American had total assets of $346.06
million, total liabilities of $274.67 million and total
stockholders' equity of $71.38 million.

At the beginning of the month, Ampal American had $965,018 in
cash.  The Company had total disbursements of $44,983.  At the end
of December, the Company had total cash of $968,261.

                        About Ampal-American

Ampal-American Israel Corporation -- http://www.ampal.com/--
acquired interests primarily in businesses located in Israel or
that are Israel-related.  Ampal-American filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to
restructure the Company's Series A, Series B and Series C
debentures.  Bankruptcy Judge Stuart M. Bernstein presides over
the case.  Ampal-American sought bankruptcy protection in the U.S.
because bankruptcy laws in Israel would lead to the Company's
liquidation.

Michelle McMahon, Esq., at Bryan Cave LLP, serves as the Debtor's
counsel.  Houlihan Lokey serves as investment banker.

The petition was signed by Irit Eluz, chief financial officer,
senior vice president.  The Company scheduled $290,664,095 in
total assets and $349,413,858 in total liabilities.

A three-member official committee of unsecured creditors is
represented by Brown Rudnick as counsel.


ATP OIL: Amends December Operating Report over Bonus Repayments
---------------------------------------------------------------
ATP Oil & Gas Exploration, on Feb. 20, 2013, filed an amended and
restated operating report for the month ended Dec. 31, 2012.

The amendments to the December monthly operating report relate to
certain bonus payments to ATP Oil insiders that are in the process
of being repaid to the estate, which repayment will be complete by
April 2013.  The effect of this change is recorded as a
receivable-related party with a corresponding credit to December
2012 compensation expense.

As per the amended monthly operating report, the Company reported
a net loss of $19.93 million on $32.22 million in revenues for
December.

The Company posted $2.97 billion in total assets, $3.07 billion in
total liabilities, and $104.05 million in total stockholders'
deficit as of Dec. 31.


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

       http://bankrupt.com/misc/ATP_AmendedDec2012MOR.pdf

                          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.  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.

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.

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.


ATP OIL: Reports $10.68 Million Net Loss in January
---------------------------------------------------
ATP Oil & Gas Corporation, on Feb. 20, 2013, filed its monthly
operating report for the month ended Jan. 31, 2013.

The Company reported a net loss of $10.68 million on revenues of
$30.17 million for the month ended Jan. 31, 2013.

As of Jan. 31, 2013, the Company had total assets of $2.98
billion, total liabilities of $3.10 billion, and total
stockholders' deficit of $117.77 million.

At the beginning of January, ATP Oil had $31.07 million in cash.
The Company had total cash receipts of $84.78 million and total
cash disbursements of $79.09 million.  As a result, at the end of
the month, ATP Oil had total cash of $27.46 million.

                          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.  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.

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.

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.


BEAR ISLAND: Reports $206.15-Mil. Net Loss in December
------------------------------------------------------
Bear Island Paper Company, LLC, on Jan. 31, 2013, filed its
monthly operating report for the month ended Dec. 31, 2012.

The Debtor reported a net loss of $206.15 million for the month
ended Dec. 31, 2012.

As of Dec. 31, 2012, the Debtor had total assets of $29.18
million, total liabilities of $137.95 million and total
stockholders' deficit of $108.77 million.

At the beginning of December, the Debtor had $9.31 million in
cash.  Bear Island had total cash disbursements of $119,571.  As a
result, at the end of the month, the Debtor had total cash of
$9.19 million.

                         About Bear Island

Canada-based White Birch Paper Company is the second largest
newsprint producer in North America.  As of Dec. 31, 2009, the
White Birch Group held a 12% share of the North American newsprint
market and employed roughly 1,300 individuals (the majority of
which reside in Canada).  Bear Island Paper Company, L.L.C., is a
U.S.-based unit of White Birch.

Bear Island filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31202) on
Feb. 24, 2010.  At June 30, 2011, the Company had $141.9 million
in total assets, $153.2 million in total liabilities, and a
stockholders' deficit of $11.3 million.

White Birch filed for bankruptcy protection under Canada's
Companies' Creditors Arrangement Act, before the Superior Court
for the Province of Quebec, Commercial Division, Judicial District
of Montreal, Canada.  White Birch and five other affiliates --
F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners,
Limited Partnership; Papier Masson Ltee; Stadacona Limited
Partnership; and Stadacona General Partner, Inc. -- also sought
bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. E.D. Va. Case No. 10-31234).  Jonathan L. Hauser, Esq., at
Troutman Sanders LLP, in Virginia Beach, Virginia Beach, serves as
counsel to White Birch in the Chapter 11 case.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Michael
A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, serve as
counsel to Bear Island.  Jonathan L. Hauser, Esq., at Troutman
Sanders LLP, in Virginia Beach, Virginia, serve as co-counsel to
Bear Island.

AlixPartners LLP serves as financial and restructuring advisors to
Bear Island, and Lazard Freres & Co., serves as investment banker.
Garden City Group is the claims and notice agent.  Jason William
Harbour, Esq., at Hunton & Williams LLP, in Richmond, Virginia,
represents the Official Committee of Unsecured Creditors.

Chief Judge Douglas O. Tice, Jr., handles the Chapter 11 and
Chapter 15 cases.

Bear Island was authorized by the bankruptcy judge in November
2010 to sell the business to a group consisting of Black Diamond
Capital Management LLC, Credit Suisse Group AG and Caspian Capital
Advisors LLC.

Bear Island's Chapter 11 plan was scheduled for approval at a
Feb. 14, 2012 confirmation hearing.  Under the plan proposed
by the subsidiary of Canada's White Birch Paper Co., first- and
second-lien creditors with $424.9 million and $105.1 million in
claims, respectively, are expected to recover between 0.5 percent
and 4 percent.  Unsecured creditors with $1.4 million in claims
are to receive the same dividend.


BLITZ USA: Lists $109,586 Net Profit for November
-------------------------------------------------
Blitz U.S.A., Inc., et al., on Dec. 18, 2012, filed its monthly
operating report for the month ended Nov. 30, 2012.

The Company posted a net profit of $109,586 on net revenue of
$250,134 for the month ended Nov. 30, 2012.

As of Nov. 30, 2012, the Company had total assets of $5.04
million, total liabilities of $41.27 million and total
stockholders' deficit of $36.23 million.

For the month of November, the Company had total cash receipts of
$315,808 and total cash disbursements of $134,927.  At the end of
the month, Blitz USA had total cash of $3.15 million.

                        About Blitz U.S.A.

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

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

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

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

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

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

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

Blitz announced in June it would abandon its efforts to reorganize
and instead to shut down operations by the end of July.  In
September, the Troubled Company Reporter, citing Sheila Stogsdill
at Tulsa World, reported that the Bankruptcy Court approved a
$9.5 million offer from Toronto, Canada-based Scepter Corporation
to purchase Blitz USA, according to Philip Monckton, Scepter's
vice president of sales and marketing.  Scepter bought land,
equipment and other assets.  Scepter supplies about 20% of the USA
market with gas cans.  The report said the sale was to become
final on Sept. 28, 2012.


BLITZ USA: Ends December With $2.46 Million in Cash
---------------------------------------------------
Blitz U.S.A., Inc., et al., on Jan. 18, 2013, filed its monthly
operating report for the month ended Dec. 31, 2012.

The Debtor reported a net loss of $2.38 million on net revenue of
$53,742 for the month ended Dec. 31, 2012.

As of Dec. 31, 2012, Blitz USA had total assets of $2.66 million,
total liabilities of $41.27 million and total stockholders'
deficit of $38.61 million.

For the month of December, Blitz USA had total cash receipts of
$74,272 and total cash disbursements of $764,954.  At the end of
the month, the Debtor had total cash of $2.46 million.

                        About Blitz U.S.A.

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

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

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

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

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

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

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

Blitz announced in June it would abandon its efforts to reorganize
and instead to shut down operations by the end of July.  In
September, the Troubled Company Reporter, citing Sheila Stogsdill
at Tulsa World, reported that the Bankruptcy Court approved a $9.5
million offer from Toronto, Canada-based Scepter Corporation to
purchase Blitz USA, according to Philip Monckton, Scepter's vice
president of sales and marketing.  Scepter bought land, equipment
and other assets.  Scepter supplies about 20% of the USA market
with gas cans.  The report said the sale was to become final on
Sept. 28, 2012.


CHRIST HOSPITAL: Posts $491,000 Net Loss in October
---------------------------------------------------
Christ Hospital, on Jan. 3, 2013, filed its monthly operating
report for the month ended Oct. 31, 2012.

The Debtor reported a net loss of $491,000 for the month ended
Oct. 31, 2012.

As of Oct. 31, 2012, the Debtor had total assets of $10.34
million, total liabilities of $100.75 million and total
stockholders' deficit of $90.41 million.

At the beginning of the month, the Debtor had a beginning estate
cash balance of $10.21 million.  Christ Hospital had $549,382 cash
disbursements.  At the end of October, the Debtor had an ending
estate cash balance of $10.35 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.

Attorneys at Sills, Cummis & Gross, P.C., represent the Official
Committee of Unsecured Creditors.


CHRIST HOSPITAL: Lists $765,000 Net Loss in November
----------------------------------------------------
Christ Hospital, on Dec. 21, 2012, filed its monthly operating
report for the month ended Nov. 30, 2012.

The Company posted a net loss of $765,000 for the month ended Nov.
30, 2012.

As of Nov. 30, 2012, Christ Hospital had total assets of $9.81
million, total liabilities of $100.75 million and total
stockholders' equity of $90.95 million.

At the beginning of November, Christ Hospital had a beginning
estate cash balance of $10.35 million.  The Debtor had total cash
disbursements of $950,519.  At the end of the month, Christ
Hospital had an ending estate cash balance of $9.81 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.

Attorneys at Sills, Cummis & Gross, P.C., represent the Official
Committee of Unsecured Creditors.


CHRIST HOSPITAL: Reports $365,000 Net Loss in December
------------------------------------------------------
Christ Hospital, on Jan. 22, 2013, filed its monthly operating
report for the month ended Dec. 31, 2012.

The Company reported a net loss of $365,000 for the month ended
Dec. 31, 2012.

As of Dec. 31, 2012, the Company had total assets of $9.75
million, total liabilities of $100.71 million and total
stockholders' deficit of $90.96 million.

As of Dec. 1, 2012, Christ Hospital had a beginning estate cash
balance of $9.81 million.  For the month of December, the Company
had total cash disbursements of $368,294.  As of Dec. 31, 2012,
the Company had an ending estate cash balance of $9.75 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.

Attorneys at Sills, Cummis & Gross, P.C., represent the Official
Committee of Unsecured Creditors.


DAFFY'S INC: Has $909,545 Cash at December 31
---------------------------------------------
Daffy's, Inc., on Jan. 17, 2013, filed its monthly operating
report for the period from Dec. 3 to Dec. 30, 2012.

The Debtor posted a net profit of $10.21 million for the period
ended Dec. 30, 2012.

As of Dec. 30, 2012, the Debtor had total assets of $18.98
million, total liabilities of $35.74 million and total
stockholders' deficit of $16.76 million.

At the beginning of the period, Daffy's had $194,255 in cash.  The
Debtor had total cash receipts of $6.91 million and total cash
disbursements of $6.2 million.  As a result, as of Dec. 30, 2012,
Daffy's had total cash of $909,545.

                        About Daffy's Inc.

Secaucus, New Jersey-based Daffy's Inc., a 19-store chain, off-
price retailer of designer fashions for women, men, children, and
the home, located in the New York metropolitan area and
Philadelphia, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-13312) on Aug. 1, 2012, with a plan to shutter the
business and pay off creditors in full.  A copy of the Plan is
available at http://bankrupt.com/misc/Daffys_Chapter_11_Plan.pdf

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

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

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

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

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

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

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

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

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

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


DAYTOP VILLAGE: Ends November With $1.32 Million in Cash
--------------------------------------------------------
Daytop Village, Inc., on Jan. 11, 2013, filed its monthly
operating report for the month ended Nov. 30, 2012.

The Company posted a net loss of $992,411 on net revenue of $2.18
million for the month ended Nov. 30, 2012.

As of Nov. 30, 2012, Daytop Village had total assets of $6.14
million, total liabilities of $57.88 million and total
stockholders' deficit of $51.74 million.

At the beginning of the month, Daytop Village had $1.4 million in
cash.  The Company had total cash receipts of $4.65 million and
total cash disbursements of $4.73 million.  As a result, at the
end of the November, Daytop Village had total cash of $1.32
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.


DAYTOP VILLAGE: Posts $650,239 Net Loss at December 31
------------------------------------------------------
Daytop Village, Inc., on Jan. 31, 2013, filed its monthly
operating report for the month ended Dec. 31, 2012.

The Debtor reported a net loss of $650,239 on net revenue of $2.45
million for the month ended Dec. 31, 2012.

As of Dec. 31, 2012, the Debtor had total assets of $5.43
million, total liabilities of $57.79 million and total
stockholders' deficit of $52.36 million.

At the beginning of December, Daytop Village had $1.32 million in
cash.  The Debtor had total cash receipts of $3.99 million and
total cash disbursements of $4.03 million.  As a result, at the
end of the month, Daytop Village had total cash of $1.28 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 & LEBOEUF: Ends January With $30.07 Million in Cash
---------------------------------------------------------
Dewey & Leboeuf LLP, on Feb. 15, 2013, filed its monthly operating
report for the month ended Jan. 31, 2012.

As of Jan. 31, 2012, the Debtor had total assets of $110.39
million, total liabilities of $210.79 million and total
stockholders' deficit of $100.39 million.

At the beginning of the month, the Debtor had $31.97 million in
cash.  Dewey & Leboeuf had total cash receipts of $2.59 million
and total cash disbursements of $4.49 million.  As a result, at
the end of January, the Debtor had total cash of $30.07 million.

                       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 filed a Chapter 11 Plan of Liquidation and an accompanying
Disclosure Statement on Nov. 21, 2012.  It filed amended plan
documents on Dec. 31, in an attempt to address objections lodged
by various parties.  A second iteration was filed Jan. 7, 2013.

The plan is based on a proposed settlement between secured lenders
and Dewey's official unsecured creditors' committee.  It also
incorporates a settlement approved by the bankruptcy court in
October where 440 former partners will receive releases in return
for $71.5 million in contributions.


EASTMAN KODAK: Reports $272.38 Million Net Loss in December
-----------------------------------------------------------
Eastman Kodak Company, on Jan. 31, 2013, filed its monthly
operating report for the month ended Dec. 31, 2012.

The Debtor reported a net loss of $272.38 million on revenues of
$152.07 million for the month ended Dec. 31, 2012.

As of Dec. 31, 2012, the Debtor had total assets of $3.61
billion, total liabilities of $5.25 billion and total
stockholders' deficit of $1.63 billion.

For the month of December, the Debtor had total cash receipts of
$229.94 million and total cash disbursements of $161.93 million.
At the end of the month, Eastman Kodak had total cash of $337.22
million.

                        About Eastman Kodak

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

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

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

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

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

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

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

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

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.  It expects to file
a Chapter 11 plan by the end of May.


FIRST PLACE: Posts $3.65 Million Net Income at December 31
----------------------------------------------------------
First Place Financial Corporation, on Jan. 22, 2013, filed its
monthly operating report for the month of December.

The Company reported a net income of $3.65 million for the month
ended Dec. 31, 2012.

As of Dec. 31, 2012, the Company had total assets of $171.29
million, total liabilities of $65.92 million and total
stockholders' equity of $105.37 million.

At the beginning of the month, First Place Financial had $7.6
million in cash.  The Company had total cash receipts of $137,896
and total cash disbursements of $7.74 million for the month of
December.  As a result, the Company ended the year with $nil in
cash.

                       About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place bank
subsidiary isn't in bankruptcy.

First Place filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-12961) in Delaware on Oct. 28, 2012, to sell its bank unit to
Talmer Bancorp, Inc., absent higher and better offers.

The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel, and FTI Consulting, Inc., as financial advisor.
Donlin, Recano & Company, Inc. -- http://www.donlinrecano.com/--
is the claims and notice agent.

The Official Committee of Trust Preferred Securities tapped to
retain Kirkland & Ellis as counsel; Klehr Harrison Harvey
Branzburg as co-counsel; Holdco Advisors as financial advisor; and
Rothschild as investment banker and financial advisor.


JOURNAL REGISTER: Ends December with $2.44 Million Cash
-------------------------------------------------------
Journal Register Company, et al., on Feb. 6, 2013, filed its
monthly operating report for the period from Nov. 26 through
Dec. 30, 2012.

The Company posted a net income of $629,000 on total revenues of
$26.52 million for the period ended Dec. 30, 2012.

As of Dec. 30, 2012, the Company had total assets of $235.63
million, total liabilities of $268 million and total
stockholders' deficit of $32.37 million.

As of Nov. 26, 2012, Journal Register had $2.15 million in cash.
The Company had total cash disbursements of $24.32 million.
At the end of the period, Journal Register had total cash of $2.44
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 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.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.


LCI HOLDING: Cash Increased to $40.24 Million at December 31
------------------------------------------------------------
LCI Holding Company, Inc., et al., on Jan. 30, 2013, filed its
monthly operating report for the month ended Dec. 31, 2012.

The Debtor posted a net income of $3.75 million on total revenues
of $38.1 million for the month ended Dec. 31, 2012.

As of Dec. 31, 2012, the Debtor had total assets of $458.6
million, total liabilities of $44.66 million and total
stockholders' equity of $413.94 million.

At the beginning of December, LCI Holding had $25.11 million in
cash.  The Debtor had total cash receipts of $28.8 million and
total cash disbursements of $13.67 million.  As a result, at the
end of the month, LCI Holding had total cash of $40.24 million.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a $570 million
acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LIGHTSQUARED INC: Lists $49.09 Million Net Loss in January
----------------------------------------------------------
LightSquared Inc., et al., on Feb. 15, 2013, filed a monthly
operating report for the month ended Jan. 31, 2013.

The Company reported a net loss of $49.09 million on net revenue
of $2.705 million for the month ended Jan. 31, 2013.

As of Jan. 31, 2013, the Company had total assets of $3.91
billion, total liabilities of $2.58 billion and total
stockholders' equity of $1.32 billion.

At the beginning of the month, LightSquared had $172.03 million in
cash.  The Company had total cash receipts of $5.63 million and
total cash disbursements of $20.96 million.  As a result, at the
end of January, the Company had total cash of $156.7 million.

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

                       http://is.gd/q3D8x1

                      About LightSquared Inc.

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

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

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

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


MF GLOBAL: Has $2.73 Million Cash at January 31
-----------------------------------------------
MF Global Holdings Ltd., et al., on Feb. 15, 2013, filed a monthly
operating report for the month ended Jan. 31, 2013.

The Company posted a net loss of $1.42 million for the month ended
Jan. 31, 2013.

As of Jan. 31, 2013, the Company had total assets of $ 3.52
billion and total liabilities of $3.77 billion.

For the month of January, the Company had total cash disbursements
of $112,414.  At the end of the month, MF Global had total cash of
$2.73 million.

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

                       http://is.gd/fYI00w

                         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
on Nov. 3 last year, according to Bloomberg News.


NEOGENIX ONCOLOGY: Has $973,988 in Disbursements in November
------------------------------------------------------------
Neogenix Oncology, Inc., on Dec. 20, 2012, filed its operating
report for the month ended Nov. 30, 2012.

The Company had total cash disbursements of $973,988 at the end of
November.

                      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.


NORTHSTAR AEROSPACE: Ends December With $1.49 Million in Cash
-------------------------------------------------------------
Northstar Aerospace (USA) Inc., now known as NSA (USA) Liquidating
Corp., et al., on Jan. 20, 2013, filed its monthly operating
report for the month of December.

The Company posted a net loss of $179,000 for the month ended
Dec. 31, 2012.

As of Dec. 31, 2012, the Company had total assets of $103.52
million, total liabilities of $87.32 million and total
stockholders' equity of $16.2 million.

At the beginning of the month, the Company had $1.67 million in
cash.  Northstar Aerospace had total operating receipts of $3,000
and total disbursements of $29,000, and also paid restructuring
costs of $153,000.  As a result, the Company had total cash of
$1.49 million at the end of December.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

The names of the Debtors were changed as contemplated by the
approved sale transaction.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.  About 60%
of the assets and business are with the U.S. debtors.


OVERSEAS SHIPHOLDING: Ends November With $487.63 Million in Cash
----------------------------------------------------------------
Overseas Shipholding Group, Inc., et al., on Feb. 15, 2013, filed
its monthly operating report for the period from Nov. 14 through
Nov. 30, 2012.

The Company posted a net loss of $7.1 million on shipping revenues
of $47.15 million for the period ended Nov. 30, 2012.

As of Nov. 30, 2012, the Company had total assets of $4.36
billion, total liabilities of $2.98 billion, and total
stockholders' equity of $1.38 billion.

As of Nov. 14, 2012, the Company had $477.97 million in cash.
Overseas Shipholding had total disbursements of $85,404.  At the
end of the period, the Company had total cash of $487.63 million.

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

                      http://is.gd/2fPxDz

                   About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Has $13.41 Million Net Loss in December
-------------------------------------------------------------
Overseas Shipholding Group, Inc., et al., on Feb. 15, 2013, filed
its monthly operating report for the month ended Dec. 31, 2012.

The Debtor reported a net loss of $13.41 million on shipping
revenues of $90 million for the month ended Dec. 31, 2012.  The
loss includes $8.7 million in reorganization costs.

As of Dec. 31, 2012, Overseas Shipholding had total assets of
$4.37 billion, total liabilities of $3 billion, and total
stockholders' equity of $1.37 billion.

At the beginning of the month, Overseas Shipholding had $487.63
million in cash.  The Debtor had total disbursements of $138,568.
At the end of December, Overseas Shipholding had total cash of
$507.34 million.

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

                            http://is.gd/rY01kX

                        About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PURE BEAUTY: Lists $29.27 Million in Liabilities at November 24
---------------------------------------------------------------
Pure Beauty Salons & Boutiques, Inc., et al., on Jan. 9, 2013,
filed its monthly operating report for the period from Oct. 28
through Nov. 24, 2012.

As of Oct. 28, 2012, the Company had nil total assets, total
liabilities of $29.27 million, and total stockholders' deficit of
$29.27 million.

                         About Pure Beauty

Pure Beauty Salons & Boutiques, Inc., and its affiliated company
BeautyFirst Franchise Corp., operate a chain of hair care and
beauty supply stores under the trade names Trade Secret, Beauty
Express, BeautyFirst, PureBeauty, and Winston's Barber Shop.  Pure
Beauty Salons & Boutiques, Inc. operates and/or owns 436 stores
and BeautyFirst Franchise Corp. has agreements with 13 franchisees
that operate 22 BeautyFirst and 7 Trade Secret Stores.

Pure Beauty Salons & Boutiques, Inc., is back in Chapter 11 after
having been sold out of Chapter 11 last year.  The prior case was
dismissed after the sale was completed.  The previous case was In
re Trade Secret Inc., 10-12153, in the same court.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Joseph M. Barry, Esq., Kenneth J. Enos, Esq., and Ryan M. Bartley,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' counsel.  The Debtors' investment banker is SSG Capital
Advisors' J. Scott Victor -- jsvictor@ssgca.com  The Debtors'
notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.

In its schedules, Pure Beauty Salons disclosed $36,444,963 in
assets and $55,215,590 in liabilities as of the Petition Date.
In its schedules, BeautyFirst Franchise disclosed $1,716,985 in
assets and $36,761,086 in liabilities as of the Petition Date.

The Debtors owe $15 million to vendors and landlords.  The
petition was signed by Brian Luborsky, chief executive officer.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Pure Beauty Salons.  Attorneys at Pachulski
Stang Ziehl & Jones LLP represent the Committee.  LM+Co serves as
their financial advisor.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


RG STEEL: WP Steel Ends December With $5.23 Million in Cash
-----------------------------------------------------------
WP Steel Ventures, LLC, et al., on Feb. 4, 2013, filed its monthly
operating report for the month ended Dec. 31, 2012.

The Company posted a net loss of $7.73 million on total sales of
$1.89 million for the month ended Dec. 31, 2012.

As of Dec. 31, 2012, the Company had total assets of $312.72
million, total liabilities of $1.23 billion and total
stockholders' deficit of $914.04 million.

For the month of December, the Company had total cash receipts of
$8.8 million and total disbursements of $4.88 million.  At the end
of the month, WP Steel Ventures had $5.23 million in unrestricted
cash and equivalents.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

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


SATCON TECHNOLOGY: Lists $3.31 Million Cash at November 30
----------------------------------------------------------
SatCon Technology Corporation, on Jan. 14, 2013, filed its
monthly operating report for the month ended Nov. 30, 2012.

The Debtor reported a net loss of $2.03 million on net revenue of
$1.22 million for the month ended Nov. 30, 2012.

As of Nov. 30, 2012, the Debtor had total assets of $135.72
million, total liabilities of $111.36 million and total
stockholders' deficit of $24.36 million.

At the beginning of November, SatCon Technology had $2.02 million
in cash.  The Debtor had total cash receipts of $6.18 million and
total cash disbursements of $4.89 million.  As a result, at the
end of the month, SatCon Technology had total cash of $3.31
million.

                     About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors tapped to retain
Holland & Knight LLP as its counsel, Sullivan Hazeltine Allinson
LLC as its co-counsel.


SPECIALTY PRODUCTS: Increases Cash to $17.96-Mil as of Dec. 31
--------------------------------------------------------------
Specialty Products Holding Corp., on Jan. 29, 2013, filed its
monthly operating report for the month ended Dec. 31, 2012.

The Debtor reported a net loss of $2.36 million for the month
ended Dec. 31, 2012.

As of Dec. 31, 2012, the Debtor had total assets of $447.56
million, total liabilities of $235.67 million and total
stockholders' equity of $211.89 million.

At the beginning of the month, Specialty Products had $9.62
million in cash.  The Debtor had total cash receipts of $33.11
million and total cash disbursements of $24.78 million.  As a
result, Specialty Products had total cash of $17.96 million at the
end of December.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as co-
counsel.  Logan and Company is the Company's claims and notice
agent.  The Company estimated its assets and debts at $100 million
to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.


SOUTHERN AIR: Posts $14.2 Million Net Loss in December
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Southern Air Holdings Inc., whose modified
reorganization plan is up for approval at a March 14
confirmation hearing, reported a $14.2 million net loss in
December.  The operating loss in December was $19.3 million,
according to the operating report filed in bankruptcy court in
Delaware.  The loss was largely due to $19.4 million in
depreciation and equipment impairment charges.  Revenue in
December was $25.7 million.

                        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.

On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3,
appointed the statutory committee of unsecured creditors.
Lowenstein Sandler PC and Pachulski, Stang, Ziehl & Jones LLP
serves as its co-counsels, and Mesirow Financial Consulting LLC
serves as its financial advisor.

Soutehrn Air will seek confirmation at a hearing on March 14 of a
plan that provides $2.5 million for the unsecured creditors'
trust, projecting a recovery from 2.4% to 2.6 percent for
unsecured creditors.  The plan was revised to mollify creditors'
committee objection to the original version, which projected a
recovery between 2.6% and 3.1%.


VERTIS HOLDINGS: Reports $7.8 Million Net Loss in December
----------------------------------------------------------
Vertis Holdings, Inc., et al., on Jan. 29, 2013, filed its monthly
operating report for the month ended Dec. 31, 2012.

The Company posted a net loss of $7.8 million on net sales of
$82.15 million for the month ended Dec. 31, 2012.

As of Dec. 31, 2012, Vertis Holdings had total assets of
$839.2 million, total liabilities of $855.75 million, and total
stockholders' deficit of $16.55 million.

At the beginning of the month, Vertis Holdings had $1.67 million
in cash.  The Company had total cash receipts of $250.61 million
and total cash disbursements of $249.95 million.  As a result, at
the end of December, Vertis Holdings had total cash of $2.33
million.

                           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.

Quad/Graphics on Jan. 16, 2013, disclosed it completed the
acquisition of substantially all of the assets of Vertis Holdings
for a net purchase price of $170 million.  This assumes the
purchase price of $267 million less the payment of $97 million for
current assets in excess of normalized working capital
requirements.  Quad/Graphics used cash on hand and drew on its
revolving credit facility to finance the acquisition.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
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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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