TCR_Public/000504.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

     Thursday, May 4, 2000, Vol. 4, No. 88


ADVOCAT INC: Voluntary Delisting From Toronto Exchange
ATLAS AIR: Announces New Financing Agreements
AXIOHM TRANSACTION: Reorganization Plan Confirmed By Court
BAPTIST FOUNDATION: Seeks To Extend Exclusive Solicitation Period
CALECA USA: Hearing to Approve Disclosure Statement

CONSOLIDATED CAPITAL: Announces Extension and Renewal of Debt
CORAM HEALTHCARE: Settles Suit Against Aetna
DRKOOP.COM: Seeks Buyers, Gets Cost Relief
FAMILY GOLF CENTERS: Receives Notice of Default

FRUIT OF THE LOOM: NYSE Suspends Trading in Common Stock
GENERAL-ELECTRO: Hearing on Disclosure Statement Set For May 23
GENEVA STEEL: Bondholders' Committee Taps Rothschild Inc.
KITTY HAWK: Moody's Downgrades Notes Following Bankruptcy Filing
LEXICON ENVIRONMENTAL: Case Summary and 20 Largest Creditors

MARINER POST ACUTE: Taps Stutman Treister as Lead Counsel
MICROAGE: To Shut Down Ohio Distribution Center
NEW AMERICAN: Health Dept Rescinds Order To Shut Down Facility
NEW AMERICAN: Puget Sound Hospital Ordered Closed

NUTRAMAX: Submits Pre-Negotiated Plan of Reorganization
OMEGA HEALTHCARE: Announces First Quarter Results
PAGING NETWORK INC: S&P Cuts Notes To Lowest Rating
PATHMARK: S&P Cuts Rating

PURINA MILLS: Second Amended Joint Plan Confirmed
STERLING PACKAGING: Plan Confirmed Without Objection
SYSTEM SOFTWARE: Enters Agreement With Gores; Files Chapter 11
TERRA INDUSTRIES: Reports First Quarter Results
TOSHIBA CORP.: Reports 28B Yen group net loss in FY99


ADVOCAT INC: Voluntary Delisting From Toronto Exchange
Advocat Inc. (OTC:AVCA) (TSE:AVCu.TO) has fallen below the
continued listing standards of the Toronto Stock Exchange
("TSE"). As a result of this non-compliance, Advocat Inc. has
decided to voluntary delist its common stock from the TSE. The
last day that Advocat's common stock will trade on the TSE will
be May 30, 2000.

ATLAS AIR: Announces New Financing Agreements
Atlas Air, Inc. (NYSE:CGO) announced that it has completed a
private refinancing of two secured aircraft term loan facilities
and its existing Revolving Credit Agreement.

The new transactions will result in annual pre-tax interest
expense savings of approximately $1.5 million, as well as enhance
cash flows and provide more favorable terms. Deutsche Banc Alex.
Brown was the lead bank and agent for the transactions.

Richard Shuyler, Executive Vice President of Atlas Air, said,
"The continuing financial and operating strengths of Atlas in the
international heavy cargo market provided Atlas with a unique
opportunity to refinance these two important transactions. The
net result of these financings will be to immediately reduce the
company's debt by approximately $32 million, while extending the
term and reducing the company's cash requirements over
the next three years."

Atlas Air is a United States certificated air carrier that
operates a fleet of 747 freighters under long-term ACMI
contracts. These contracts include the provision by Atlas of air
cargo capacity for some of the world's leading international
carriers. Atlas operates scheduled flights on behalf
of its customer airlines to 101 cities in 46 countries.

AXIOHM TRANSACTION: Reorganization Plan Confirmed By Court
Axiohm Transaction Solutions Inc. (OTCBB: AXHMQ) and its U.S.
Subsidiaries announced that the United States Bankruptcy Court in
Wilmington, Delaware confirmed the Company's Plan of
Reorganization on Thursday, April 27, 2000.

Subject to certain conditions, including the ability to take the
Company private, the Plan is expected to take effect in mid-May.
The Plan received overwhelming support of the Company's creditors
and shareholders. In addition, the Court approved the Company's
exit financing in the form of a new revolving line of credit in
the amount of up to $23 million provided by Lehman Commercial
Paper, Inc.

Upon the effective date of the Plan, the Company's senior secured
term indebtedness in the amount of $62,650,000 will be refinanced
and the holders thereof will also receive warrants. The holders
general unsecured claims, including the holders of $120 million
in senior subordinated notes, will receive 100% of the new common
stock of the reorganized Company. The old common stock will be
cancelled, although shareholders will receive certain limited
rights to participate in the proceeds of any future public
offering or sale of the Company within the next five years. All
claims of suppliers and other trade vendors were not affected by
the Plan and will be paid in full.

"We are very happy that we were able to restructure and
significantly reduce our long term indebtedness in a short period
of time and with a minimal disruption to the business," said
Nicolas Dourassoff, President and CEO. "We believe the
overwhelming support for the restructuring by our creditors and
shareholders demonstrates their continued confidence in the
Company's future success. The support we received from our
customers, vendors, and employees throughout the process was
immeasurably important to us and for that we are grateful."

With sales offices in eight countries, distribution relationships
in 20 countries and seven manufacturing facilities located in
four countries, Axiohm is among the largest non-captive
designers, manufacturers and marketers of transaction printers in
the world. With the completion of the chapter 11 process, the
Company will increase its focus on delivery of new products and
technology and take advantage of its extensive research and
development capabilities. "In short," said Dourassoff, "our
financial house is in order and we are better positioned to take
advantage of our competitive edge in research and development and
continue our tradition of innovation and reliability."

Axiohm Transaction Solutions, Inc., based in Blue Bell,
Pennsylvania, is a leading designer and manufacturer of printers
and ancillary products. The transaction printers employ thermal
and impact technology and are used to print documents such as
point of sale receipts, gaming tickets, and other transaction
records. Axiohm also designs and manufactures thermal and impact
printer mechanisms, magnetic-stripe and smart-card readers, and
bar code printers. Axiohm sells to distributors, end users, OEMs,
and VARs. Approximately 80% of Axiohm's sales are to OEMs; and
about 40% of sales come from outside the US.

BAPTIST FOUNDATION: Seeks To Extend Exclusive Solicitation Period
The debtor, Baptist Foundation of Arizona, seeks an order
extending the period in which the debtors have the exclusive
right to solicit acceptances of the joint liquidating plan of
reorganization.  The court has tentatively set a confirmation
hearing for May 30, 2000.  The debtors request an extension of
the exclusive period until August 31, 2000.

The plan provides for the orderly sale over time of all of the
debtors' assets.  In addition, the plan also contemplates and
provides for the so-called substantive consolidation of the
debtors and the elimination of the distinction between so-called
secured and unsecured investors.  

In order to minimize any delays, the debtors and their counsel
have established a dialogue with the proposed counsel for the
Collateralized Investors Committee.  The debtor are attempting to
implement a litigation protocol for the resolution of the
allegedly secured status of some of the investors that can be
done expeditiously and without unnecessary delay in the
confirmation process.  Also, the debtors contemplate separately
classifying allegedly secured and unsecured investors.  If the
debtors prevail in the litigation, and the distinction between
investors I s eliminated, the modifications to the plan will
place all investors in the same class.  If the debtors do not
prevail, the separate classification will recognize the lien and
collateral positions of the allegedly secured investors.

The debtors are currently undergoing an extensive and public
marketing process of three of its most valuable assets.  More
than 12 prospective purchasers have signed confidentiality
agreements and are currently undergoing due diligence.

In addition, a large institutional distressed investment firm has
recently made an unsolicited offer to all investors to purchase
their claims at a substantial discount.  

For these reasons particularly, the debtors seek an extension of
their exclusive period to solicit acceptances to their plan.

CALECA USA: Hearing to Approve Disclosure Statement
A hearing shall be held before the Honorable Jeffry H. Gallet, US
Bankruptcy Judge, in Room 523, US bankruptcy Court for the
Southern District of New York, One Bowling Green, New york, NY on
May 25, 2000 at 9:30 AM to approve the debtor's Disclosure
Statement dated April 21, 2000.

The US Bankruptcy Court for the Northern District of Oklahoma
entered an order on April 18, 2000 authorizing the Official
Committee of Asset-Backed Securityholders to employ and retain
Houlihan Lokey Howard & Zukin Capital as Financial Advisor,
effective March 22, 2000.

CONSOLIDATED CAPITAL: Announces Extension and Renewal of Debt
Consolidated Capital of North America Inc. (OTCBB:CDNOE)
announced that its Board of Directors has authorized management
to renew and extend indefinitely its previously announced private
offer to its creditors to exchange its outstanding parent-company
debt, preferred stock and other payables for shares of its common
stock at an exchange price of four cents ($.04) per share. The
company had announced the exchange offer for up to approximately
$15 million of debt and other claims on Dec. 1, 1999, at an
exchange price of two cents ($.02) per share, however, creditors
holding a substantial amount of parent-company debt had not yet
responded to the offer at its extended expiration date of March
31, 2000. Shareholders affiliated with the company holding
approximately $5.8 million of company debt, preferred stock and
other payables have accepted the exchange offer at such exchange
price. By April 26, 2000, non-affiliated creditors holding debt
and other claims of approximately $2.7 million, in the aggregate,
had also agreed to exchange their debts and other claims for
company common stock. In the aggregate, these acceptances require
the issuance of approximately 333 million shares of company
common stock. As of the date hereof, 73,430,590 of such shares
have been issued or committed for issuance, while for the
remainder, the agreement to exchange will be subject to
shareholder approval of an increase in the number of authorized
shares of company common stock. Currently, the company has issued
and outstanding 190,711,825 shares of its 200,000,000 shares of
authorized common stock.

As announced in December, in light of the fact that the company's
three operating subsidiaries have been liquidated to pay
creditors and the company had ceased operations in 1999, the
company believes that the most likely prospect for the company's
financial revival at this time is to negotiate the acquisition of
the company by, or other combination of the company with, a
private business that desires to become publicly traded in the
U.S. securities markets. However, this strategy will only succeed
if the company is free of any significant contingent liabilities
such as litigation, claims or material creditors that have not
reached agreement with the company to exchange their debt
obligations for equity in the company.

In addition, the company's Board of Directors has set June 5,
2000 as the date for a Special Meeting of its shareholders to
vote on a proposal by the company to increase the company's
number of authorized shares of common stock from the current
number of 200,000,000 to 850,000,000. The Board set the record
date as May 5, 2000. If approved by the shareholders, the
increased number of authorized shares would be used to continue
to pursue the debt for equity exchange announced above, and to
pursue financing opportunities that may appear in the future.

CORAM HEALTHCARE: Settles Suit Against Aetna
Denver-based Coram Healthcare has settled its breach of contract
lawsuit against Aetna U.S. Healthcare.

Coram, a home health company that provides patients with infusion
therapy, has been battling Aetna since last summer.  The company
claimed that Aetna had provided misleading data that caused it to
underprice its contract and lose money. Coram had sued for $50

Terms of the settlement were not disclosed.

Settling the dispute will allow Coram management to focus on its
operations, particularly recent efforts to convert outstanding
debt to equity.

"The legal dispute has overshadowed many positive things
occurring at Coram," said Daniel Crowley, Coram's chief executive
who took over the company in November. "Eliminating this
distraction should provide reassurance to our patients, referring
providers, vendors and employees."

The lawsuit was settled amicably and Coram officials hope they
can land a new contract with Aetna and other managed care plans
to provide their members with home infusion services, said Coram
spokesman Kurt Davis.

Coram, however, is unlikely to negotiate fixed-fee contracts
similar to the disputed Aetna contract and will instead focus on
contracts that pay Coram for the services it provides, Davis
said. Coram also will steer away from national contracts and
negotiate regional contracts to better deal with variances in
costs and use of services between geographic areas, he said.

Coram, one of the nation's largest home infusion companies, is
struggling back to financial health. In March, it was taken off
the New York Stock Exchange when its share price fell to 63
cents. One of its subsidiaries, Coram Resource Network, has filed
for Chapter 11 bankruptcy protection. The company also is trying
to sell its pharmaceutical management and mail-order division.

Its most recent focus is an effort to convince debt holders to
convert their interest to equity.

DRKOOP.COM: Seeks Buyers, Gets Cost Relief
According to reports in Investor's Business Daily, shares of doubled in afternoon trading Wednesday, last week, a
day after the company said it was nearly out of cash but had
renegotiated several portal deals to slow its burn rate.  Shares
of the Internet-based consumer health care company closed up 1
1/4 to 3 1 9/32 after trading as high as 5 3/8 earlier in the
morning of that same day.  Its 52-week high is 45 3/4.  The
Austin, Texas, company, named after former U.S. Surgeon General
C. Everett Koop, warned it has enough cash for only about four
months.  It expects weak first-quarter results and is seeking a
buyer.  "People may be mistakenly getting excited about the fact
that AOL now owns 10% of the company," said Mark Mulcahy, an
analyst at Pacific Growth Equities.  "They had a choice of taking
stock or taking nothing." restructured deals with AOL
and Disney's that cut its expected cash outlays by $ 100
million in the next year and reduce its burn rate to $ 2 million
a month.  

FAMILY GOLF CENTERS: Receives Notice of Default
Family Golf Centers, Inc. (NASDAQ:NM FGCI) announced that it has
received notices of default from its lenders under its $130
million credit facility and under its Bank of America loan
agreement for the company's failure to make its monthly interest
payments which were due on May 1, 2000. As a result of such
defaults, the lenders have accelerated the company's obligations
under such loan agreements and, accordingly, all amounts
outstanding are now immediately due and payable. In addition, the
lenders under the company's $130 million credit facility have
notified the company that it is prohibited from making any
payment to the holders of the company's 5 3/4 convertible
subordinated notes. In light of these defaults, the company is
exploring its alternatives, including, among other things,
seeking protection under Chapter 11 of the U.S. Bankruptcy Code.

Family Golf Centers is an operator of golf centers in North
America. The company also operates sports and family
entertainment facilities, including ice rinks and Family
Sports Supercenters. Currently, the company owns, operates and
has under construction 111 golf facilities and 19 ice rink and
family entertainment facilities in 23 states and three Canadian

FRUIT OF THE LOOM: NYSE Suspends Trading in Common Stock
Fruit of the Loom, Ltd. (OTC Bulletin Board: FTLAF), announced
that it has been notified by the New York Stock Exchange ("NYSE")
that the NYSE has suspended trading in Fruit of the Loom, Ltd's
Class A Common Stock and would apply to the Securities and
Exchange Commission to delist the stock.  The decision by the
NYSE to file an application to delist the Company's common stock
is not expected to affect the Company's operating performance and
reorganization plan.

The Company's common stock will continue to be traded as an over-
the-counter ("OTC") equity security under the symbol "FTLAF."  
Quotation service is provided by the National Quotation Bureau,
LLC ("NQB") "Pink Sheets" and the OTC Bulletin Board ("OTCBB").  
Investors should call their brokers for daily pricing and
volume information.

Fruit of the Loom filed a voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code on December 29, 1999 and is currently
working through its restructuring in bankruptcy proceedings.

GENERAL-ELECTRO: Hearing on Disclosure Statement Set For May 23
A hearing to consider the approval of the Disclosure Statement of
General-Electro Mechanical Corp. will be held before the Hon.
Michael J. Kaplan, US Bankruptcy Judge, US Bankruptcy Court, Part
I, third Floor, Olympic Towers, 300 Pearl Street, Suite 350,
Buffalo, NY, on May 23, 2000 at 2:00 PM.

May 21, 2000 is fixed as the last date for filing and serving
written objections to the Joint Disclosure Statement.  A claims
bar date has previously been set for May 31, 2000, for the filing
of pre-petition claims against the debtor.

GENEVA STEEL: Bondholders' Committee Taps Rothschild Inc.
The Official Bondholders' Committee of Geneva Steel company filed
an application to employ Rothschild, Inc. as investment banker to
the committee.  A hearing on the application has been set for May
16, 2000 at 11:00 AM.

The firm will render the following services:

Assist the committee in assessing the operating and financial
strategies for the debtor's business;

Review and analyze the business plans and financial projections
prepared by the debtor;

Assist the committee and its other professionals in formulating
and negotiating a plan of reorganization'

Value the debtor in connection with a plan of reorganization';

Assist the Bondholders' Committee in the plan confirmation
process, including preparation of expert testimony relating to
financial matters, if required; and

KITTY HAWK: Moody's Downgrades Notes Following Bankruptcy Filing
Moody's Investors Service downgraded the Senior Secured Notes
('Notes') of Kitty Hawk, Inc. to Ca from Caa2, and the Secured
Term Loan and the Revolving Credit ('Bank Facilities') to Caa3
from Caa2 following Kitty Hawk's decision to seek protection
under Chapter 11 of the U.S. Bankruptcy Code. Moody's attributes
the lower rating on the Notes to a lower expected recovery value
on the collateral securing the Notes than on the separate
collateral pool securing the Bank Facilities. Collateral for the
Notes consists entirely of aircraft, while the Bank Facilities
are secured by substantially all of Kitty Hawk's current assets
as well as certain aircraft.

Moody's liquidation analysis further discounts the current market
value of the individual aircraft in the pools reflecting concern
about the impact on values from deferral of aircraft maintenance
by the company. This concern, combined with general market trends
negatively affecting the market value of older wide body
aircraft, produces a substantial discount to the original
appraised values of the collateral. Thirty aircraft secure the
Notes. However, Moody's assigns scrap value to all of the L-1011s
in the pool, as well as the two 747-100s which are passenger
configured and have been parked since Kitty Hawk exited the
passenger business last year. As a result, the range of estimates
for ultimate recovery for the aircraft securing the Notes under
current market conditions are significantly below the $340
million face value of the Notes.

Security for the Term Loan and Revolving Credit (which share
collateral) include fifteen 727-200s and nineteen DC-8s, as well
as the company's receivables and inventory, spare parts, contract
rights, cash and subsidiary stock. The aircraft are expected to
have minimal value since the 727s are approximately 30 years old
and most of the DC-8s are not Stage III compliant. At September
30, 1999 (the most recently filed Form 10-Q), after deducting the
prepaids and current income taxes the company reported
approximately $148 million of current assets. This estimates the
carrying value of the pledged assets at the time those statements
were prepared. Recent publicly disclosed reports from the company
suggest a comparable amount for the most recent fiscal year,
although the exact amount is still to be determined.
Consequently, after assigning a modest value to the pledged
aircraft, Moody's believes that the expected loss on the Bank
Facilities is somewhat less than for the Notes.

Kitty Hawk, Inc., based in Dallas-Ft. Worth, Texas, operates
aircraft to move cargo from airport to airport in the United
States and around the world, and manages on-demand charters
through its air logistics business.

LEXICON ENVIRONMENTAL: Case Summary and 20 Largest Creditors
Debtor: Lexicon Environmental Associates, Inc.
        790 East Market Street, Suite 270
        West Chester, PA 19382

Type of Business: An environmental consulting firm which
specializes in managing of underground storage tanks and related
environmental consulting and construction management work.

Petition Date: May 2, 2000    Chapter 11

Court: Southern District of New York

Bankruptcy Case No.: 00-11849

Judge: Jeffry H. Gallet

Debtor's Counsel: Scott S. Markowitz
                  Todtman, Nachamie, Spizz & Johns, P.C.
                  425 Park Avenue
                  New York, NY 10022
                  (212) 754-9400
                  Fax: (212) 754-6262

Total Assets: $ 2,088,300
Total Debts:  $ 1,102,000

20 Largest Unsecured Creditors

Tyree Bros Envir Service      Trade     $ 105,166
Yellowstone Industries, Inc.  Trade      $ 59,095
Tank Specialists              Trade      $ 60,707
QC, Inc.                      Trade      $ 45,571
Enpro Services                Trade      $ 37,030
Drilex Environmental, Inc.    Trade      $ 30,069
Center Point Tank Services    Trade      $ 28,383
Salomone Bros., Inc.          Trade      $ 24,820
CBM Construction Co.          Trade      $ 21,426
Tone Tank & Pump, Inc.        Trade      $ 20,080
ISP Automation                Trade      $ 17,100
Jimmie Harper Construction    Trade      $ 12,722     
Sheldon L. Reich, PC          Trade      $ 11,634
Lewis Maintenance Co.         Trade      $ 11,525
E.O. Habhegger Co.            Trade       $ 9,618
McCall Brothers, Inc.         Trade       $ 9,110
Lennon Communications         Trade       $ 8,343
Ideal Electric Company        Trade       $ 7,984
High Associates, Ltd.         Rent       $ 14,714
Lancaster Laboratories        Trade      $ 10,323

MARINER POST ACUTE: Taps Stutman Treister as Lead Counsel
Pursuant to 11 U.S.C. Sec. 327(a), the Debtors sought and
obtained authority to employ Stutman, Treister & Glatt
Professional Corporation as their reorganization counsel as of
the Petition Date in their respective chapter 11 cases.

Isaac M. Pachulski, Esq., leads the engagement from Stutman's Los
Angeles office, assisted by Jeffrey H. Davidson, Esq., Alan
Pedlar, Esq., Michael A. Morris, Esq., K. John Shaffer, Esq.,
Andy Winchell, Esq., and Marina Fineman, Esq.  Specifically,
Stutman will:

(a) advise the Debtors regarding matters of bankruptcy law;

(b) represent the Debtors in proceedings and hearings in the
United States Bankruptcy Court for the District of Delaware
involving matters of bankruptcy law;

(c) advise the Debtors concerning the requirements of the
Bankruptcy Code, federal and local rules relating to the
administration of these cases, and the effect of these cases on
the operation of the Debtors' businesses and affairs; and

(d) assist the Debtors in the negotiation, preparation,
confirmation, and implementation of a plan or plans of

Jeffrey H. Davidson, Esq., a member of the Firm, discloses that
Stutman was retained by the Debtors in mid-1999, and billed over
$1,000,000 for its professional services.  Additionally, Mr.
Davidson discloses client relationships with Bank of New York,
Apollo Management, L.P., Banque Paribas; P. Schoenfeld Asset
Management; Citibank (as expert witness); Oaktree Partners; The
Chase Manhattan Bank; Leucadia National Corporation;
DLJ Realty Capital Partners; Goldman, Sachs & Co.; Merrill Lynch;
Prudential; Appaloosa Management; Oban Financial; Orix Credit
Alliance; Magten Asset Management; and Allstate Insurance Company
in matters wholly unrelated to the Debtors' chapter 11 cases.  
Further, Mr. Davidson is aware that Stutman works with and across
the table from professionals affiliated with Buchalter, Nemer,
Fields & Younger; Gordon & Silver Ltd.; Greenberg, Glusker,
Fields, Clainan & Machtinger; Munger, Tolles & Olson;
Law Offices of Gerald I. Neiter; Owens & Gach Ray; Pachulski,
Stang, Ziehl & Young; and Saltzburg, Ray & Bergman, Mr. Davidson
is confident that Stutman is disinterested within the meaning of
11 U.S.C. Sec. 101(14).  (Mariner Bankruptcy News Issue 4;
Bankruptcy Creditors' Services Inc.)

MICROAGE: To Shut Down Ohio Distribution Center
The Arizona Republic reports on April 27, 2000 that MicroAge Inc.
is closing a giant computer distribution center in Cincinnati by
May 31 as part of its major cutback since filing for Chapter 11
bankruptcy reorganization.  MicroAge spokeswoman Michelle Gorel
said the number of layoffs is unclear, as some of the 80
warehouse workers will be offered transfers to Raleigh, N.C., or

The company, which has 4,600 employees, including 2,600 in
Arizona, is pinning its survival on a dramatic shift to the
Internet.  Two weeks ago, the company's technology services
division announced plans to create a virtual organization with a
mobile sales force rather than a network of branches.

NEW AMERICAN: Health Dept Rescinds Order To Shut Down Facility
Just a day before the scheduled shutdown of the hospital due to
safety violations, the state rescinded its order to close the
facility after inspectors found that the hospital had fixed most
of the problem and was working on the others.

In order to stay open, Puget Sound Hospital did the following:

- It has thrown out all the supplies in the room where the
investigator found dead bugs and mouse droppings, and new
supplies are being purchased.

- The supply room has been moved to another floor of the

- An exterminator will perform daily pest inspections for the
next month, and the hospital will implement a long-term pest
control plan.

- The hospital will add new locks and change old ones in the
operating room area.

- It will purchase lockable anesthesia cards.

- It will install a surveillance camera and hire more security

- The hospital has already changed its rules about escorting

The state health department will continue to monitor the
hospital, with at least one inspection in the next three weeks,
Gary Bennett, director of facilities and services licensing at
the state Department of Health, said.  The state will work with
the hospital to develop a long-range plan for improvement.

The AP reports that the hospital agreed to hire three consultants
to solve the deeper patterns that led to the sanitation and
security problems.  The first consultant will look at infection
control, the second will analyze medication management, and the
third will study the hospital's quality improvement system.  The
hospital has agreed to follow the recommendations of all three
consultants, Bennett said.

NEW AMERICAN: Puget Sound Hospital Ordered Closed
The Seattle Post-Intelligencer reports on April 26, 2000 that the
state ordered Puget Sound Hospital in Tacoma, one of eight
hospitals owned by bankrupt New American to shut its doors
because inspectors found health and safety violations that put
patients at risk.

Hospital officials disputed the assessment and said last week
that they will fight the state's closure order.

Gary Bennett, the Health Department's director of facilities and
services licensing said that the hospital will remain closed
until a formal hearing can be held.

Debtor: Nutramax Products, Inc.,
        51 Blackburn Drive
        Gloucester, MA 01930-0223

Type of Business: Leading consumer health care products companies
and, collectively, the number one manufacturer and marketer of
store brand disposable douches, ready-to-use enemas, pediatric
electrolyte oral maintenance solutions, disposable baby bottles,
cough drops and throat lozenges. The debtor and its subsidiaries
also market a broad line of toothbrushes, dental floss, and
various first aid products for the hospital and industrial safety

Petition Date: May 2, 2000      Chapter 11

Court: District of Delaware

Bankruptcy Case No.: 00-01838

Debtor's Counsel: Lawrence A. First
                  Fried, Frank, Harris, Shriver & Jacobson
                  One New York Plaza
                  New York, New York 10004
                  (212) 859-8000

                  Laura Davis Jones
                  Pachulski, Stang, Ziehl, Young & Jones P.C.
                  919 North Market Street, 16th Floor
                  Wilmington, Delaware 19899-8705
                  (302) 652-4100

Total Assets: $ 61,798,977
Total Debts: $ 103,765,425

NUTRAMAX: Submits Pre-Negotiated Plan of Reorganization
NutraMax Products, Inc. (BB: NMPC) and its subsidiaries filed
voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code.  
The Company has arranged a pre-negotiated agreement with its
existing bank lenders, its subordinated lender, and its principal
equity holders and has submitted it to the bankruptcy court as
the Company's Chapter 11 plan of reorganization.  That plan,
which provides for an $18 million junior loan from the Company's
principal shareholders that may be converted into equity upon
emergence from bankruptcy, is the catalyst for a reorganization
that produces a substantial debt reduction and proposes a
recovery to unsecured creditors.  All shareholders will also be
permitted, under the plan, to subscribe to their share of new
NutraMax common stock.  At the same time, the Company has secured
a commitment for $5 million in interim debtor-in-possession (DIP)
financing from one of its existing bank lenders, which will be
replaced by a $30 million commitment from The CIT Group/Business
Credit Inc. upon final approval by the court.  Of that $30
million, up to $15 million will be used to fund transactions
contemplated as part of the reorganization.  A hearing with
respect to the proposed financing and other matters has been
scheduled for Wednesday, May 3, 2000.

Under the terms of the proposed reorganization, NutraMax has
reached agreements, subject to court approval, to restructure
debt from approximately $ 80 million to approximately $30
million.  Unsecured creditors would receive up to 50% of the
amount of their claim in the form of a note, based upon current
claim estimates.  While the reorganization will result in the
cancellation of the Company's existing common stock, the
reorganization plan also provides that existing NutraMax
shareholders would receive subscription rights in a common
stock offering in the newly reorganized company and would
additionally have beneficial rights to a pro rata share of a
litigation trust. All terms of the proposed financing and
reorganization plan are presently subject to court approval, and
may be modified.

Richard G. Glass, NutraMax's Chief Executive Officer said, "This
is a very positive development for NutraMax as it will enable us
to secure our position as an innovative and valued supplier to
our customers.  The filing of our reorganization plan follows an
extensive evaluation of our business and financial structure.  By
significantly reducing our debt and implementing cost savings and
efficiency programs, NutraMax will emerge from this process as a
stronger and more competitive company.  We are particularly
gratified by the support of our principal shareholders who are
stepping up to lead a significant new investment in the Company.  
Their $18 million commitment reinforces the strength of our
prospects and gives us a stable platform from which to build our

Glass added, "The Chapter 11 process will allow us to continue
our day to day operations while we address the steps necessary to
achieve our financial restructuring.  With the support of our
customers and suppliers, and through the hard work and dedication
of our 830 employees, I am very confident in our ability to reach
new levels of performance in the future."

As part of the Company's overall reorganization plans, there are
many positive components that will support a successful emergence
from Chapter 11:

A new executive management team led by Mr. Glass, and including
David Radeke, President and Chief Operating Officer, Dawn Larson,
Chief Financial Officer, and David Goldstein, Vice President,
Sales & Marketing. Implementation of a combination of price
increases and cost savings programs with an annualized benefit to
the Company of approximately $4 million. Development of short
term strategies to improve management and control of day to day
business; and long term strategies to drive profitable growth in
the future.

NutraMax is a leading consumer health care products company.
In addition, the Company offers a broad range of pharmaceutical
manufacturing capabilities to a select group of contract

OMEGA HEALTHCARE: Announces First Quarter Results
Omega Healthcare Investors, Inc. (NYSE:OHI) today announced
results for the three-month period ended March 31, 2000.

Revenues for the three-month period ended March 31, 2000 were
$26,117,000, a decrease of $3.9 million from the same period last
year. Funds from Operations for the period totaled $0.55 per
share compared with $0.82 for the first quarter of 1999. Earnings
per share before provisions for losses on asset dispositions
in the first quarter totaled $0.26 per share, down from $0.52 per
share from the same quarter of 1999. Total investments at March
31, 2000 were$1,060,000,000.

The reduction in revenues resulted from a $1.4 million provision
for losses on restructuring of customer obligations, reduced
revenue recognition from properties recovered from tenants during
the quarter, and reduced investment caused by 1999 asset sales
and the prepayment and foreclosure of mortgages. Recovered
properties are now operated indirectly by the Company.

Funds from Operations during the quarter totaled $11 million but
the recovered properties required $11.4 million of short-term
working capital associated with these operations. Cash available
for distribution for the quarter was negative. Currently Omega
operates 73 properties indirectly through management agreements
with independent healthcare firms.

Essel W. Bailey, Jr., Chief Executive Officer, stated: "This has
been a challenging quarter in the long-term care industry. We
recovered 18 owned properties and put them in the hands of
capable managers. While this cost both management time and
capital, the transition is going well, and payment from funding
sources is expected to resume during the second quarter, which is
likely to lead to improved cash flows in the second and third
quarters, reducing the temporary investment in working capital."

The Company announced that its Board of Directors today declared
the regular quarterly dividend on the Company's Series A and
Series B preferred stock. Dividends of $.578 and $.539,
respectively, will be paid on May 15, 2000 to holders of record
on May 5, 2000. Omega announced that its Board is continuing
to evaluate the effect of industry trends as reflected in
previous announcements and near term liquidity issues on the
Company's common stock dividend policy.

Mr. Bailey continued, "We are delaying announcement of our
dividend policy with respect to common stock until we conclude
ongoing discussions with our banks and other sources of debt and
equity capital, to address our near term liquidity issues,
including the July, 2000 maturity of $81 million outstanding
exchange notes."

Omega also announced that it has received waivers from its banks
regarding compliance with certain financial covenants under its
revolving credit facility. These waivers extend until June 29,
2000 to permit completion of revised bank loan agreements.

The directors also announced postponement of the annual meeting
currently scheduled for May 3, 2000. The Company expects to
convene a shareholder meeting in late June or July.

Finally, Omega announced that two operators, including one
operator under bankruptcy court protection, recently have resumed
payment of rents and mortgage interest that total approximately
$15 million annually. While payments are now being made as
agreed, there is no assurance that these customers will be able
to continue those payments. Management continues to work with
several financially troubled operators to assure continuing
quality patient care and the payment of obligations owing to the

Omega is a Real Estate Investment Trust investing in and
providing financing to the long-term care industry. At March 31,
2000, it owned or had mortgages on 278 healthcare and assisted
living facilities with more than 28,000 beds located in 29 states
and operated by 26 independent healthcare operating companies.

PAGING NETWORK INC: S&P Cuts Notes To Lowest Rating
Standard & Poor's cut its rating on subordinated notes issued by
Paging Network Inc. , the No. 1 U.S. messaging company, to "D",
its lowest level, after the company defaulted on interest

Standard & Poor's said Dallas-based Paging Network, or PageNet,
failed to make payments on $500 million of 10 percent
subordinated notes due in 2008. S&P  cut its rating on the notes
from single-C, its lowest grade other than default.

PageNet agreed in November to merge with No. 2 rival Westborough,
Mass.-based Arch Communications Group Inc. in an attempt to
survive in a business pressured by intense competition from
larger companies and the availability of more sophisticated
competing technologies.

PageNet and Arch cleared one hurdle in the merger process last
Thursday when the U.S. Federal Communications Commission approved
the transfer of Arch's and PageNet's licenses into a combined
entity. The merger would create a company with more than 16
million wireless communications subscribers. PageNet said on
April 17 it missed a second deadline to file its annual report
with the U.S. Securities and Exchange Commission. As of Tuesday
afternoon, the report was not available on the SEC's "EDGAR"
online database.

On February 3, S&P cut its ratings for PageNet's corporate credit
and some of its other subordinated notes after PageNet said it
would consider filing for bankruptcy reorganization if
bondholders did not agree to conditions of the Arch merger.
PageNet's outstanding 10.125 percent subordinated notes maturing
in 2007, rated single-C by S&P, were bid on Tuesday at 55, up 1
point. PageNet's stock closed Tuesday on Nasdaq at 1-23/32, down
1/16. Arch's stock closed on Nasdaq at 7-1/16, down 9/16.

PATHMARK: S&P Cuts Rating
Standard & Poor's cut its corporate credit and debt ratings for
supermarket operator Pathmark Stores Inc. to its lowest "D"
rating after the company defaulted on interest payments due May

Standard & Poor's cut the ratings after Carteret, N.J.-based
Pathmark, which operates 134 supermarkets in the New York and
Philadelphia metropolitan areas and New Jersey, announced on
Monday that it would take advantage of a 30-day grace period and
not pay $33.3 million of interest due May 1 on two outstanding
note issues.

The rating agency said that it based its decision on the
company's marginal liquidity due to substantial debt maturities
through 2003.

The agency cut Pathmark's corporate credit rating to D from
double-C, a low junk grade, and its rating on the notes to D from
single-C, its lowest grade other than default.

Pathmark said on Monday it would not pay $21.2 million of
interest due May 1 on its $440 million of 9.625 percent senior
subordinated notes maturing in 2003, and $12.1 million due on its
$225 million of 10.75 percent junior subordinated notes, which
also mature in 2003.

The company had said on March 22 it formed an ad hoc committee of
bondholders and was in talks to develop a plan to restructure its
finances and cut debt.

On the same day, it reported a fourth quarter 1999 net loss of
$2.1 million, down from $4.6 million in the same year-earlier
period, on revenues of $956.1 million, up from $916.3 million.

"Pathmark is on track to emerge from the restructuring process
later this year as a financially healthy company," chief
executive Jim Donald said in a statement on Monday. The company
also said it agreed with lenders to waive its compliance through
July 29 with various provisions in a $500 million credit

S&P affirmed its triple-C rating on the credit agreement, and its
single-C rating on $293 million of other Pathmark subordinated
notes. Another leading rating agency, Moody's Investors Service,
last took action on Pathmark's debt on Dec. 16. It rates the
credit agreement B3, a medium junk grade, and rates the notes Ca
through Caa3, all low junk grades.

Just five days before a bankruptcy judge is scheduled to rule on
a $3.5 million purchase agreement between Princeton Hospital and
Lakeside Alternatives Inc., news came out that Morningstar
Healthcare LLC, in a letter to the Agency for Health Care
Administration, which regulates Florida Hospitals, said that it
plans to seek a bankruptcy court judge's approval of its
competing bid for the hospital, reports Greg Groeller of The
Orlando Sentinel.

Morningstar was incorporated on the same day that it sent its
letter to AHCA, according to records kept by Arkansas' Secretary
of State office.

PURINA MILLS: Second Amended Joint Plan Confirmed
On April 7, 2000, the US Bankruptcy Court for the District of
Delaware entered an order confirming the Second Amended Joint
Plan of Reorganization of Purina Mills, Inc.

STERLING PACKAGING: Plan Confirmed Without Objection
Pittsburgh's Bankruptcy Court ruled late Friday that Sterling
Packaging had met the required standards and signed the order
confirming its Plan of Reorganization.  The plan was confirmed
without objection.  Exit financing will be provided by Foothill
Capital Corporation, a division of Wells Fargo. Sterling will
continue to operate as an independent, stand-alone manufacturer
with existing management and operations.

"We've lowered financial leverage, dramatically improved our
productivity, and restructured our entire organization around
leading-edge people, processes and technology," said Stanley
Ruskin, Chief Executive Officer, Sterling Packaging.  "Sterling's
new, state-of-the-art equipment and SAP software will insure our
role as the industry leader in information technology and folding
carton manufacturing, and set the pace for the packaging industry
of the future."

The restructuring conquers the major challenges the company has
historically faced:

-- Reduction of high financial leverage and risk;

-- Upgrade of sheetfed operations to state-of-the-art technology;

-- Expansion of flexographic and laminating capabilities;

-- Upgrade of Pre-Press systems.

Other benefits of the restructuring include:

-- Installation of the world's leading ERP system, SAP software;

-- Expanded partnerships with major raw material suppliers;

-- Completion of ISO 9000 process standardization;

-- An expanded board of directors.

Sterling and Foothill anticipate a final closing within three to
four weeks. Sterling Packaging is a manufacturer of folding
cartons and tissue papers for consumer products, food packaging
and gift boxes.  Privately held, Sterling has provided high
quality, customer service, responsiveness and flexibility in
its work for more than 100 years.  With multiple facilities and a
wide range of manufacturing equipment, Sterling offers state-of-
the-art technology and top-notch personal expertise.  As an
independent company, Sterling has the autonomy to leverage best
in-class suppliers of raw materials and value-added services.  A
midsize organization, Sterling offers an extensive range of
products and services, while maintaining the commitment,
flexibility and service of a smaller firm.

SYSTEM SOFTWARE: Enters Agreement With Gores; Files Chapter 11
System Software Associates, Inc. (OTCBB: SSAX) and Gores
Technology Group, a leading international technology and
management company, announced today that they have entered into a
definitive Asset Purchase Agreement providing for the previously
announced sale by SSA of substantially all of its assets to a
newly-formed subsidiary of Gores for a total of approximately $52
million in cash and 25% of the common stock of the newly-formed

SSA also announced today that it has reached agreement with its
senior secured lenders on the terms of a debtor-in-possession
loan facility and, as expected, has filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court for the District of
Delaware. The Chapter 11 proceeding is intended to, among other
things, allow SSA to complete the sale of its assets in an
expeditious manner pursuant to Section 363 of the Bankruptcy
Code. The proposed DIP facility, which has been submitted for
bankruptcy court approval, provides SSA with up to $5,000,000 of
new funding for operations through May 26, 2000. Extension of the
DIP facility beyond May 26 is subject to approval by SSA's senior
secured lenders of an acceptable budget for such period.

Completion of the Gores transaction, which is scheduled for mid-
June, remains subject to bankruptcy court approval, among other
things. If the Gores transaction is completed, SSA expects that
all of the cash received upon closing of the sale will be used to
pay SSA's senior secured lenders and administrative claims in
bankruptcy, leaving 25% of the common stock of the newly-formed
subsidiary available for claims of unsecured creditors of SSA in
bankruptcy, including the holders of SSA's 7% Convertible
Subordinated Notes due 2002. As previously disclosed, SSA does
not expect any distribution to be made to holders of its equity

System Software Associates is a worldwide ERP software and
services provider with fiscal year 1999 revenue of $316 million.
Its principal product, eBPCS Version 6.1 is primarily sold to the
industrial sector including: automotive, chemicals, consumer
goods, electronics, general manufacturing, food and beverage,
forest products and pharmaceuticals.

Gores Technology Group (GTG) is a leading international
technology acquisition and management company with an aggressive
strategy of acquiring promising high-technology organizations,
products and services, and managing them for increased growth and
profitability. GTG's established infrastructure currently manages
a portfolio of 18 companies that are located in 40 countries
throughout the world. Those companies provide a broad range of
technology-based products and services to a substantial customer
base of 12,500 corporations that represent more than 1.5 million
active users.

TERRA INDUSTRIES: Reports First Quarter Results
Terra Industries Inc. (NYSE: TRA) announced today a net loss of
$19.6 million for the 2000 first quarter ended March 31, or $.26
per share, on revenues of $222.2 million. For the comparable 1999
quarter, after reclassification for the sale of Terra's
Distribution segment, the net loss from continuing operations was
$23.4 million, or $.32 per share, on revenues of $185.7 million.
EBITDA (earnings from continuing operations before interest
expense, taxes, depreciation and amortization) was $9.9
million in the 2000 first quarter compared with a negative $1.3
million in the 1999 first quarter.

The Nitrogen Products business segment recorded revenues of
$198.2 million and an operating loss of $10.3 million compared
with revenues of $179.7 million and an operating loss of $8.7
million for the 1999 first quarter. The $1.6 million operating
loss increase was due to natural gas and other cost increases
partially offset by higher net product selling prices.
Natural gas costs for the quarter increased by 6% when compared
to the 1999 first quarter. Startup of the Beaumont ammonia plant,
a longer-than-expected maintenance turnaround of the Billingham
ammonia plant and an unscheduled outage of the Woodward ammonia
plant contributed to increased 2000 first quarter costs.

First quarter 2000 ammonia and urea selling prices realized were
15% and 29%, respectively, higher than comparable 1999 first
quarter prices while nitrogen solutions prices were about the
same and ammonium nitrate prices declined 11%. The ammonia and
urea prices reflected lower than expected industry-wide supplies
of these products. Nitrogen solutions prices lagged
ammonia and urea prices due to the carryover of dealer storage
fill program pricing into the first quarter. The ammonium nitrate
price decline was due to continued softness in the U.K. and
Western European markets.

The Methanol business segment reported 2000 first quarter
revenues of $21.1 million and an operating loss of $5.8 million
compared with revenues of $10.8 million and an operating loss of
$9.2 million in the 1999 first quarter. The nearly 100% increase
in revenues reflects the two-month shutdown of Terra's Beaumont
plant during the 1999 first quarter when selling prices decreased
to a point below the cost of natural gas required to produce
methanol. The reduced loss was due primarily to a 22% selling
price increase.

Burton M. Joyce, President and CEO of Terra, said, "The first
quarter in total met our expectations as ammonia and urea price
increases offset much of the natural gas and other cost
increases. All of our ammonia and upgrading plants are now
operating at or near capacity in response to customer demand.
Nitrogen solutions and ammonium nitrate selling prices have
increased significantly in recent weeks because of lower
industry-wide supplies and seasonal demand. We have also
experienced methanol price increases. Except for persistently
high natural gas costs, all factors are pointing to a much
improved 2000 second quarter."

TOSHIBA CORP.: Reports 28B Yen group net loss in FY99
Toshiba Corp. said Friday it suffered a consolidated
net loss of 28.00 billion yen for the fiscal year ended
March 31, deeper than the year-earlier loss of 13.90
billion yen.

Toshiba said its consolidated sales grew 8.5% to 5.749
trillion yen, marking the first on-year gain in three
fiscal years.  The company said sales of such products as
semiconductors, liquid crystal products and mobile
communication goods fared well in the latest reporting

In addition, inclusion of the Toshiba Tec Corp. group in
its group results helped underpin on-year sales gain.
Operating profit grew more than threefold to 100.97 billion
yen, exceeding the year-earlier levels for the first time
in four years.

The company attributed the operating profit gains to sales
of personal computers and mobile communications goods.
Stability in semiconductor prices from the second half
contributed to the rapid on-year growth.  But it suffered a
group pretax loss of 44.84 billion yen, compared with the
year-earlier profit of 11.22 billion yen.

The company said it reported 106.39 billion yen in non-
operating expenses linked to last year's settlement of a
U.S. class-action lawsuit over the floppy disk controllers
used in its notebook computers.  In addition, Toshiba
booked other costs related to restructuring of
semiconductor and household electric appliance operations
in the non-operating category.  (Nikkei  28-April-2000)


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Copyright 2000.  All rights reserved.  ISSN 1520-9474.

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