TCR_Public/000505.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

     Friday, May 5, 2000, Vol. 4, No. 89

                     Headlines

ADVANCED MICRO DEVICES: Reconvened Meeting Set For May 25, 2000
ADVANCED RADIO TELECOM: Annual Meeting Set For June 14, 2000
ADVANCED TECHNOLOGIES: Judge Approves Settlement
APPLE ORTHODONTIX: Extension To Reject/Assume Leases
AQUAGENIX: Order Grants Trustee's Motion To Convert Cases

ARM FINANCIAL: Seeks To Extend Exclusivity
BOCA RESEARCH: Annual Meeting Set For May 22, 2000
CASMYN CORP: Name Change to Aries Ventures Inc.
CENTURY FUNDING: Moody's Lowers Ratings On Notes
COHO ENERGY: Commencement of Rights Offering

COLORADO GREENHOUSE: Court Approves Law Firm
COMMERCIAL FINANCIAL: Additional Appointment to Committee
COVENTRY HEALTH CARE: Annual Meeting Set For June 8, 2000
DATAPOINT: Enters Agreement to Sell Operations
DPCS: Notice of Confirmation

EDC: EDC to Seek Chase Manhattan Valuation
GRUPO TRIBASA: Agrees To Strategic Association
HAWAIIAN AIRLINES: For Sale
HOMELAND HOLDING: Annual Meeting set For June 1, 2000
ICO GLOBAL: Reorganization Plan Approved By Court

INTEGRATED PACKAGING: Annual Meeting Set For May 26, 2000
JUDGE GROUP: Annual Meeting Set For June 15, 2000
KEVCO: Annual Meeting Set For June 16, 2000
LAMONTS APPAREL: Reports Agreement With Gottschalks to SEC
LAROCHE INDUSTRIES: Bankruptcy Filing Under Chapter 11

LOEWEN: Motion To Obtain $100,000,000 Replacement DIP Financing
LUMENYTE: Seeks To Employ Turnaround Consultants
MALIBU ENTERTAINMENT: Annual Meeting Set For June 6, 2000
MARINER: Trustee Appoints Committee of Unsecured Creditors
MAXICARE HEALTH PLANS: Snyder Capital Reports Holdings

NEWCOR: EXX To Commence Exchange Offer For All Common Stock
ONEWORLD SYSTEMS: Announces Sale of Assets
ORBIT INTERNATIONAL: Annual Meeting Set For June 26, 2000
PATHMARK: Moody's Confirms Notes; Outlook Remains Negative
PHILIPS INTERNATIONAL: Announces Execution Of Various Contracts

SCAFFOLD CONNECTION: Continues To Work On Plan of Arrangement
SUBMICRON SYSTEMS: Liquidating Chapter 11 Plan is Confirmed
SYBASE: Agrees To Settle Two Consolidated Lawsuits
SYMONS INTERNATIONAL: Annual Meeting Set For May 31, 2000
THIS END UP: Retailer Up For Auction

BOND PRICING For Week of May 1, 2000

                     *********

ADVANCED MICRO DEVICES: Reconvened Meeting Set For May 25, 2000
---------------------------------------------------------------
Advanced Micro Devices, Inc. held its annual meeting of
stockholders on Thursday, April 27, 2000.  After the agendized
business was conducted, the meeting was adjourned to 10:00 a.m.,
local time, on Thursday, May 25, 2000, at One AMD Place,
Sunnyvale, California 94088-3453 for the purpose of considering
and voting upon a proposal adopted by its board of directors to
amend its Restated Certificate of Incorporation to increase the
number of authorized shares of common stock from 250,000,000 to
750,000,000 shares. The amendment would provide the board of
directors increased flexibility to issue shares for various
corporate purposes. In particular, in light of the significant
rise in the market price of the company's common stock, a
number of individual investors are not able to purchase round
lots of the stock in the market. The amendment would provide the
board of directors with the ability to effect a stock split in
the form of a stock dividend, an action that would be
significantly constrained under the present Restated Certificate
of Incorporation. However, the company indicates its
board of directors has no present arrangements, agreements or
plans to issue any of the proposed additional authorized shares
of common stock.

Stockholders of record at the close of business on February 28,
2000are entitled to vote at the reconvened meeting and any
adjournment or postponement thereof. Since the majority of
Advanced Micro Devices outstanding shares must be represented at
the reconvened meeting to constitute a quorum, all stockholders
are urged either to attend the reconvened meeting or to vote by
proxy.


ADVANCED RADIO TELECOM: Annual Meeting Set For June 14, 2000
------------------------------------------------------------
The 2000 annual meeting of Advanced Radio Telecom Corporation is
being held at the Bellevue Hilton, 100 112th Avenue NE, Bellevue,
Washington 98004, on June 14, 2000 at 10:00 a.m. PDT. The
purposes of the annual meeting are to:

1. Approve the issuance of shares in payment for licenses and
other assets of BroadStream Communications Corporation and
affiliates.

  2. Elect two Class I directors.

  3. Attend to any other business properly presented at the
annual meeting.

Only stockholders of record at the close of business on April 26,
2000 can vote at the meeting.


ADVANCED TECHNOLOGIES: Judge Approves Settlement
------------------------------------------------
U.S. Bankruptcy Judge William S. Howard, approved a $ 37 million
settlement for the bankruptcy of Advanced Technologies
International.

Creditors could have their first payments by July. Unsecured
creditors were "extremely pleased", according to a report by the
Associatd Press, that the company will receive about 70 percent
or a total of $8.25 million, taking off legal expenses, of what
they are owed by the three Lexington companies.


APPLE ORTHODONTIX: Extension To Reject/Assume Leases
----------------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order extending the time within which the debtor, Apple
Orthodontix, Inc., may assume or reject unexpired leases of non-
residential real property.  The period within which the debtor
may assume or reject the leases is extended through June 26,
2000.


AQUAGENIX: Order Grants Trustee's Motion To Convert Cases
---------------------------------------------------------
On April 7, 2000, the US Bankruptcy Court for the Southern
District of Florida, Broward Division entered an order converting
the cases of Aquagenix, Inc. and its affiliates to cases under
Chapter 7.


ARM FINANCIAL: Seeks To Extend Exclusivity
------------------------------------------
The debtors, ARM Financial Group, Inc. and Integrity Holdings,
inc. seek to extend the exclusive periods in which to file
Chapter 11 plans and solicit acceptances thereto.

On March 2, 2000, the court approved the debtors' sale of their
insurance companies to The Western and Southern Life Insurance
Company.  The asset sale closed on March 3, 2000.  The court also
approved a settlement agreement pursuant to which the debtors'
$38 million unsecured note issued to GenAmerica Corporation was
canceled.

The debtors have virtually no remaining employees and they have
retained Walker, Truesdell, Radick & Assoc. as their
restructuring agent to provide consulting and management services
relating to the wind-down of their estates.

The debtors seek an extension of their exclusive filing period
and exclusive solicitation period to and including June 19, 2000
and August 16, 2000 respectively.  Although the debtors have made
significant progress toward preparing a plan during the first
four months that these cases have been pending, the debtors need
an additional 60 days to accommodate the passage of the claims
bar date and the completion of the remaining two asset sales.


BOCA RESEARCH: Annual Meeting Set For May 22, 2000
--------------------------------------------------
The annual meeting of shareholders of Boca Research, Inc. will be
held on Monday, May 22, 2000, at 9:00 a.m., Local Time, at the
Sheraton Boca Raton Hotel, 2000 N.W. 19th Street, Boca Raton, FL
33431, for the following purposes:

1.  To elect twelve (12) directors of the company to serve until
the next annual meeting of shareholders.

2.  To consider and act upon a proposal to approve an amendment
to the Boca Research, Inc. 1996 Non-Employee Director Stock
Option Plan to increase the number of shares covered thereby from
200,000 shares to 500,000 shares.

3.  To consider and act upon a proposal to approve an amendment
to the Boca Research, Inc. 1996 Non-Employee Director Stock
Option Plan to increase the number of shares subject to options
issued annually to each non-employee director from 10,000 shares
to 12,000 shares.

4.  To transact such other business as may properly come before
the meeting.

The close of business on March 31, 2000 has been fixed by the
Board of Directors as the record date for the determination of
the shareholders  entitled to notice of and to vote at the
meeting.


CASMYN CORP: Name Change to Aries Ventures Inc.
-----------------------------------------------
Casmyn Corp., a Colorado corporation (the "Company") (OTC: CMYN),
announced that effective April 28, 2000, it has changed its name
to Aries Ventures Inc. (OTC: ARVT), and has reincorporated from
Colorado to Nevada.

In order to receive the cash or the new securities to be issued
pursuant to the Company's Seconded Amended Plan of Reorganization
(the "Plan"), which was confirmed by the United States Bankruptcy
Court for the Central District of California on March 31, 2000,
and which became effective on April 11, 2000, all shareholders
are required to turn in certificates evidencing ownership of the
Company's old common stock and old preferred stock to the
Company's transfer agent for cancellation, as well as to comply
with certain other conditions specified in the Plan. The
Company's transfer agent will effect the share exchange pursuant
to the terms of the
Plan.

Shareholders who hold their shares directly should send their
share certificates to the Company's transfer agent, American
Securities Transfer & Trust, Inc., 12039 West Alameda Parkway,
Suite Z-2, Lakewood, Colorado 80228 (telephone 303-984-4127; fax
303-984-4110), to receive their new securities or the cash
payment.

Shareholders who hold their shares through brokerage accounts
should contact their brokers to send their shares to the
Company's transfer agent for exchange into the new securities or
for the cash payment.

Only shareholders of record on April 11, 2000 will be entitled to
receive the new securities or the cash payment. Any certificates
for old securities that are not presented to the transfer agent
by the close of business on April 10, 2001, one year after the
effective date, will be automatically cancelled without any
further notice or action by the Company.

On April 11, 2000, the Company effected a 1-for-500 reverse split
of its 243,578,142 shares of common stock outstanding and a
conversion of each of the Company's 523,784 shares of preferred
stock outstanding and related claims thereunder into 5.27 shares
of the Company's common stock. Shareholders of record owning less
than 50,000 shares of common stock on April 11, 2000 will receive
a cash payment of $1.00 per share after adjusting for the 1-for-
500 reverse stock split. In conjunction with the shares of common
stock being issued to preferred and common shareholders pursuant
to the Plan, the Company will also issue warrants to such
recipients in accordance with the terms of the Plan. It is
anticipated that there will be a total of approximately 3,500,000
shares of common stock outstanding once the Plan is fully
implemented.


CENTURY FUNDING: Moody's Lowers Ratings On Notes
------------------------------------------------
Moody's Investors Service announced that it was lowering the
rating of the U.S. $30,000,000 Class C Subordinated Notes due
2011 issued by Century Funding Ltd. to B3 from B1. In addition,
the rating agency noted that both these notes and the U.S.
$30,500,000 Class B Floating Rate Senior Subordinate Notes due
2011 issued by Century Funding Ltd. would remain on watch for
possible further downgrade. According to Moody's, the downgrade
results from deterioration in the credit quality of the
collateral pool. The rating agency pointed out that, as of the
most recent monthly report, Century Funding Ltd. was failing the
Class C Principal Coverage Test and that the Average Debt Rating  
of the portfolio (including Defaulted Securities) significantly
exceeded the maximum allowed.


COHO ENERGY: Commencement of Rights Offering
--------------------------------------------
Coho Energy, Inc. (OTCBB:CHOH) announced today the commencement
of the rights offering contemplated by Coho's bankruptcy plan of
reorganization that went effective March 31, 2000.

The rights offering entitles each shareholder of record of Coho's
common stock on March 6, 2000 to receive 0.338 of a right for
every share owned.  Each right entitles the shareholder to
purchase one share of Coho's new common stock at $10.40.
Shareholders are also entitled to over subscribe to the rights
offering on a pro-rata basis.

The rights offering will expire at 5 p.m., New York City time on
May 31, 2000, unless the Company extends the deadline. Materials
for the exercise of the rights are expected to be mailed to
shareholders and nominees within the next week. Shareholders who
hold shares through a broker, dealer or nominee are encouraged to
contact their broker, dealer or nominee to ensure that the
materials are forwarded in a timely manner so that if the
shareholder wishes to participate the election form can be
completed and returned before the expiration date.

Coho Energy, Inc. is a Dallas based oil and gas producer focusing
on exploitation of underdeveloped oil properties in Oklahoma and
Mississippi.


COLORADO GREENHOUSE: Court Approves Law Firm
--------------------------------------------
The US Bankruptcy Court for the District of Colorado entered an
order on April 10, 2000 authorizing the debtor, Colorado
Greenhouse Holdings, Inc. and its affiliates to employ the law
firm of Lindquist, Vennum & Christensen.  The firm's retainer in
the approximate amount of $15,000 is approved.


COMMERCIAL FINANCIAL: Additional Appointment to Committee
---------------------------------------------------------
The United states Trustee gives notice of the additional
appointment to the Asset Backed Securities Committee of the
debtor, Commercial financial Services, Inc.

The creditor newly appointed to the Committee is Tri-Links
Investment Trustee, 2 World Financial Center, Tower B, 17th
Floor, New York, NY 10281.


COVENTRY HEALTH CARE: Annual Meeting Set For June 8, 2000
---------------------------------------------------------
The annual meeting of shareholders of Coventry Health Care, Inc.,
a Delaware corporation, will be held on Thursday, June 8, 2000,
at 9:30 a.m., Eastern Daylight Savings Time, at the offices of
Epstein Becker & Green, P.C., Seventh Floor, 1227 25th Street,
N.W., Washington, D.C. 20037-1156, for the following purposes:

1. To elect three Class III Directors to serve until the annual
meeting of shareholders in 2003;

2. To amend the Amended and Restated 1998 Stock Incentive Plan to
increase the number of shares reserved for issuance from
7,000,000 shares to 9,000,000 shares;

3. To ratify the selection of Arthur Andersen LLP, certified
public accountants, as the company's independent auditors for the
year ending December 31, 2000; and

Only shareholders of record of the outstanding shares of the
company's common stock and Series A Convertible Preferred Stock
at the close of business on April 17, 2000 are entitled to notice
of and to vote at the 2000 annual meeting, notwithstanding the
transfer of any stock on the books of the company after such
record date.


DATAPOINT: Enters Agreement to Sell Operations
----------------------------------------------
Datapoint Corporation (OTCBB:DTPT) announced that it has entered
into a Stock Purchase Agreement to sell its global operations
(other than its e-commerce initiative described below), including
the "Datapoint" name, for $ 49.5 million in cash and the
assumption of net liabilities of $10 million.

A $5 million down payment was placed in escrow by the purchaser.
The purchaser is a newly formed entity that will combine
CallCentric Ltd., a European based company that provides call
center solutions, and Datapoint's operations. The purchase price
is funded by Alchemy Partners, who were advised by KPMG Corporate
Finance.

The transaction is expected to be completed as part of a
reorganization of Datapoint Corporation under Chapter 11 of the
Bankruptcy Code of the United States. A petition for
reorganization has been filed today in the United States
Bankruptcy Court for the District of Delaware. The Company also
has entered into a non-binding agreement in principle with an
informal committee (the "Committee") formed by a majority of the
holders of its outstanding 8 7/8% debentures due June 1, 2006,
that provides for the allocation of the sale proceeds between the
Company and its creditors, as well as equity distributions
to bondholders and existing common and preferred shareholders.
The Company expects to file a "Plan and Disclosure Statement"
detailing the treatment of all creditors and holders of equity
within 30 days.

The sale of the Company's operations is consistent with the
Company's direction to focus its efforts and resources on
acquiring, developing and marketing software with Internet and e-
commerce applications. The Company's recent acquisition of
CoreByte Inc. highlights this effort. The CoreByte subsidiary
specializes in the development of modular, Web-based messaging
and collaboration software. All the fully integrated features of
CoreByte include e-mail, instant messenger, calendar, task
manager, address book, notepad, links manager and file manager.
CoreByte's communications and data management software is both
powerful and inexpensive, thereby meeting the needs of the
smallest business to the largest enterprise. It is fully
customizable at any level and the interface can be designed to
suit the branding needs of a business and/or can support
advertising in a branded online community hosted by network
service providers


DPCS: Notice of Confirmation
----------------------------
The plan of reorganization of DPCS International, Inc. filed on
January 24, 2000 was confirmed on January 27, 2000.  The case
will be closed within 30 days from April 10,. 2000 unless an
objection is filed. (US Bankruptcy Court, Eastern District of
Michigan)


EDC: EDC to Seek Chase Manhattan Valuation
------------------------------------------
According to a report in The Wall Street Journal on May 4, 2000,
Venezuelan utility Electricidad de Caracas, or EDC, is worth more
than twice the amount offered by U.S. utility AES, EDC President
Francisco Aguerrevere was quoted as saying by the Venezuelan
daily El Universal. He characterized AES's bid, announced Friday,
to acquire a 51% EDC stake for $863 million as "unfriendly" and
containing "serious defects," the report said. According to the
report, EDC officials couldn't be reached immediately for
comment. EDC will bring in Chase Manhattan Bank to perform a
valuation of the company's stock, the report quoted Mr.
Aguerrevere as saying.


GRUPO TRIBASA: Agrees To Strategic Association
----------------------------------------------
The Wall Street Journal reports on May 4, 2000 that
ailing Mexican construction company Grupo Tribasa said it agreed
to a "strategic association" with U.S. investment firm Advent
International and Spanish construction company Obrascon Huarte
Lain. The accord calls for a "complete restructuring" of the
company, Tribasa said in a filing with the Mexican Stock
Exchange. Tribasa will get a capital injection of about $150
million and be jointly managed by Advent International and OHL.


HAWAIIAN AIRLINES: For Sale
---------------------------
Hawaiian Airlines Inc. said Wednesday a financial adviser hired
to weigh strategic alternatives has contacted potential investors
or buyers for Hawaii's largest airline.

The airline said it has received inquiries about a possible
purchase or an investment.

The 12th-largest U.S. airline, which ferries passengers among the
islands of Hawaii and between the state, the South Pacific and
six West Coast U.S. cities, said it hasn't made a decision on its
future. The name of its financial adviser was not disclosed.

The Honolulu-based company, which faced losses in the last two
quarters, had overcome a past bankruptcy.

Two years after it emerged from bankruptcy in 1994, Hawaiian
averted filing for Chapter 11 protection a second time when its
unionized employees accepted contract changes because the airline
was running out of cash.

Blaming rising fuel costs, Hawaiian said its first- quarter loss
widened to $ 2.6 million US, or six cents a share, from $169,000,
or one cent, a year ago. Revenue rose to $136 million from $109.7
million.

The company, which has a fleet of 29 aircraft and carries about
five million passengers a year, lost $29.3 million, last year
compared with a profit of $8.2 million a year earlier.


HOMELAND HOLDING: Annual Meeting set For June 1, 2000
-----------------------------------------------------
The annual meeting of stockholders of Homeland Holding
Corporation will be held at the Waterford Marriott Hotel, 6300
Waterford Boulevard, Oklahoma City, Oklahoma, on Thursday, June
1, 2000, at 7:30 a.m., Oklahoma City, Oklahoma time, to consider
the following matters:

1.  the election of seven directors;

2.  a proposal to amend the Homeland Holding Corporation  
1996 Stock Option Plan; and

3.  the transaction of other business that is properly
brought before the meeting.

Pursuant to the Bylaws of the company, the Board of Directors has
fixed the close of business on April 18, 2000, as the date for
determining stockholders of record entitled to notice of, and to
vote at, the annual meeting.


ICO GLOBAL: Reorganization Plan Approved By Court
-------------------------------------------------
ICO Global Communications, the global mobile communications
company, announced that the U.S. Bankruptcy Court has approved
ICO's plan of reorganization at a hearing today in Wilmington,
Delaware.

The plan and related plans of arrangement in Bermuda and the
Cayman Islands have been approved by over 95% of the creditors
and shareholders who voted on the plans.  ICO is seeking approval
of the plans of arrangement in Bermuda and the Cayman Islands
tomorrow, Thursday. ICO is expected to exit from Chapter 11
bankruptcy protection in mid-May.

ICO Global Communications was established in January 1995 as a
private company to provide global mobile personal communications
services by satellite, including digital voice, data, facsimile
and messaging services. Telecommunications pioneer Craig McCaw is
leading a group of international investors to provide the
financing necessary for ICO to emerge from bankruptcy.


INTEGRATED PACKAGING: Annual Meeting Set For May 26, 2000
---------------------------------------------------------
The annual meeting of stockholders of Integrated Packaging
Assembly Corporation, a Delaware corporation, will be held on
Friday, May 26, 2000, at 10:00 a.m., local time, at the company's
offices at 2221 Old Oakland Road, San Jose, California, for the
following purposes:

1.   To elect five (5) directors to serve for the ensuing year
and until their successors are duly elected and qualified.

2.   To ratify the appointment of PricewaterhouseCoopers LLP as
independent auditors for the company for the 2000 fiscal year.

3.   To transact any other business that may properly come before
the meeting.

Only stockholders of record at the close of business on April 20,
2000 are entitled to notice of and to vote at the meeting.


JUDGE GROUP: Annual Meeting Set For June 15, 2000
-------------------------------------------------
The 2000 annual meeting of shareholders of Judge.com, Inc., will
be held at 10:00 a.m. on Thursday, June 15, 2000, at the Adam's
Mark, City Avenue and Monument Road, Philadelphia, Pennsylvania,
for the following purposes:

1.  To elect the Board of Directors;

2.  To ratify the appointment of Rudolph Palitz LLC as the
company's independent accountants for the 2000 fiscal year; and

3.  To transact any other business that may properly arise.

The Board of Directors has fixed the close of business on April
17, 2000 as the record date for the determination of the
shareholders of record entitled to notice of, and to vote at, the
annual meeting.


KEVCO: Annual Meeting Set For June 16, 2000
-------------------------------------------
The annual meeting of shareholders of Kevco, Inc. will be held at
10:00 a.m., local time, on June 16, 2000, at the Marriott
Courtyard, 3150 Riverfront Drive, Fort Worth, Texas 76107. The
items of business are:

          o    Election of directors

          o    Ratification of independent auditors

Only shareholders of record at the close of business on May 17,
2000 are entitled to notice of and to vote at the meeting.


LAMONTS APPAREL: Reports Agreement With Gottschalks to SEC
----------------------------------------------------------
Lamonts Apparel, Inc., which operates 38 casual lifestyle and
apparel stores in five Northwestern states, reports to the SEC
its announcement of the signing of an agreement that allows
Gottschalks, Inc., a regional department store chain that
operates 42 department stores and 20 specialty apparel stores in
the West and Northwest, to acquire Lamonts' stores as an asset
purchase, subject to approval by the Bankruptcy Court.

Under the agreement, Gottschalks will acquire all of Lamonts'
store leases, fixtures, and equipment. Gottschalks also intends
to offer employment to substantially all of Lamonts' store
employees and managers. In anticipation of a new owner, Lamonts'
current inventory will be sold; a hearing is scheduled for May 8,
2000 to review the inventory sales, which would commence on or
about May 10, 2000. A hearing on the asset purchase
agreement is scheduled for May 15, 2000.

Alan R. Schlesinger, Lamonts chairman of the board, stated that
"the sale to Gottschalks represents the best means to fulfill our
fiduciary responsibilities and maximize recovery to our
creditors. We believe this is an excellent match that will permit
a well-established retailer to offer the type of retail apparel
and domestic goods upon which Lamonts' customers depend. We are
very pleased that Lamonts' communities will continue to be
serviced in the manner they have come to expect during our 30
years of operation, and we thank our thousands of loyal customers
for their support during this time."

"We are equally pleased that our dedicated store employees will
have the opportunity for continued employment. Our employees have
been an important element in the Lamonts team over the years, and
I want to take this opportunity to acknowledge publicly their
support and dedication."

Lamonts' 115 corporate employees in Kirkland, Wash. in the
greater Seattle area will continue to receive compensation and
benefits for at least 60 days, or until June 24, 2000. When the
sale is finalized, Lamonts' corporate office staff will be
released to pursue other employment opportunities.

The committee representing Lamonts' unsecured creditors has
indicated support for the sale. The company anticipates
completion of its reorganization proceedings within the next
eight months.

Founded in 1967, Lamonts Apparel, Inc. operates 38 stores in
Alaska, Idaho, Oregon, Utah, and Washington. The company is
headquartered in Kirkland, Wash., employs approximately 1,500
people, and has annual sales of approximately $210 million. The
company voluntarily filed to reorganize under Chapter 11 on Jan.
4.

Founded in 1904, Gottschalks, Inc. is a regional department store
chain based in Fresno, Calif. with annual sales including leased
departments of approximately $568 million. The original 10,000
square-foot dry goods store has grown to encompass 42 department
and 20 specialty apparel stores in California, Nevada, Oregon,
and Washington. Stores operate under the names Gottschalks,
Harris/Gottschalks, or Village East. The chain offers moderate
to better brand-name fashion apparel, cosmetics, shoes,
accessories and home merchandise.


LAROCHE INDUSTRIES: Bankruptcy Filing Under Chapter 11
------------------------------------------------------
LaRoche Industries Inc. today filed for protection under Chapter
11 of the U.S. Bankruptcy Code. The filing was made in the U.S.
Bankruptcy Court for the District of Delaware, located in
Wilmington.

Bud Ingalls, president and chief executive officer, assured
LaRoche Industries' customers that the company's manufacturing
operations and product shipments would continue uninterrupted.
"Filing for Chapter 11 was a very difficult decision for us, but
one we believe was necessary to secure the financial resources
and framework needed to support our customers, vendors and
employees," said Ingalls. "Chapter 11 protection will give
management the time and interim financing necessary to address
our burdensome capital structure and enable our operations
personnel to focus on running the business and serving
customers."

Company officials cited high debt levels combined with depressed
market conditions and the forced outage of its Louisiana chlor-
alkali plant last summer as the primary causes of its declining
cash situation. LaRoche Industries announced March 10 that it
would not make its $8.3 million bond interest payment due March
15, 2000, and that it was pursuing a financial restructuring
plan.

The company also announced that it has negotiated a "debtor-in-
possession" (DIP) financing facility with The Chase Manhattan
Bank, which upon court approval, will provide an additional$25
million revolving credit facility to LaRoche Industries for an
18-month period. Management believes that this DIP facility,
together with existing cash balances and revenue streams, should
be sufficient to provide for the company's ongoing liquidity
needs until a debt restructuring plan is in place.

The management and the board of directors of LaRoche Industries
said they are continuing to work closely with the committees of
its key creditors to reorganize and restructure the company's
indebtedness as quickly as possible.

"Our focus and intention is to emerge from this reorganization as
a financially healthier and more stable organization that is
competitive in its markets and consistently delivers quality and
service to its customers," said Ingalls.

LaRoche Industries is a worldwide producer and distributor of
nitrogen, chlor-alkali and fluorocarbon chemical products, with
operations throughout the United States, Germany and France.


LOEWEN: Motion To Obtain $100,000,000 Replacement DIP Financing
---------------------------------------------------------------
The Debtors seek the Court's authority to:

(1) enter into a Replacement DIP Facility, a $100 million
revolving credit facility with First Union;

(2) use their secured lenders' cash collateral; and

(3) grant adequate protection to certain existing secured
lenders.

The Debtors seek the replacement because:

(a) The existing $200 million lending commitment substantially
exceeds the Debtors' anticipated credit needs and the unused
portion entails needless commitment fees;

(b) The existing DIP Facility imposes burdensome financial
covenants;   

(c) The relatively large size of the lender group has
significantly increased administrative burdens on the Debtors.

On April 12, 2000, the Debtors reached agreement in principle
with First Union on the terms and conditions of the proposed
Replacement DIP Facility. Pursuant to the April 18 Court
approval, the Debtors have:

   (1) entered into the Commitment Letter and the Fee Letter with
First Union and First Union Securities, Inc., an affiliate of
First Union;

   (2) paid First Union and its affiliate First Union Securities,
Inc. a nonrefundable Arrangement Fee upon First Union's advice
that it has commenced its efforts to syndicate the Replacement
DIP Facility and to document the new facility.
           
The Debtors' prepetition senior indebtedness consists primarily
of certain borrowings that all share certain collateral and
guaranties on a pari passu basis under a Collateral Trust
Agreement. These borrowings, of an aggregate outstanding
principal amount of approximately $2.0 billion.

The Debtors assert that a working capital facility of the type
and magnitude needed could not have been obtained on an unsecured
basis and none of the institutions from whom the Debtors sought a
financing facility prior to the Petition Date were willing to
extend credit to the Debtors on an unsecured basis.

The Debtors tell Judge Walsh the terms contemplated under the
Replacement DIP Facility are the best that they can obtain.  They
stress that the Replacement DIP Facility will enable them to
maintain adequate financial liquidity at reduced costs and
administrative burdens, and accordingly is necessary to preserve
the Estates' assets. The Debtors again recommend the Replacement
DIP Facility for the reduced number and scope of the financial
covenants and the smaller lending group pursuant to it.

The pricing structure under the Replacement DIP Facility, the
Debtors say, is reasonable and at least as favorable as or, in
certain instances, more favorable than the pricing structure
under the Existing DIP Facility. They represent that the Terms of
the Replacement DIP Facility are fair, reasonable and adequate
and were negotiated in good faith. (Loewen Bankruptcy News Issue
22; Bankruptcy Creditors' Services Inc.)


LUMENYTE: Taps Mosier and Gordon as Turnaround Consultants
----------------------------------------------------------
The debtor, Lumenyte International Corporation seeks approval of
the bankruptcy court to employ Robert P. Mosier and Ellen K.
Gordon nunc pro tunc as interim Chief Executive Officer and
Executive Vice president for the period of January 25, 2000
through February 11, 2000, and as its turnaround management
consultants for the period after February 12, 2000.

Mosier's proposed hourly compensation is $250 and Gordon's
proposed hourly compensation is $150, subject to approval of the
court.


MALIBU ENTERTAINMENT: Annual Meeting Set For June 6, 2000
---------------------------------------------------------
The annual meeting of shareholders of Malibu Entertainment
Worldwide, Inc. will be held at the SpeedZone, 11130 Malibu
Drive, Dallas, Texas, on Tuesday, June 6, 2000, at 11:00 a.m.
local time.

Record holders of shares of Malibu common stock as of the close
of business on May 2, 2000 are entitled to vote at the meeting.
On that date, 57,142,547 Malibu common shares were outstanding
and each share is entitled to one vote.

Stockholders will be voting on:

- Election of seven directors for terms ending at the 2001 annual
meeting of shareholders.

- Any other business properly brought before the meeting.

MEI Holdings, L.P., the holder of 67% of the Malibu common
shares, has informed the company that it intends to vote its
shares in favor of each of the nominees and any other matter that
properly comes before the meeting. Accordingly, each of the
director nominees will be elected and any other matter properly
brought before the meeting will be approved as a result of MEI
Holdings' vote, regardless of how many other Malibu shareholders
vote.


MARINER: Trustee Appoints Committee of Unsecured Creditors
----------------------------------------------------------
The United States Trustee for Region III appointed, pursuant to
11 U.S.C. Sec. 1102(a)(1), eight creditors to serve on the
Statutory Committee of Unsecured Creditors of Mariner Post-Acute
Network, Inc., and its direct and indirect wholly-owned
subsidiaries:

      * Nationwide Health Properties, Inc.
      * The Bank of New York
      * Fidelity Investments
      * Merrill Lynch Asset Management
      * Neighborcare Pharmacy, Inc.  
      * Novacare, Inc.
      * PYA/Monarch
      * SunAmerica, Inc.

Mr. David Barr of Neighborcare serves as Chariman for the MPAN
Creditors' Committee. (Mariner Bankruptcy News Issue 4;
Bankruptcy Creditor's Service Inc.)


MAXICARE HEALTH PLANS: Snyder Capital Reports Holdings
------------------------------------------------------
Snyder Capital Management, L.P. and Snyder Capital Management,
Inc. beneficially own 5,027,000 shares of the common stock of
Maxicare Health Plans Inc., which represents 28% of the
outstanding shares of common stock of the company.  The entities
share voting powers over 4,544,100 such shares and shared
dispositive powers over the 5,027,000 shares.

Snyder Capital Management, L.P. is an investment adviser
registered under the Investment Advisers Act of 1940.  Snyder
Capital Management Inc. is the sole general partner of Snyder
Capital Management. L.P.  


NEWCOR: EXX To Commence Exchange Offer For All Common Stock
-----------------------------------------------------------
EXX Inc., a Nevada corporation, intends to commence an exchange
offer for all of the approximately 4,222,300 outstanding common
shares, $1.00 par value, and the associated preferred stock
purchase rights, of Newcor, Inc. not already owned by EXX Inc, to
be exchanged for shares of EXX Class A common stock, $0.01 par
value, and/or cash, the aggregate amount of such stock and/or
cash equal to $4.00 per share of Newcor common stock.  This
offer represents a premium of approximately 113% over Newcor's
closing price on April 27, 2000, which was $1.875 per share.  EXX
currently owns approximately 14% of the outstanding shares of
Newcor.

EXX anticipates the offer will commence as soon as practicable
and is not subject to any financing contingency.  This offer is
being announced after several requests by EXX to negotiate a
mutually acceptable transaction with Newcor's Board of Directors,
to which, it is reported, Newcor's board did not respond in a
meaningful way.

EXX believes that the offer delivers significant and immediate
value to Newcor stockholders.  Additionally, EXX prefers to meet
with representatives of Newcor to pursue meaningful negotiations
but, if not, EXX believes that Newcor stockholders should be
given the opportunity to consider and act upon the offer.


ONEWORLD SYSTEMS: Announces Sale of Assets
------------------------------------------
OneWorld Systems, Inc. (OTC BB:OWLD) announced today that after
receiving stockholder approval of the previously announced sale
of substantially all of its assets to Tut Systems for
approximately $2 million, the company completed the sale to Tut
Systems.

The company confirmed that its stockholders also approved the
dissolution of the company. The company filed a certificate of
dissolution today. After paying the company's creditors, the
company expects that holders of the company's common stock will
lose their entire investment.


ORBIT INTERNATIONAL: Annual Meeting Set For June 26, 2000
---------------------------------------------------------
The annual meeting of stockholders of Orbit International Corp.
will be held at the offices of the company at 80 Cabot Court,
Hauppauge, New York 11788, at 10:00 a.m., Eastern Daylight
Savings Time, on June 26, 2000, for the following purposes:

1.   To elect the Board of Directors for the ensuing year.

2.   To consider and act upon a proposal to amend the company's
Certificate of Incorporation to reduce the authorized number of
shares of common stock from 25,000,000 to 10,000,000.

3.   To consider and act upon a proposal to adopt the company's
2000 Stock Option Plan.

4.   To ratify the appointment of Goldstein Golub Kessler, LLP as
independent auditors and accountants for the company for the
fiscal year ending December 31, 2000.

5.   To transact any other business that may properly come before
the meeting.

All stockholders are invited to attend the meeting.  Stockholders
of record at the close of business on May 15, 2000, the record
date fixed by the Board of Directors, are entitled to notice of,
and to vote at, the meeting.


PATHMARK: Moody's Confirms Notes; Outlook Remains Negative
----------------------------------------------------------
Moody's Investor's Service confirmed the following ratings of
Pathmark Stores:

$500 million secured bank facility at B3;

$440 million 9 5/8% senior subordinated notes, due 5/1/2003, at
Caa3;

$200 million 11 5/8% subordinated notes, due 6/15/2002, at Ca;
and

$ 96 million 12 5/8% subordinated debentures, due 6/15/2002, at
Ca.

Moody's lowered the following rating of Pathmark Stores:

$225 million 10 3/4% junior subordinated notes, due 11/1/2003, to
C from Ca.

The senior implied rating was confirmed at Caa1, and the issuer
rating was confirmed at Caa2. The outlook remains negative.

Moody's rating action was prompted by the company's technical
default on the May 1, 2000 interest payments of $21.2 million on
the senior subordinate notes and $12.1 million on the junior
subordinated notes, and resulting imminent timeframe in which to
restructure its substantial debt load.

The ratings continue to reflect the overleveraged financial
condition of the company, tough competitive conditions in the New
York metropolitan area, and limited investment in store
facilities in recent years. The ratings also consider our
estimate of the company's enterprise value and the priority of
claims in a distressed scenario.

The B3 rating on the secured facility reflects that these loans
are secured by the company's assets, including significant
implied value from leasehold interests. The Caa3 rating on the
senior subordinated notes arises from their contractual
subordination to a significant amount of senior secured debt, and
considers that these notes are moderately impaired. The Ca rating
on the subordinated notes and subordinated debentures recognizes
that these securities are significantly impaired, while the C
rating on the junior subordinated notes contemplates little to no
recovery.

The negative outlook reflects the heightened risk that the
company's operations may deteriorate, while it strives to achieve
a consensual financial restructuring plan in the near term.

The company achieved a respectable EBITDA margin of 5.7% of
revenue for the fiscal year ended January 31, 2000. Although
EBITDA was about 1.3 times interest expense, this cushioin
provides insufficient cash flow for the company to address its
significant deferred maintenance backlog. EBITDA covered interest
expense plus capital outlays only about 1.0 times. Debt was about
7.3 times EBITDA over the fiscal year.

Pathmark Stores Inc., headquartered in Carteret, New Jersey,
operates approximately 135 supermarkets in the New York, New
Jersey, and Philadelphia metropolitan areas.


PHILIPS INTERNATIONAL: Announces Execution Of Various Contracts
---------------------------------------------------------------
Philips International Realty Corp. (NYSE - PHR, the "Company"), a
New York City based real estate investment trust, announced today
that the Company has now executed various contracts pertaining to
certain asset sales and the plan of liquidation authorized by a
special committee of the independent members (the "Independent
Committee") of its Board of Directors on April 17, 2000.

Specifically, the contracts executed pertain to (i) the
disposition of fifteen shopping centers comprising the Company's
New York area portfolio and certain other properties to the Kimco
Income REIT, a private partnership in which Kimco Realty
Corporation is a partner, for a total consideration of
approximately$206 million (the "Kimco transaction"), and (ii) the
distribution of interests in four shopping center properties in
Hialeah, Florida, and the sale of the Company's interests in two
retail/residential redevelopment sites (having a total value of
approximately $131 million), to certain limited partners (the
"Unit Holders") in Philips International Realty, LP (the
"Operating Partnership") including Mr. Philip Pilevsky, the
Company's Chairman and CEO, in redemption of their entire
interests in the Operating Partnership (the "Unit Holders'
Transaction").


SCAFFOLD CONNECTION: Continues To Work On Plan of Arrangement
-------------------------------------------------------------
Scobey Hartley, President and CEO of Scaffold Connection
Corporation (SFD:TSE) reports the Company continues to work on
its Plan of Arrangement and Compromise ("the Plan") and recently
had the stay granted under CCAA extended to July 31, 2000 by the
Court of Queen's Bench of Alberta ("the Court").

The Court also approved the procedure for proving and valuing the
claims of creditors, and an appeal mechanism to the
Monitor/claim's officer with respect to any disputed claims. The
Court has established a "claim bar date" of June 19, 2000 after
which claims will not be recognized.

Shareholders and creditors will be provided an information
circular including a summary of the Plan and its impact on the
various stakeholders. As the Plan includes the issuance of common
shares to satisfy the debt of certain creditors, regulatory and
shareholder approval will be required in addition to creditor
approval.  Votes on the Amended and Restated Plan of Arrangement
and Compromise will occur between June 21 and July 31, 2000.

The Company reports that NOVA Chemicals Corporation has awarded
Scaffold Connection additional work on NOVA Chemical's J-2000
Expansion Project. The additional work is for the supply of
scaffold material and labour for the commissioning of the J-2000
plants at Joffre, Alberta.

Scaffold Connection's seating division has received a Letter of
Intent from the Calgary Grey Cup committee for the supply of
temporary bleachers. The Company will supply more than 10,000
seats for this high profile event in November 2000. The estimated
value of this contract is $500,000.

Work has begun for the erection of 43,000 seats as well as
hospitality suites for the Formula One race in Montreal June
2000. This contract has an estimated value of $1,450,000.

The contract has been finalized for 2000 Toronto Molson Indy,
produced by Molstar Sports Entertainment Group. This contract is
for 36,000 seats and hospitality suites in July 2000 and has an
estimated value of $1,250,000.


SUBMICRON SYSTEMS: Liquidating Chapter 11 Plan is Confirmed
-----------------------------------------------------------
SubMicron Systems Corporation (OTC Bulletin Board: SUBM), which
filed its voluntary Petition under Chapter 11 of the Federal
Bankruptcy Code on September 1, 1999 and consummated the sale of
substantially all of its assets pursuant to Bankruptcy Court
Order in October 1999, has announced that its Liquidating
Chapter 11 Plan was confirmed by the United States District Court
for the District of Delaware on May 3, 2000.

The Effective Date of the Plan is May 16, 2000 at which time all
remaining assets will be transferred to a Plan Administrator to
be designated by the Official Committee of Unsecured Creditors.
As previously reported, in accordance with the Plan, all shares
of SubMicron stock will be cancelled on the Effective Date.


SYBASE: Agrees To Settle Two Consolidated Lawsuits
--------------------------------------------------
Sybase, Inc. has agreed to settle two consolidated lawsuits filed
against the company and its officers and directors arising out of
the company's restatement of financial results for 1997.

The first settlement resolves the consolidated federal securities
class action lawsuits. The second settlement resolves
consolidated shareholder derivative lawsuits filed in California
State court. Both settlements are subject to court approval.

Since the company has also settled, subject to court approval,
consolidated lawsuits filed against the company and its officers
and directors following the company's announcement of its
preliminary results for the quarter ended March 31, 1995, all
pending securities class actions against Sybase have
now been settled.

Daniel Carl, Sybase vice president, corporate general counsel and
secretary, said the company believes that the settlements are in
the best interests of Sybase and its shareholders since they
remove the uncertainty, expense, and distraction of continuing
litigation. He pointed out that the settlements will have no
financial impact on the company going forward.

Headquartered in Emeryville, CA, Sybase, Inc., is one of the
largest global independent software companies. Sybase helps
businesses integrate, manage and deliver applications, content
and data anywhere they are needed. The company's products,
combined with its world-class professional services and
partner technologies, provide a comprehensive platform for
integrated, end-to-end solutions in mobile and embedded
computing, data warehousing and Web environments. Sybase focuses
especially on Enterprise Portal (EP) solutions, which give
businesses the ability to extend their enterprise to customers,
partners and suppliers by converting stored data into useful
information, which can be organized, integrated and personalized
for use anywhere at anytime.  Sybase customers represent the
industries leading the global economy, with strong concentrations
in financial services, public sector, telecommunications and
healthcare.


SYMONS INTERNATIONAL: Annual Meeting Set For May 31, 2000
---------------------------------------------------------
The annual meeting of shareholders of Symons International Group,
Inc. will be held at the company's offices, 4720 Kingsway Drive,
Indianapolis, Indiana on Wednesday, May 31, 2000, at 10:00 a.m.,
Indianapolis time.

The meeting will be held for the following purposes:

Election of the directors for terms to expire in 2003.

Ratification of the appointment of BDO Seidman, L.L.P. as
auditors for the company for the year ending December 31, 2000.

Shareholders of record as of the close of business on April 21,
2000 are entitled to vote at the meeting.


THIS END UP: Retailer Up For Auction
-------------------------------------
A U.S. Bankruptcy Court judge in Delaware yesterday approved
holding an auction to sell all or part of the chain to the
highest bidder.

The auction, scheduled for Thursday, is the Richmond-based
retailer's last effort to sell the chain as an ongoing business.

"The whole reason for this is to find any real potential
purchasers and get them out in the open to maximize the value of
the estate," said David W. Carickhoff, a lawyer in Delaware
representing This End Up in its bankruptcy case.

The auction comes a week after news of a potential offer to buy
This End Up's contract sales division and its primary
manufacturing plant.

Negotiations apparently have ended on that deal, said Norman N.
Kinel, a New York lawyer representing the committee of unsecured
creditors, who are mostly the chain's suppliers.
The auction is necessary because the chain's primary lender,
Congress Financial Corp., probably won't provide financing to
This End Up beyond the next two weeks, court records show.  
Without such funding, the chain won't be able to operate. To help
find a potential buyer, the judge also approved the hiring of
consulting firm BDO Corporate Finance, which has extensive
contacts in the furniture industry.  The hope is to find a buyer
for the entire chain rather than selling it piecemeal or
liquidating it, Kinel said.

"At this point, it is clear that this company is going to be sold
either in whole or in parts or, if it is not sold, it will be
liquidated," Kinel said.


BOND PRICING For Week of May 1, 2000
====================================
DLS Capital Partners, Inc., bond pricing for week of May 1, 2000

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07              11 - 13 (f)
Advantica 11 1/4 '08               64 - 67
Asia Pulp & Paper 11 3/4 '05       82 - 83
Conseco 9 '06                      55 - 57
E & S Holdings 10 3/8 '06          35 - 37
Fruit of the Loom 6 1/2 '03        50 - 52 (f)
Genesis Health 9 3/4 '05           13 - 15 (f)
Geneva Steel 11 1/8 '01            18 - 20 (f)
Globalstar 11 1/4 '04              35 - 37
Iridium 14 '05                      2 - 3 (f)
Loewen 7.20 '03                    44 - 46 (f)
Paging Network 10 1/8 '07          52 - 54 (f)
Pathmark 11 5/8 '02                27 - 30 (f)
Pillowtex 10 '06                   39 - 41
Revlon 8 5/8 '08                   50 - 52
Rite Aid 6.70 '01                  66 - 69
Service Merchandise 9 '04           9 - 11 (f)
Trump Atlantic 11 1/2 '06          70 - 72
TWA 11 3/8 '06                     29 - 30
Vencor 9 7/8 '08                   18 - 20


                    *********

S U B S C R I P T I O N   I N F O R M A T I O N Troubled Company
Reporter is a daily newsletter, co-published by Bankruptcy
Creditors' Service, Inc., Trenton, NJ, and Beard Group, Inc.,
Washington, DC. Debra Brennan, Yvonne L. Metzler,
Edem Alfeche and Ronald Ladia, Editors.

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

This material is copyrighted and any commercial use, resale or
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