TCR_Public/130720.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, July 20, 2013, Vol. 17, No. 199

                            Headlines

ALLIED SYSTEMS: Posts $4 Million Net Loss in May
AMERICAN AIRLINES: Posts $65 Million Profit in May 2013
ARCHDIOCESE MILWAUKEE: Has $1.19-Mil. Loss in May 2013
ATARI INC: Ends June with $2.63 Million Cash
B456 SYSTEMS: Net Loss Increases to $14.77 Million in May

CODA HOLDINGS: Posts $1.14 Million Net Loss in May
FIBERTOWER NETWORK: Has $15.48 Million Cash Balance at May 31
HANDY HARDWARE: Has $3.32 Million Cash Balance in May
KIT DIGITAL: Ends May with $56,412 Cash
KIT DIGITAL: Reports $1.9 Million Net Loss in June

LCI HOLDING: Records $3.34 Million Net Income for May
LEHMAN BROTHERS: Had $17.8 Billion Cash at May 31
MERCANTILE BANCORP: Ends June with $821,639 Cash
MORGAN INDUSTRIES: Reports $12.08MM Stockholders Deficit for April
NAMCO LLC: Lists $1.34 Million Net Loss at May 26

OVERSEAS SHIPHOLDING: Has $564.81 Million Cash Balance at April 30
OVERSEAS SHIPHOLDING: Incurs $1.8 Million Net Loss in May
RESIDENTIAL CAPITAL: Incurs $67.8 Million Operating Loss in May
ROTECH HEALTHCARE: Net Loss Drops to $7.92 Million in May
SAND SPRING: Reports $21.32 Million Net Income at May 31

SPECIALTY PRODUCTS: Lists $728,942 Net Loss for May
SYNAGRO TECHNOLOGIES: Posts $5.06 Million Net Loss at May 31
VERTIS HOLDINGS: Reports $429.72MM Stockholders Deficit for May


                            *********

ALLIED SYSTEMS: Posts $4 Million Net Loss in May
------------------------------------------------
Allied Systems Holdings, Inc., et al., on July 1, 2013, filed its
monthly operating report for the month ended May 31, 2013.

The Debtor reported a net loss of $4 million on revenues of
$26.18 million for May.  Operating loss was at $444,167.

As of May 31, 2013, the Debtor had total assets of
$227.32 million, total liabilities of $479.49 million, and total
stockholders' deficit of $347.73 million.

For May, the Debtor had total deposits of $29.4 million and
total disbursements of $29.65 million.

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

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

                        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.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March, the bankruptcy court also gave the official creditors'
committee authority to sue Yucaipa. The suit includes claims that
the debt held by Yucaipa should be treated as equity or
subordinated so everyone else is paid before the Los Angeles-based
owner. The judge is allowing Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


AMERICAN AIRLINES: Posts $65 Million Profit in May 2013
-------------------------------------------------------

                     AMR Corporation, et al.
               Condensed Consolidated Balance Sheet
                      As of May 31, 2013

ASSETS
Current Assets
Cash                                              $628,000,000
Short-term investments                           3,927,000,000
Restricted cash and short-term investments         863,000,000
Receivables, net                                 1,212,000,000
Inventories, net                                   604,000,000
Fuel derivative contracts                           14,000,000
Other current assets                               615,000,000
                                             ------------------
                                                  7,863,000,000
Equipment and property
Flight equipment, net                           10,409,000,000
Other equipment and property, net                2,095,000,000
Purchase deposits for flight equipment             698,000,000
                                             ------------------
                                                 13,202,000,000

Equipment and property under capital leases
Flight equipment, net                              204,000,000
Other equipment and property, net                   57,000,000
                                             ------------------
                                                    261,000,000

International slots and route authorities           710,000,000
Domestic slots and airport operating and gate
lease rights, less accumulated amortization,
net                                                151,000,000
Other assets                                      2,177,000,000
                                             ------------------
TOTAL ASSETS                                    $24,364,000,000
                                             ==================

Liabilities and stockholders' equity (deficit)
Current liabilities
Accounts payable                                $1,413,000,000
Accrued liabilities                              2,162,000,000
Air traffic liability                            5,689,000,000
Current maturities of long-term debt             1,284,000,000
Current obligations under capital leases            30,000,000
                                             ------------------
Total current liabilities                       10,578,000,000

Long-term debt, less current maturities          6,655,000,000
Obligations under capital leases, less
  current obligations                               363,000,000
Pension and postretirement benefits              6,708,000,000
Other liabilities, deferred gains and
  deferred credits                                1,701,000,000

Liabilities subject to compromise                 6,851,000,000

Stockholders' Equity (deficit)
Preferred stock                                              -
Common stock                                       341,000,000
Additional paid-in capital                       4,484,000,000
Treasury stock                                    (367,000,000)
Accumulated other comprehensive income (loss)   (3,107,000,000)
Accumulated deficit                             (9,843,000,000)
                                             ------------------
                                                 (8,492,000,000)
                                             ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $24,364,000,000
                                             ==================


                     AMR Corporation, et al.
               Consolidated Statement of Operations
                  Month Ended May 31, 2013

Revenues
Passenger -- American Airlines                  $1,589,000,000
           -- Regional Affiliates                   256,000,000
Cargo                                               57,000,000
Other revenues                                     216,000,000
                                             ------------------
  Total operating revenues                        2,118,000,000

Expenses
Aircraft fuel                                      707,000,000
Wages, salaries and benefits                       487,000,000
Other rentals and landing fees                     116,000,000
Maintenance, materials and repairs                 126,000,000
Depreciation and amortization                       83,000,000
Commissions, booking fees and credit card expense   85,000,000
Aircraft rentals                                    59,000,000
Food service                                        51,000,000
Special charges and merger related                   4,000,000
Other operating expenses                           276,000,000
                                             ------------------
Total operating expenses                         1,994,000,000
                                             ------------------
Operating income (loss)                             124,000,000

Other income (expense)
Interest income                                      2,000,000
Interest expense                                   (56,000,000)
Interest capitalized                                 4,000,000
Miscellaneous -- net                                17,000,000
                                             ------------------
                                                    (33,000,000)
                                             ------------------
Income (loss) before reorganization items            91,000,000

Reorganization items, net                           (26,000,000)
                                             ------------------
Income (loss) before income taxes                    65,000,000
Income tax (benefit)                                          -
                                             ------------------
Net income (loss)                                   $65,000,000
                                             ==================

                      AMR Corporation, et al.
          Condensed Consolidated Statement of Cash Flows
                   Month Ended May 31, 2013

Net cash provided by (used for) operating
activities                                        $369,000,000

Cash flow from investing activities:
Capital expenditures, including aircraft
  lease deposits                                   (311,000,000)
Disposal of equipment and property                           3
Net (increase) decrease in short-term investments (174,000,000)
                                             ------------------
Net cash used for investing activities            (482,000,000)

Cash flow from financing activities:
Payments on long-term debt and capital
  lease obligations                                 (42,000,000)
Proceeds from:
Issuance of debt                                             -
Sale leaseback transactions                        122,000,000
Other                                                4,000,000
                                             ------------------
  Net cash provided by financing activities          84,000,000
                                             ------------------
Net increase (decrease) in cash                     (29,000,000)
Cash at beginning of period                         657,000,000
                                             ------------------
Cash at end of period                              $628,000,000
                                             ==================

Disbursements to Chapter 11 professionals during the operating
period totaled $6.681 million, which included $4.637 million paid
to professionals employed by the Debtors and $2.044 million paid
to professionals retained by the Official Committee of Unsecured
Creditors.

A full-text copy of the May 2013 monthly operating report is
available at http://bankrupt.com/misc/AMR_May2013MOR.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.

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.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

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


ARCHDIOCESE MILWAUKEE: Has $1.19-Mil. Loss in May 2013
--------------------------------------------------
The Archdiocese of Milwaukee reported a net loss of $1,191,640
for the month ended May 31, 2013.

As of May 31, 2013, the archdiocese had total assets of
$41,875,630 and total liabilities of $37,456,095.

Full-text copy of the May 2013 operating report is available for
free at http://bankrupt.com/misc/Church_milmormay2013.pdf

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/news


ATARI INC: Ends June with $2.63 Million Cash
--------------------------------------------
Atari Inc., on July 15, 2013, filed its monthly operating report
for the month ended June 30, 2013.

The Company posted a net loss of $1.29 million on net revenue of
$1.45 million for June.

As of June 30, 2013, the Company had total assets of
$32.71 million, total liabilities of $331.39 million, and total
stockholders' deficit of $298.67 million.

At the beginning of June, the Company had $1.74 million in cash.
Atari had total cash receipts of $5.38 million and total cash
disbursements of $4.49 million.  As a result, at the end of June,
the Company had total cash of $2.63 million.

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

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

                           About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their Chapter 11 cases.  BMC Group is the claims and notice
agent.  Protiviti Inc. is the financial advisor.

Duff & Phelps Securities LLC serves as financial advisor to the
Official Committee of Unsecured Creditors.  Cooley LLP serves as
the Committee's counsel.


B456 SYSTEMS: Net Loss Increases to $14.77 Million in May
---------------------------------------------------------
B456 Systems Inc. filed on July 11, 2013, its monthly operating
report for the month ended May 31, 2013.

The Company incurred a net loss of $14.77 million for the month of
May, as compared to a $5.19 million net loss in April.

As of May 31, 2013, the Company had $195.36 million in total
assets, $7.13 million in total liabilities, $202.86 million in
total liabilities subject to compromise, and $14.64 million in
shareholders' deficit.

At the beginning of the month, the Company had $180.59 million in
cash.  The Company had $1.3 million in total receipts and $496,000
in total disbursements excluding professional fees.  The Company
paid $1.89 million in professional fees.  The Company's ending
cash balance as of May 31 was $179.73 million.

A copy of the monthly operating report is available for free at:

         http://bankrupt.com/misc/A123_SYSTEMS_maymor.pdf

                        About B456 Systems

B456 Systems, Inc., formerly A123 Systems, Inc., designs,
develops, manufactures and sells rechargeable lithium-ion and
energy storage systems.  In the transportation industry market,
the Company works with global automotive manufacturers and tier 1
suppliers to develop batteries and battery systems for hybrid
electric vehicles (HEVs), plug-in hybrid electric vehicles (PHEVs)
and electric vehicles, (EVs).  The Company's transportation
business is divided into two categories: heavy-duty and passenger.
As of Dec. 31, 2011, the Company's product offerings included
batteries in various sizes and forms, as well as packaged modules
and fully-tested battery systems.  The platform for battery and
battery system development is its Nanophosphate material.  In
January 2013, A123 Systems LLC acquired the non-government
business assets of the Company.

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

As reported by Reuters, on May 21, 2013, the Company won court
approval for its bankruptcy plan.  Under the approved Plan,
unsecured creditors of the Company are expected to recover about
65 cents for each dollar.


CODA HOLDINGS: Posts $1.14 Million Net Loss in May
--------------------------------------------------
Coda Holdings, Inc. et al., on July 12, 2013, filed its monthly
operating report for the month ended May 31, 2013.

The Company reported a net loss of $1.14 million for May on zero
revenues.

As of May 31, 2013, the Company had total assets of
$50.17 million, total liabilities of $135.24 million, and total
stockholders' deficit of $123.61 million.

At the beginning of May, the Company had $2,344 in cash.  For the
month, net cash used in operating activities was -($1,085,661)
while net cash provided by financing activities was $1,233,041.
Thus, cash at the end of May was $149,724.  Moreover,
Total disbursements for calculating U.S. Trustee quarterly fees
was $1,688,710.

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

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

                        About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  Coda Automotive Inc.,
disclosed $24,950,641 in assets and $95,859,413 in liabilities as
of the Chapter 11 filing.  The Debtors have incurred prepetition a
significant amount of secured indebtedness: secured notes of with
principal in the amount of $59.1 million; term loans in the
principal amount of $12.6 million; and a bridge loan with $665,000
outstanding.  FCO and other bridge loan lenders have "enhanced
priority" over other secured noteholders that did not participate
in the bridge loans, pursuant to the intercreditor agreement.
Jeffrey M. Schlerf, Esq., John H. Strock, Esq., and L. John Bird,
Esq., at Fox Rothschild LLP are the proposed counsel for the
Debtors.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its chief
restructuring officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.  Brent T. Robinson, Esq., at Robinson, Anthon & Tribe
represents the Debtors in their restructuring efforts.

The Committee tapped Brown Rudnick as its counsel and Deloitte
Financial Advisory Services LLP as its financial advisor.


FIBERTOWER NETWORK: Has $15.48 Million Cash Balance at May 31
-------------------------------------------------------------
Fibertower Network Services, on June 26, 2013, filed its monthly
operating report for the month ended May 31, 2013.

The Company reported a net loss of $16.4 million on zero net
revenue for the period ended May 31, 2013.

As of May 31, 2013, the Company had total assets of $37.77
million, total liabilities of $333.04 million, and total
stockholders' deficit of $295.27 million.

At the beginning of May, the Debtor had $12.31 million in cash.
Fibertower Network had total cash receipts of $7.89 million and
total cash disbursements of $4.72 million.  As a result, at the
end of May, the Debtor had total cash of $15.48 million.

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

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

                   About FiberTower Corporation

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.



HANDY HARDWARE: Has $3.32 Million Cash Balance in May
-----------------------------------------------------
Handy Hardware Wholesale, Inc., on June 26, 2013, filed its
monthly operating report for the month of May.

The Debtor posted a net pretax loss of $1.55 million for May 2013.

As of the end of May, the Debtor had total assets of $68.24
million, total liabilities of $79.8 million, and total
stockholders' deficit of $11.56 million.

At the beginning of May, the Debtor had $3.38 million in cash.
Handy Hardware had total cash receipts of $25.13 million and total
cash disbursements of $25.19 million.  As a result, at the end of
May, the Debtor had total cash of $3.32 million.

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

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

                      About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.

Bankruptcy Judge Mary F. Walrath oversees the case.  William P.
Bowden at Ashby & Geddes, P.A., serve as the Debtor's counsel.
MCA Financial serves as financial advisor.  Donlin Recano serves
as claims and noticing agent.  The Debtor disclosed $79,169,106 in
assets and $77,605,085 plus an unknown in liabilities as of the
Chapter 11 filing.

A seven-member official committee of unsecured creditors has been
appointed in the case.  Gellert Scali Busenkell & Brown, LLC
represents the Committee.

Wells Fargo is providing a $30 million revolving credit to finance
operations in Chapter 11.


KIT DIGITAL: Ends May with $56,412 Cash
---------------------------------------
KIT digital, Inc., on June 18, 2013, filed its monthly operating
report for the period from May 1, 2013 to May 31, 2013.

The Company posted a $1.26 million net loss for the month ended
May 31, 2013.

As of May 31, 2013, the Company had total assets of $241.69
million, total liabilities of $59.2 million and total
stockholders' equity of $182.49 million.

The Debtor had a cash balance of $172.67 at the start of May.  For
the month, total receipts was $649,119 while total disbursements
was $592,880.  KIT digital had total ending cash balance of
$56,412 at the end of the period.

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

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

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent. accounting and acquisitions.


KIT DIGITAL: Reports $1.9 Million Net Loss in June
--------------------------------------------------
KIT digital, Inc., filed with the U.S. Securities and Exchange
Commission its monthly operating report for June 2013.

KIT digital incurred a net loss of $1.94 million on $0 of net
revenue for the month.  As of June 30, 2013, the Company had
$241.40 million in total assets, $60.85 million in total
liabilities and $180.54 million in net owners' equity.

At the beginning of the month, the Company had $56,412 in cash.
The Company reported $560,000 in total receipts and $597,346 in
total disbursements.  As of June 30, 2013, the Company had $19,065
in cash.

A copy of the monthly operating report is available at:

                        http://is.gd/eqGmeY

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent. accounting and acquisitions.


LCI HOLDING: Records $3.34 Million Net Income for May
-----------------------------------------------------
LCI Holding Company, Inc., et al., on June 28, 2013, filed its
monthly operating report for the month ended May 31, 2013.

The Debtor reported a net income of $3.34 million on total
revenues of $40.62 million for May.

As of May 31, 2013, the Debtor had total assets of $490.2 million,
total liabilities of $53.64 million, and total stockholders'
equity of $436.56 million.

At the beginning of May, the Debtor had $50.09 million in cash.
LCI Holding had total cash receipts of $39.83 million and total
cash disbursements of $85.14 million.  As a result, at the end of
May, the Debtor had total cash of $4.79 million.

A full-text copy of the May monthly operating report is available
at http://bankrupt.com/misc/LCI_HOLDING_maymor.pdf

                          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.


LEHMAN BROTHERS: Had $17.8 Billion Cash at May 31
-------------------------------------------------
Lehman Brothers Holdings Inc. disclosed these cash receipts and
disbursements of the company, its affiliated debtors and
controlled entities for the month ended May 31, 2013:

Beginning Total Cash & Investments (05/01/13)  $15,131,000,000
Total Sources of Cash                            2,774,000,000
Total Uses of Cash                                 (58,000,000)
FX Fluctuation                                      (6,000,000)
                                                ---------------
Ending Total Cash & Investments (05/31/13)     $17,771,000,000

LBHI reported $8.899 billion in cash and investments as of May 1,
2013, and $9.758 billion as of May 31, 2013.

The monthly operating report also showed that a total of $15.255
million was paid in May to the U.S trustee and professionals, of
which $4.702 million was paid to Lehman's turnaround manager
Alvarez & Marsal LLC.

A copy of the May 2013 Operating Report is available for free at:

          http://bankrupt.com/misc/LehmanMORMay3113.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.


MERCANTILE BANCORP: Ends June with $821,639 Cash
------------------------------------------------
Mercantile Bancorp, Inc., filed an initial monthly operating
report on July 12, 2013.

The Debtor reported a cash balance of $827,905 at the start of
June.  For the month of June, total cash inflow from tax refunds
was $211,391 while total cash outflow was $217,657.  Mercantile
Bancorp had total ending cash balance of $821,639 at the end of
June.

The Debtor also included projected cash flow from July to December
2013.  It expects to spend approximately $106,000 to $120,000
monthly from July through September for attorney/investor fees,
salaries and benefits and other operating expenses.  It also
expects minimized cash outflows from October to December,
approximately $10,000 to $20,000 monthly for attorney/investor
fees.

The Initial MOR also disclosed retainers the Debtor paid to
professional in late May to June 2013.  They have paid $225,000 to
DLA Piper LLP, $15,000 to Schmiedeskamp, Robertson, Neu & Mitchell
LLP, and $5,000 to Upshot Services LLC.

A full-text copy of the Initial MOR is available at:

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


                     About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include $61.9
million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are proposed attorneys for the Debtor.


MORGAN INDUSTRIES: Reports $12.08MM Stockholders Deficit for April
------------------------------------------------------------------
Morgan Industries Corporation on July 11, 2013, filed its monthly
operating report for the month ended April 30, 2013.

The Company reported zero net loss for the month ended March 31,
2013.  It also posted posted zero receipts and zero disbursements.

As of April 30, 2013, the Company had total assets of
$10.95 million, total liabilities of $23.03 million and total
stockholders' deficit of $12.08 million.

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

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

                      About Morgan Industries

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

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

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

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

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

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

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

The Debtors have filed a plan of liquidation with the Official
Committee of Unsecured Creditors as co-proponent.  The Plan is a
liquidating plan and does not contemplate the continuation of the
Debtors' businesses.  The Debtors have substantially completed
liquidating most, if not all, of their operating assets.


NAMCO LLC: Lists $1.34 Million Net Loss at May 26
-------------------------------------------------
Namco LLC, on June 20, 2013, filed its monthly operating report
for the period from April 29 through May 26, 2013.

The Company posted a net loss of $1.34 million on net revenue of
$12.12 million for the reporting period.

As of May 26, 2013, the Company had total assets of
$45.76 million, total liabilities of $57.34 million, and total
stockholders' deficit of $11.58 million.

At April 29, the Company had $375,590 in cash.  For the reporting
period, Namco had total cash receipts of $21 million and total
cash disbursements of $19.63 million.  As a result, at May 26, the
Company had total cash of $1.75 million.

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

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

                            About Namco

Manchester, Connecticut-based Namco, LLC, is a 37-store retailer
of swimming pools and accessories owned 50-50 by Garmark Partners
II LLC and J.H. Whitney & Co.  It filed a petition for Chapter 11
protection (Bankr. D. Del. Case No. 13-10610) on March 24, 2013,
in Wilmington.  Judge Peter J. Walsh presides over the case.

Anthony M. Saccullo, Esq., at A.M. Saccullo Legal, LLC, and Thomas
H. Kovach, Esq., at Thorp Reed & Armstrong, LLP, serve as the
Debtor's counsel.  Olshan Frome & Wolosky, LLP, is the Debtor'
general bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.  Clear Thinking Group,
LLC, serves as the Debtor's restructuring agent.

The Debtor disclosed $32,372,123 in assets and $53,908,778 in
liabilities as of the Chapter 11 filing.  The Petition was signed
by Lee Diercks, chief restructuring officer.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the Official Committee of Unsecured Creditors.

The reorganization of the Debtor is being financed with a
$16 million loan provided by Salus Capital Partners LLC, owed
$9.3 million on a prepetition revolving credit.


OVERSEAS SHIPHOLDING: Has $564.81 Million Cash Balance at April 30
------------------------------------------------------------------
Overseas Shipholding Group, Inc., et al. on July 1, 2013, filed
its monthly operating report for the period from April 1, 2013
through April 30, 2013

The Debtor posted a net loss before income taxes of $8.99 million
for the month ended April 30, 2013.

As of April 30, 2013, the Debtor had total assets of $4.33
billion, total liabilities of $2.99 billion, and total
stockholders' equity of $1.34 billion.

At the beginning of April, the Debtor had $556.62 million in cash.
Overseas Shipholding had total cash receipts of $85.92 million and
total cash disbursements of $77.73 million.  As a result, at the
end of April, the Debtor had total cash of $564.81 million.

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

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

                   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: Incurs $1.8 Million Net Loss in May
---------------------------------------------------------
Overseas Shipholding Group, Inc., filed with the U.S. Securities
and Exchange Commission its monthly operating report for May 2013.

Overseas Shipholding reported a net loss before income taxes of
$1.81 million on $79 million of shipping revenues for the month.

As of May 31, 2013, the Company had $4.35 billion in total assets,
$2.99 billion in total liabilities and $1.35 billion in total
equity.

At the beginning of the month, the Company had $564.81 million in
cash.  The Company reported total receipts of $85.52 million and
total disbursements of $76.67 million.  At May 31, 2013, the
Company had $573.66 million in cash.

A copy of the May monthly operating report is available at:

                       http://is.gd/xCBdoF

                   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.


RESIDENTIAL CAPITAL: Incurs $67.8 Million Operating Loss in May
---------------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates disclosed that
for the period from May 1 to 31, 2013, they incurred $67,848,482,
in operating loss, compared to the $41,089,677 operating loss the
previous month.

Receipts for the month ended May 31, 2013, totalled $127,066,000,
while disbursements totalled $117,351,000.  Total net revenue for
the period was $12,981,000, while reorganization items totalled
$24,648,000.

The Debtors said that, as of May 31, 2013, their consolidated
assets totalled $5,736,635,000, consolidated liabilities totalled
$6,237,801,000, and equity totalled $501,166,000.

Payments made to insiders during the month totalled $13,434,786.
Payments made to bankruptcy professionals during the month
totalled $28,783,391, while payments made to bankruptcy
professionals since the Petition Date totalled $184,747,251.

A full-text copy of the May 2013 Operating Report is available for
free at http://bankrupt.com/misc/RESCAPmormay2013.pdf

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

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


ROTECH HEALTHCARE: Net Loss Drops to $7.92 Million in May
---------------------------------------------------------
Rotech Healthcare Inc., et al., on July 2, 2013, filed its monthly
operating report for the month ended May 31, 2013.

The Debtors posted a net loss of $7.92 million on net revenues of
$38.84 million for May, compared to a $8.85 million net loss on
net revenues of $38.109 million for April.  A $1.64 million
restructuring expense contributed to the net loss for May.

At May 31, Rotech Healthcare, et al., had assets of $262.26
million, total liabilities of $661.5 million, and total
stockholders' deficit of $399.24 million.

For May, the Debtors had total cash receipts of $41.10 million
and total cash disbursements of $45.31 million.

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

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

                    About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


SAND SPRING: Reports $21.32 Million Net Income at May 31
--------------------------------------------------------
Sand Spring Capital III, LLC, et al., on July 10, 2013, filed its
monthly operating report for the month ended May 31, 2012.

The Company reported a net income of $21.32 million for May.

As of May 31, 2012, the Company had total net assets of
$6.15 million.

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

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

                        About Sand Spring

Nine funds advised by Commonwealth Advisors Inc. of Baton Rouge,
Louisiana, sought Chapter 11 protection on Oct. 25, 2011, after
failing to work out a reorganization plan acceptable to all
investors.  Lead Debtor is Sand Spring Capital III, LLC (Bankr. D.
Del. Case No. 11-13393).

Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor,
Wilmington, Delaware serves as counsel to the Debtors.  Epiq
Bankruptcy Solutions LLC serves as claims and notice agent.

The funds were formed from 2005 to 2007 under Walter Morales,
president and chief investment manager, and attracted 456
investors, according to filings in U.S. Bankruptcy Court in
Wilmington, Delaware.  Last year, investors filed class-action
and derivative suits alleging mismanagement, misrepresentation,
and breach of fiduciary duty.

According to Bloomberg News, the U.S. Securities and Exchange
Commission initiated a formal investigation in July 2009.  The
funds were unable or unwilling to satisfy investors' redemption
demands, which would have required liquidation of "their
holdings in an illiquid market and at depressed prices."

The funds, Commonwealth and Morales negotiated a prepackaged
Chapter 11 plan, which was accepted by all classes of creditors
except one.  Because third-party contributions required unanimous
approval, the funds said they filed in Chapter 11 so they could
have "further discussions with their investors with the oversight
of this court."

Robert S. Brady, Esq., at Young Conaway stargatt & Taylor, LLP,
represents the Debtor.


SPECIALTY PRODUCTS: Lists $728,942 Net Loss for May
---------------------------------------------------
Specialty Products Holding Corp., on June 27, 2013, filed its
monthly operating report for the month ended May 2013.

The Debtor posted net loss of $728,942 for the month ended
May 2013.

As of May 2013, the Debtor had total assets of $437.67 million,
total liabilities of $234.51 million and total stockholders'
equity of $203.15 million.

At the beginning of May, the Debtor had $20.08 million in cash.
Specialty Products had total cash receipts of $36.60 million and
total cash disbursements of $34.44 million.  As a result, at the
end of May, the Company had total cash of $22.24 million.

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

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

                     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.


SYNAGRO TECHNOLOGIES: Posts $5.06 Million Net Loss at May 31
------------------------------------------------------------
Synagro Technologies, Inc., et al., on June 24, 2013, filed its
monthly operating report for the month ended May 31, 2013.

The Debtor posted a net loss of $5.06 million for May.

As of May 31, 2013, the Debtor had total assets of $696 million,
current liabilities of $89.41 million, and long term liabilities
of $254.69 million.

For May, Synagro Technologies had total cash receipts of
$23.04 million and total cash disbursements of $21.98 million.

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

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

                       About Synagro

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.  It was acquired in April 2007 by Carlyle in a
$741 million transaction.

Synagro is being advised by the law firm of Skadden Arps Slate
Meagher & Flom, along with financial adviser AlixPartners and
investment bankers Evercore Partners.  Kurtzman Carson &
Consultants serves as notice and claims agent.


VERTIS HOLDINGS: Reports $429.72MM Stockholders Deficit for May
---------------------------------------------------------------
Vertis Holdings, Inc., on July 1, 2013, filed its monthly
operating report for the month ended May 31, 2013.

The Debtor reported a net profit of $11.29 million on net sales of
($24,708) for the month ended May 31, 2013.

As of May 31, 2013, Vertis Holdings had total assets of
$127.16 million, total liabilities of $556.88 million, and total
stockholders' deficit of $429.72 million.

At the beginning of May, Vertis Holdings had $25.9 million in
cash.  The Debtor had total cash receipts of $8.5 million and
total cash disbursements of $4.38 million.  As a result, at the
end of the month, Vertis Holdings had total cash of $30.02
million.

A full-text copy of the May monthly operating report is available
at http://bankrupt.com/misc/VERTIS_HOLDINGS_maymor.pdf

                          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 Stanley 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.

On Jan. 16, 2013, Quad/Graphics completed the acquisition 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 that are in excess of normalized
working capital requirements.


                            *********

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

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