Energy Conversion Devices 8-K Departure of Directors or Certain Officers

Exhibit 99.3

UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF MICHIGAN

TRANSMITTAL OF FINANCIAL REPORTS AND

CERTIFICATION OF COMPLIANCE WITH

UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR

THE PERIOD ENDED:May 31, 2012

In re: Energy Conversion Devices, Inc.	Case Number: 12-43166
	Chapter 11
	Judge: Hon. Thomas J. Tucker

Debtor.

Energy Conversion Devices, Inc./

As debtor in possession, I affirm:

1. That I have reviewed the financial statements attached hereto, consisting of:

Operating Statement	(Form 2)
Balance Sheet	(Form 3)
Summary of Operations	(Form 4)
Monthly Cash Statement	(Form 5)
Statement of Compensation	(Form 6)
Schedule of In-Force Insurance	(Form 7)

And that they have been prepared in accordance with normal and customary accounting practices, and fairly and accurately reflect the debtor’s financial activity for the period stated;

2. That the insurance, including workers’ compensation and unemployment insurance, as described in Section 5 of the Operating Instructions and Reporting Requirements For Chapter 11 Cases, is in effect; and

  (If not, attach a written explanation) YES  x            NO  ¨

3. That all post-petition taxes as described in Section 9 of the Operating Instructions and Reporting Requirements For Chapter 11 Cases are current.

  (If not, attach a written explanation) YES  x            NO  ¨

4. No professional fees (attorney, accountant, etc.) have been paid without specific court authorization.

  (If not, attach a written explanation) YES  x            NO  ¨

5. All United States Trustee Quarterly fees have been paid and are current.

YES  x            NO  ¨

6. Have you filed your pre-petition tax returns?

  (If not, attach a written explanation) YES  x            NO  ¨

I hereby certify, under penalty of perjury, that the information provided above and in the attached documents is true and correct to the best of my information and belief.

Dated:June 20, 2012	Energy Conversion Devices, Inc.
	Debtor in Possession
	Title:	William C. Andrews
		Chief Financial Officer	Phone: 248-370-5315

Form 1

OPERATING STATEMENT (P&L)⁽¹⁾

Period Ending:May 31, 2012

Case No: 12-43166

	Current Month			Total Since Filing
Total Revenue	$	—		$	—
Cost of Sales		—			—
GROSS PROFIT		—			—
EXPENSES:
Officer Compensation		93,401			336,109
Salary/Wage Expenses		93,674			461,431
Employee Benefits & Pensions		33,718			129,055
Payroll Taxes		18,520			69,632
Other Taxes		7,631			27,832
Rent and Lease Expense		44,720			134,148
Interest Expense		788			5,346
Property Insurance		5,224			18,294
Utilities		35,114			94,153
Depreciation		10,870			42,899
Travel and Entertainment		4,887			30,415
Repairs and Maintenance		—			2,658
Supplies		127			14,190
Other		—			986
Other Specify – Outside Services		61,570			179,861
Other Specify – Restructuring		—			191,214
TOTAL EXPENSES		410,244			1,738,223
OPERATING PROFIT		(410,244	)		(1,738,223	)
Add: Non-Operating Income
Total Interest (Income)(3)		173,967			(137,955	)
Other (Income) Expense		—			(86,984	)
Less: Non-Operating Expenses
Professional Fees(2)		1,032,020			2,131,420
Other – Income Taxes		—			—
NET INCOME/(LOSS)	$	(1,616,232	)	$	(3,644,704	)

(1) The operating statement and balance sheet were prepared using accrual accounting.

(2) Professional fees include estimates and actual.

(3) Current month interest income includes adjustment from prior over accrual.

Form 2

BALANCE SHEET

Period Ending:May 31, 2012

Case No: 12-43166

	Current Month			Prior Month			At Filing
ASSETS:
Cash and Cash Equivalents	$	129,018,180		$	129,616,749		$	94,740,784
Investments		11,503,732			11,708,925			45,522,223
Inventories, Net		—			—			—
Accounts Receivable – Intercompany - USO		799,818,336			797,682,139			792,119,291
Accounts Receivable – Intercompany –SIT/CDN		41,853,923			41,850,273			41,840,029
Secured Notes - Subsidiaries		6,719,157			6,719,157			6,719,157
Accounts Receivable Trade – Net		506,980			465,964			457,813
Land and Buildings		1,525,568			1,525,568			1,525,568
Furniture, Fixtures & Equipment		1,473,406			1,473,406			1,496,960
Accumulated Depreciation		(2,597,168	)		(2,586,298	)		(2,563,233	)
Restricted Cash		—			—			—
Prepaid		1,133,151			1,598,870			1,760,717
Deposits + Holdbacks		4,105,494			4,110,615			5,769,009
Investment in Subsidiaries		41,001,047			41,001,047			41,001,047
Other Assets		4,229,027			4,470,183			5,069,863
TOTAL ASSETS	$	1,040,290,835		$	1,039,636,597		$	1,035,459,227
LIABILITIES:
Post-petition Liabilities:
Accounts Payable Trade – Net	$	583,541		$	568,328		$	—
Accounts Payable Intercompany USO		—			—			—
Accounts Payable Intercompany SIT		—			—			—
Warranty		—			—			—
Other Liabilities		5,519			127,181			—
Convertible Senior Notes		—			—			—
Accrued Salaries and Wages		35,226			38,437			—
Accrued Taxes		10,658			8,972			—
Accrued Other		1,123,328			652,066			—
TOTAL Post-petition Liabilities		1,758,273			1,394,984			—
Secured Liabilities:
Secured Accounts Payable		—			—			—
Pre-petition Liabilities:
Accounts Payable Trade – Net		953,622			953,622			953,622
Accounts Payable Intercompany USO		—			—			—
Accounts Payable Intercompany SIT		—			—			—
Accounts Payable Unsecured Liabilities		—			—			—
Warranty		—			—			—
Other Liabilities		2,581,850			2,581,850			2,581,850
Convertible Senior Notes		245,690,855			244,419,164			241,220,038
Accrued Salaries and Wages		168,112			168,112			168,112
Accrued Taxes		91,151			91,151			91,151
Accrued Other		4,870,165			4,212,282			2,533,542
TOTAL Pre-petition Liabilities		254,355,755			252,426,181			247,548,315
TOTAL LIABILITIES		256,114,028			253,821,165			247,548,315
EQUITY:
Owners Capital		(313,528	)		(313,415	)		(310,256	)
Additional Paid-In-Capital		1,106,438,770			1,106,438,770			1,106,438,770
Retained Earnings - Pre Petition + OCI		(318,303,731	)		(318,281,450	)		(318,217,602	)
Retained Earnings - Post Petition		(3,644,704	)		(2,028,472	)		—
TOTAL EQUITY		784,176,807			785,815,432			787,910,912
TOTAL LIABILITIES AND EQUITY	$	1,040,290,835		$	1,039,636,597		$	1,035,459,227

Form 3

SUMMARY OF OPERATIONS

Period Ended:May 31, 2012

Case No: 12-43166

Schedule of Post-petition Taxes Payable

	Beginning		Accrued/		Payments/		Ending
	Balance		Withheld		Deposits		Balance
Income Taxes Withheld
Federal		—	$	58,920.13	$	58,920.13		—
State		—		14,874.12		14,874.12		—
Local		—		—		—		—
FICA Withheld		—		13,084.31		13,084.31		—
Employers FICA		—		17,014.00		17,014.00		—
Unemployment Tax
Federal		—		—		—		—
State		—		—		—		—
Sales, Use & Excise Taxes		—		—		—		—
Property Taxes	$	8,972.00		1,686.00		—	$	10,658.00
Workers’ Compensation(1)		—		—		—		—
Other		—		—		—		—
TOTALS	$	8,972.00	$	105,578.56	$	103,892.56	$	10,658.00

(1) Fully insured.

AGING OF ACCOUNTS RECEIVABLE

AND POST-PETITION ACCOUNTS PAYABLE

Age in Days	0-30		31-60		Over 60
Post Petition
Accounts Payable	$	300,656.05	$	213,947.30	$	68,938.06
Accounts Receivable	$	409,279.30	$	97,700.54	$	0.00

For all post-petition accounts payable over 30 days old, please attach a sheet listing each such account, to whom the account is owed, the date the account was opened, and the reason for non-payment of the account.

Describe events or factors occurring during this reporting period materially affecting operations and formulation of a Plan of Reorganization:None

Form 4

MONTHLY CASH STATEMENT

Period Ending:May 31, 2012

Cash Activity Analysis (Cash Basis Only):                                                                  Case No: 12-43166

		General Acct.		Money Market Acct.
A.	Beginning Balance		$3,856,824.41	$	125,563,246.86
B.	Receipts   (Attach separate schedule)		176,875.87		5,293.75
C.	Balance Available   (A+B)		4,033,700.28		125,568,540.61
D.	Less Disbursements   (Attach separate schedule)		814,433.45		—
E.	ENDING BALANCE   (C-D)		$3,219,266.83	$	125,568,540.61

ATTENTION: Please enter the TOTAL DISBURSEMENT from all your accounts, including cash and excluding transfers, onto the line below. This is the number that will determine your quarterly fee payment:$ 814,433.45

(PLEASE ATTACH COPIES OF MOST RECENT RECONCILED BANK STATEMENTS FROM EACH ACCOUNT)

General Account:
1.	Depository Name & Location	JP Morgan Chase Bank, N.A. (MI); Detroit, Michigan
2.	Account Number
Money Market Account:
1.	Depository Name & Location	JP Morgan Chase Bank, N.A. (MI); Detroit, Michigan
2.	Account Number

Other monies on hand (specify type and location) i.e., CD’s, bonds, etc.):

UBS Financial Services, Inc., Chicago, IL. - Investment account – CP75515 - corporate notes/bonds, paper; and money market funds - $11,645,210.97

Date:June 20, 2012
	Energy Conversion Devices, Inc.
	Debtor in Possession

Form 5

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:May 31, 2012

Case No: 12-43166

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)

Name:Julian Hawkins, President, CEO and Director	Capacity:	¨   Shareholder
		x   Officer
		x   Director
		x   Insider

Detailed Description of Duties:

• Provides leadership to the business through the restructuring and sale process, focusing on the solar business

• Serves as a member of the Board of Directors

• Expand sales through supplier and customer base interaction

Current Compensation Paid (1):	Weekly	Or		Monthly
			$	25,384.28
Current Benefits Paid:	Weekly	Or		Monthly
Health Insurance			$	764.60
Life Insurance				90.00
Accidental Death & Dismemberment Life Insurance				12.00
Long-Term and Short-Term Disability Insurance				72.50
Employee Assistance Program				1.69
Retirement				—
Company Vehicle				—
Entertainment (Business meals)				—
Travel				4,160.47
Vacation Payout				12,247.58
Office Supplies				—
Internet/iPhone/iPad expenses				1,259.44
Conference/Seminar fee				—
Total Benefits			$	18,608.28
Current Other Payments Paid:	Weekly	Or		Monthly
Rent Paid			$	1,725.00
Loans				—
Travel (to/from San Francisco)				—
Lodging				—
Personal Car Mileage				143.23
Total Other Payments			$	1,868.23
	Weekly	Or		Monthly
CURRENT TOTAL OF ALL PAYMENTS:			$	45,860.79

(1) Mr. Hawkins’ last day of employment with the company was 5/11/12.

Dated:June 20, 2012   Julian Hawkins

Form 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:May 31, 2012

Case No: 12-43166

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)

Name:	Jay B. Knoll, Executive Vice President,	Capacity:	¨   Shareholder
	Chief Restructuring Officer and Director		x  Officer
			x  Director
			x  Insider

Detailed Description of Duties:

• Provides leadership to the business through the restructuring, sale and bankruptcy processes

• Serves as a member of the Board of Directors

• Leads efforts to identify and implement cost reductions

Current Compensation Paid (1):	Weekly	Or		Monthly
			$	28,846.16
Current Benefits Paid:	Weekly	Or		Monthly
Health Insurance			$	849.92
Life Insurance				84.46
Accidental Death & Dismemberment Insurance				11.27
Long-Term and Short-Term Disability Insurance				72.50
Employee Assistance Program				1.69
Retirement				—
Company Vehicle				—
Entertainment				—
Travel				—
Personal Car Mileage				—
Internet/iPhone/iPad				—
Total Benefits			$	1,019.84
Current Other Payments Paid:	Weekly	Or		Monthly
Rent Paid				—
Loans				—
Other (Describe)				—
Other (Describe)				—
Other (Describe)				—
Total Other Payments				—
	Weekly	Or		Monthly
CURRENT TOTAL OF ALL PAYMENTS:			$	29,866.00

(1) Mr. Knoll’s last day of employment with the company was 6/1/12.

Dated:June 20, 2012   Jay B. Knoll

Form 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:May 31, 2012

Case No: 12-43166

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)

Name:	William C. Andrews, Executive Vice President and CFO	Capacity:	¨  Shareholder
			x  Officer
			¨  Director
			x  Insider

Detailed Description of Duties:

• Provides financial leadership and expertise to support the bankruptcy process

• Provides leadership and support to the business through the restructuring and sale process

• Provides oversight to company transition from a public company (SEC, SOX, etc.)

Current Compensation Paid:	Weekly	Or		Monthly
			$	26,923.08
Current Benefits Paid:	Weekly	Or		Monthly
Health Insurance			$	764.60
Life Insurance				78.91
Accidental Death & Dismemberment Insurance				10.53
Long-Term and Short-Term Disability Insurance				72.50
Employee Assistance Program				1.69
Retirement				—
Company Vehicle				—
Entertainment				—
Travel				—
Postage/Freight				—
Dues/Subscriptions				—
Office Supplies				—
Personal Car Mileage				—
Internet/iPhone/iPad				—
Total Benefits			$	928.23
Current Other Payments Paid:	Weekly	Or		Monthly
Rent Paid				—
Loans				—
Other (Describe)				—
Other (Describe)				—
Other (Describe)				—
Total Other Payments				—
	Weekly	Or		Monthly
CURRENT TOTAL OF ALL PAYMENTS:			$	27,851.31

Dated:June 20, 2012   William C. Andrews

Form 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:May 31, 2012

Case No: 12-43166

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)

Name:	Joseph P. Conroy, Executive Vice President, ECD;	Capacity:	x  Shareholder
	Senior Vice President, USO Operations		x  Officer
			¨  Director
			x  Insider

Detailed Description of Duties:

• Provides leadership to all operations and manufacturing related activity (Auburn Hills, Greenville 1&2, Tijuana, China JV and Marcegaglia)

• Responsible for building new equipment to support the company’s technology efforts

• Provides leadership to all manufacturing, engineering, quality functions (ensures the production of all manufacturing products)

Current Compensation Paid(1):	Weekly	Or		Monthly
			$	—
Current Benefits Paid:	Weekly	Or		Monthly
Health Insurance			$	—
Life Insurance				—
Accidental Death & Dismemberment Insurance				—
Long-Term and Short-Term Disability Insurance				—
Employee Assistance Program				—
Retirement				—
Company Vehicle				—
Entertainment				—
Travel				—
Total Benefits				—
Current Other Payments Paid:	Weekly	Or		Monthly
Rent Paid				—
Loans				—
Other (Describe)				—
Other (Describe)				—
Other (Describe)				—
Total Other Payments				—
	Weekly	Or		Monthly
CURRENT TOTAL OF ALL PAYMENTS:
			$	—

(1) Mr. Conroy is an officer of Energy Conversion Devices; however, his compensation is paid by United Solar Ovonic LLC. Mr. Conroy’s last day of employment with the company was 5/11/12.

Dated:June 20, 2012   Joseph P. Conroy

Form 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:May 31, 2012

Case No: 12-43166

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)

Name:	Joseph A. Avila	Capacity:	x  Shareholder
			¨  Officer
			x  Director
			¨  Insider

Detailed Description of Duties:

• reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company;

• assessing major risks facing the company, and reviewing options for their mitigation;

• ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders;

• oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning;

• oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management.

Current Compensation Paid(1):	Weekly	Or		Monthly(1)
			$	—
Current Benefits Paid:	Weekly	Or		Monthly
Health Insurance			$	—
Life Insurance				—
Retirement				—
Company Vehicle				—
Entertainment				—
Travel				—
Other Benefits				—
Total Benefits				—
Current Other Payments Paid:	Weekly	Or		Monthly
Rent Paid				—
Loans				—
Other (Describe)				—
Other (Describe)				—
Other (Describe)				—
Total Other Payments				—
	Weekly	Or		Monthly
CURRENT TOTAL OF ALL PAYMENTS:			$	—

(1) Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. As Chair of the Corporate Governance and Nominating Committee and the Finance Committee, Mr. Avila receives an additional $10,000, also paid quarterly in cash. Amounts for the current quarter were accrued in April and paid in May.

Dated:June 20, 2012
	Joseph A. Avila

Form 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:May 31, 2012

Case No: 12-43166

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)

Name:	Alan E. Barton	Capacity:	x  Shareholder
			¨  Officer
			x  Director
			¨  Insider

Detailed Description of Duties:

• reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company;

• assessing major risks facing the company, and reviewing options for their mitigation;

• ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders;

• oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning;

• oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management.

Current Compensation Paid(1):	Weekly	Or		Monthly(1)
			$	—
Current Benefits Paid:	Weekly	Or		Monthly
Health Insurance			$	—
Life Insurance				—
Retirement				—
Company Vehicle				—
Entertainment				—
Travel				—
Other Benefits				—
Total Benefits				—
Current Other Payments Paid:	Weekly	Or		Monthly
Rent Paid				—
Loans				—
Other (Describe)				—
Other (Describe)				—
Other (Describe)				—
Total Other Payments				—
	Weekly	Or		Monthly
CURRENT TOTAL OF ALL PAYMENTS:			$	—

(1) Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. As Chair of the Compensation Committee, Mr. Barton receives an additional $7,500, also paid quarterly in cash. Amounts for the current quarter were accrued in April and paid in May.

Dated:June 20, 2012
	Alan E. Barton

Form 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:May 31, 2012

Case No: 12-43166

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)

Name:Robert I. Frey	Capacity:	x	Shareholder
		¨	Officer
		x	Director
		¨	Insider

Detailed Description of Duties:

• reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company;

• assessing major risks facing the company, and reviewing options for their mitigation;

• ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders;

• oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning;

• oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management.

Current Compensation Paid(1):	Weekly	Or		Monthly	(1)
			$	—
Current Benefits Paid:	Weekly	Or		Monthly
Health Insurance			$	—
Life Insurance				—
Retirement				—
Company Vehicle				—
Entertainment				—
Travel				—
Other Benefits				—
Total Benefits				—
Current Other Payments Paid:	Weekly	Or		Monthly
Rent Paid				—
Loans				—
Other (Describe)				—
Other (Describe)				—
Other (Describe)				—
Total Other Payments				—
	Weekly	Or		Monthly
CURRENT TOTAL OF ALL PAYMENTS:			$	—

(1) Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. Amounts for the current quarter were accrued in April and paid in May.

Dated:June 20, 2012
	Robert I. Frey

Form 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:May 31, 2012

Case No: 12-43166

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)

Name:William J. Ketelhut	Capacity:	x	Shareholder
		¨	Officer
		x	Director
		¨	Insider

Detailed Description of Duties:

• reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company;

• assessing major risks facing the company, and reviewing options for their mitigation;

• ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders;

• oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning;

• oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management.

Current Compensation Paid(1):	Weekly	Or		Monthly	(1)
			$	—
Current Benefits Paid:	Weekly	Or		Monthly
Health Insurance			$	—
Life Insurance				—
Retirement				—
Company Vehicle				—
Entertainment				—
Travel				—
Other Benefits				—
Total Benefits
Current Other Payments Paid:	Weekly	Or		Monthly
Rent Paid				—
Loans				—
Other (Describe)				—
Other (Describe)				—
Other (Describe)				—
Total Other Payments				—
	Weekly	Or		Monthly
CURRENT TOTAL OF ALL PAYMENTS:			$	—

(1) Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. As Chair of the Audit Committee, Mr. Ketelhut receives an additional $10,000, also paid quarterly in cash. Amounts for the current quarter were accrued in April and paid in May.

Dated:June 20, 2012
	William J. Ketelhut

Form 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:May 31, 2012

Case No: 12-43166

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)

Name:Stephen Rabinowitz	Capacity:	x	Shareholder
		¨	Officer
		x	Director
		¨	Insider

Detailed Description of Duties:

• reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company;

• assessing major risks facing the company, and reviewing options for their mitigation;

• ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders;

• oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning;

• oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management.

Current Compensation Paid(1):	Weekly	Or		Monthly	(1)
			$	—
Current Benefits Paid:	Weekly	Or		Monthly
Health Insurance			$	—
Life Insurance				—
Retirement				—
Company Vehicle				—
Entertainment				—
Travel				—
Other Benefits				—
Total Benefits				—
Current Other Payments Paid:	Weekly	Or		Monthly
Rent Paid				—
Loans				—
Other (Describe)				—
Other (Describe)				—
Other (Describe)				—
Total Other Payments				—
	Weekly	Or		Monthly
CURRENT TOTAL OF ALL PAYMENTS:			$	—

(1) Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. As Chairman of the Board, Mr. Rabinowitz receives an additional $50,000, of which $33,000 is paid quarterly in cash. Amounts for the current quarter were accrued in April and paid in May.

Dated:June 20, 2012
	Stephen Rabinowitz

Form 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:May 31, 2012

Case No: 12-43166

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)

Name:	George A. Schreiber, Jr.	Capacity:	x	Shareholder
			¨	Officer
			x	Director
			¨	Insider

Detailed Description of Duties:

• reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company;

• assessing major risks facing the company, and reviewing options for their mitigation; ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders;

• oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning;

• oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management.

Current Compensation Paid(1):	Weekly	Or		Monthly	(1)
			$	—
Current Benefits Paid:	Weekly	Or		Monthly
Health Insurance			$	—
Life Insurance				—
Retirement				—
Company Vehicle				—
Entertainment				—
Travel				—
Other Benefits				—
Total Benefits				—
Current Other Payments Paid:	Weekly	Or		Monthly
Rent Paid				—
Loans				—
Other (Describe)				—
Other (Describe)				—
Other (Describe)				—
Total Other Payments				—
	Weekly	Or		Monthly
CURRENT TOTAL OF ALL PAYMENTS:			$	—

(1) Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. Amounts for the current quarter were accrued in April and paid in May.

Dated: June 20, 2012 George A. Schreiber, Jr.

Form 6

SCHEDULE OF IN-FORCE INSURANCE

Period Ending:May 31, 2012

Case No: 12-43166

INSURANCE TYPE	CARRIER	EXPIRATION DATE
Workers’ Compensation	Valley Forge Insurance Company	02/01/2013
Workers’ Compensation	American Casualty Company of Reading PA	02/01/2013
General Liability	American Casualty Company of Reading PA	02/01/2013
Property (1stLayer)	Allianz Global Risk US Insurance Company	02/01/2013
Property (2ndLayer)	Lexington Insurance Company	02/01/2013
Automobile Policy	Continental Casualty Company	02/01/2013
Umbrella Policy	Continental Casualty Company	02/01/2013
Foreign Package	Continental Casualty Company	02/01/2013
Special Risk Coverage	Great American Insurance Company	03/18/2013
Directors & Officers	Allied World National Assurance Company	09/30/2012
Directors & Officers	Illinois National Insurance Company	09/30/2012
Directors & Officers	Beazley Insurance Company, Inc. (Lloyd’s of London)	09/30/2012
Employee Practices Liability	Starr Indemnity & Liability Company	09/30/2012
Fiduciary Liability	Starr Indemnity & Liability Company	09/30/2012
Fidelity Bond	Starr Indemnity & Liability Company	09/30/2012
Primary Directors & Officers	Starr Indemnity & Liability Company	09/30/2012
ERISA Bond	Travelers Casualty and Surety Company of America	11/16/2014
Pollution Liability Coverage	Chartis Specialty Insurance	02/01/2014

Form 7