TCR_Public/000508.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R

     Monday, May 8, 2000, Vol. 4, No. 90

                     Headlines

ALTIVA FINANCIAL/MEGO: Moody's Confirms Securitizations Ratings
AMES: First Quarter Financials Worse Than Expected
APPLE ORTHODONTIX: Final Hearing on Post Petition Financing
ARBUCKLE WILDERNESS: Former Owner Ordered To Pay $400,000
BAPTIST FOUNDATION: Court OK's Sale of Chaparral Pines For $9.6MM

BAPTIST FOUNDATION: Judge Rules to Renegotiate Lawyer Fees
BOOKLAND OF MAINE: Files Chapter 11
BOSTON MARKET: Submits Revised Reorganization Plan
BUSH LEASING: Seeks Extension of Exclusivity
CONTINUUM GROUP: Announces Stock Adjustment

EINSTEIN/NOAH: Closes 2 Utah Stores
FAMILY GOLF CENTERS: Files Voluntary Petition Under Chapter 11
GENICOM(Canada): Phoenix Canada Oil Acquires Genicom Canada
GULF STATES: To Fund Cleanup Under Proposed Settlement
HANDY & HARMAN: Seeks Order Authorizing Use of Cash Collateral

LAROCHE INDUSTRIES: Case Summary and 20 Largest Creditors
MATTEL INC: CEO Severance Pay
McCULLOCH NORTH AMERICAN: Former Employees to Get Full Pensions
MERCURY AIR: Reports Third Quarter and Nine Month Results
MICROAGE: Bankruptcy Freezes Workers' Severance Checks

NATIONSWAY:  Former Employees To Receive Back Pay
NEWCOR: Announces Undisclosed Financing Condition
NUTRAMAX: Milberg Weiss Announces Class Action Against Officers
PATHMARK: Moody's Lowers Ratings Due To Technical Default
POS SYSTEMS: Files For Chapter 11

RANDALL'S ISLAND: Case Summary and 20 Largest Unsecured Creditors
RELIASTAR FINANCIAL: To Consider Buyout
ROYAL OAK: Delisting of Common Shares From Toronto Stock Exchange
SAUCY BREAD: Seeks Bankruptcy Protection
SYSTEM SOFTWARE: Case Summary and 20 Largest Unsecured Creditors
U.S. OFFICE PRODUCTS: MBE Sale Seen Due to Potential Bankruptcy

                     *********

ALTIVA FINANCIAL/MEGO: Moody's Confirms Securitizations Ratings
---------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of Altiva
Financial's home equity loan securities. Altiva was formerly
known as Mego Mortgage Corporation. The confirmation covers all
senior certificates issued in Mego's 1996-1 through 1997-2
securitizations, which are all the Mego deals rated by Moody's.
Altiva recently announced that it is ceasing operations.

Moody's associate analyst, Wendy Kraft, explained that the
confirmation reflects the strong structural aspects of the
transactions which insulate them from the financial decline and
operational problems that have recently beset Altiva Financial.
All of the certificates are guaranteed by MBIA Insurance
Corporation, which is rated Aaa by Moody's.

Altiva Financial is the originator and servicer of the home
equity and home improvement loans underlying the transactions.
Altiva, located in Atlanta, Georgia, commenced operations in
1994. Altiva's long term unsecured senior debt rating is Ca.


AMES: First Quarter Financials Worse Than Expected
--------------------------------------------------
According to a report in TheStreet.com on May 4, 2000, Ames
discount stores reported a second straight month of slow same-
store sales. That underperformance will cause a greater-than-
expected first-quarter loss, the company said. And that news sent
the company's shares down 30%.

Ames Chairman and CEO Joseph Ettore said that while weather hit
sales of patio furniture, grills and other seasonal items, Easter
merchandise sold out. "We will be well-positioned to meet our
customers' needs as the weather warms up in May," he said.


APPLE ORTHODONTIX: Final Hearing on Post Petition Financing
-----------------------------------------------------------------
The US Bankruptcy Court, Southern District of Texas, Houston
Division, will conduct a final hearing on the motion for an order
authorizing post-petition financing, use of cash collateral and
provision of adequate protection on May 15, 2000 at 4:00 PM at
the US Bankruptcy Court, 515 Rusk, Houston, Tx.


ARBUCKLE WILDERNESS: Former Owner Ordered To Pay $400,000
---------------------------------------------------------
According to a report in THE DAILY OKLAHOMAN on May 03, 2000,
a former owner of Arbuckle Wilderness has been ordered to pay
more than $ 400,000 to creditors as part of a Chapter 11
bankruptcy reorganization.

A bankruptcy judge accused Lena Clancy and her son, Mike, of
helping themselves "to all available cash and assets" after it
became clear they would not be able to make enough money from a
park sale to get out of debt.

In a scathing opinion issued March 23, Judge Tom R. Cornish of
Okmulgee ruled on several matters concerning the park's debt. He
wrote that Lena Clancy inherited a debt-ridden park when she
became the sole owner in January 1997. Then after filing for
reorganization and without court approval, she used park funds to
pay personal loans and expenses.

She also illegally transferred park property, the judge wrote.

Clancy said the judge "was dead wrong" in his ruling and that
she has appealed to the federal court in Muskogee.

Clancy said she has lost about $ 300,000 in the Arbuckle
Wilderness venture and vows to keep fighting to clear her name.

"I've worked a long time to accumulate what I have, but I never
took a penny from Arbuckle Wilderness," she said. "This has been
twisted all around in an absolute lie."

Clancy, a certified financial planner from Durant, was a 30
percent owner of Honey Creek Entertainment Inc. in 1994 when it
bought Arbuckle Wilderness from the Murray County Industrial
Authority. There were immediate problems, in part because another
Honey Creek partner, Ron Armitage, had operated the park for the
industrial authority.

In July 1997, Clancy filed for Chapter 11 reorganization,
listing $ 3.4 million owed to creditors, including more than $ 2
million to the First National Bank of Durant.

Clancy continued running the park until February 1999, when Ken
Mather, a Tulsa attorney, was named the court-appointed trustee.

Arbuckle Wilderness was sold in July for $ 1.1 million to Wayne
Shambo, a Mathis, Texas, rancher. It is open for business.


BAPTIST FOUNDATION: Court OK's Sale of Chaparral Pines For $9.6MM
-----------------------------------------------------------------
THE ARIZONA REPUBLIC reports on May 4, 2000 that the Baptist
Foundation of Arizona was given permission Wednesday to sell its
share in Chaparral Pines, an upscale housing and golf development
near Payson, for $9.6 million.

Judge George Nielsen of U.S. Bankruptcy Court approved the sale
to Chaparral Partners LLC, which already owns a $2 million
interest in the development.

The sale was approved over the objections of the National Land
Co. of Scottsdale, which placed a bid $500,000 higher for the
foundation's share. National Land offered $12.1 million, $10.1
million of which would have gone to the foundation. The other $2
million would have been used to buy out the Chaparral Partners
interest.

"I haven't heard any testimony today as to why $500,000 more
isn't considered higher and better," Paul Basta, a lawyer for
National Land, said during a Bankruptcy Court hearing on the
sale. "It's $500,000. For the life of me, I just don't understand
it."

Basta also complained to the court that his clients had
difficulty obtaining pertinent financial information about the
property from the foundation and the minority partner before
making its bid.

But attorneys for the foundation and a committee representing its
investors opposed the National Land offer, mainly because it was
contingent on the company securing financing. Chaparral Partners
already has financing and plans to close the sale by next month.

Nielsen acknowledged that more money would be better for the
foundation's investors, but he also expressed concern that
National Land's loan could fall through.


BAPTIST FOUNDATION: Judge Rules to Renegotiate Lawyer Fees
----------------------------------------------------------
Judge George Nielsen of U.S. Bankruptcy, last week ruled that the
Baptist Foundation of Arizona needs to renegotiate the fees it
plans to pay a group of lawyers to sue former BFA officials,
saying the fee structure was excessive, reports Hal Mattern of
The Arizona Republic.

The foundation, which filed for Chapter 11 bankruptcy protection
in November, has requested permission to hire the same lawyers
who have filed a class-action lawsuit for investors against the
former officials and their accounting firm, Arthur Andersen for
alleged securities fraud in connection with the disappearance of
millions in investor funds. The BFA owes about $590 million to
13,000 investors, but lists assets of only $240 million.


BOOKLAND: Files Chapter 11
--------------------------
Bookland of Maine, the largest bookstore chain based in the
state, filed Thursday for Chapter 11 bankruptcy protection,
citing strong competition and the costs of a failed attempt to
locate a flagship superstore in Portland.

Bookland said its nine stores in Maine and southern New Hampshire
will remain open, at least for now.

Bookland's lawyer, Robert Keach, said an agreement with Fleet
Bank, the company's lead lender, will provide sufficient funds to
pay suppliers for future shipments during the reorganization.

The filing, in U.S. Bankruptcy Court, listed assets totaling
about $7 million and liabilities of $8.2 million. Fleet Bank,
which is owed $2.5 million, is the largest secured creditor and
Koen Book Distributors of Philadelphia, at $ 500,000, is the
largest unsecured creditor, Keach said.

In announcing the filing, Bookland cited "a significant
investment made in a proposed flagship superstore in Portland
that had to be scrapped due to regulatory and other problems."

The company also pointed to competitive pressure from out-of-
state "big box" and online booksellers.

Earlier this year, after falling behind on payments to key
suppliers, Bookland was cutting expenses and scaling back
operations in an effort to restructure the company, meet its
obligations and avoid a bankruptcy filing, Keach said.

"Unfortunately, while most of Bookland's creditors were working
with the company, a few creditors had started litigation and
obtained liens against the company'a assets, and others had
threatened imminent lawsuits," he said. "That led to the decision
to seek relief under Chapter 11 rather than let a few aggressive
creditors obtain an advantage over the others."

Bookland closed its stores in Lewiston, Sanford, Biddeford and at
the Mall Plaza in South Portland earlier this year. The chain,
with a current work force of 165, continues to operate stores in
Portland, South Portland, Brunswick, Kittery, Saco, Wells,
Portsmouth, N.H., Dover, N.H., and at the Portland Jetport.


BOSTON MARKET: Submits Revised Reorganization Plan
--------------------------------------------------
Boston Market has filed a revised reorganization plan that calls
for McDonald's Corp. to kick in an additional $2.65 million to
buy Boston Market restaurants to appease banks and bondholders
who were hurt when Boston Chicken Inc. filed for bankruptcy two
years ago.

The Golden-based restaurant chain submitted the revised
reorganization plan in U.S. Bankruptcy Court in Phoenix late
Wednesday.

The restaurant chain, known for its rotisserie chicken and home-
style meals, owed about $300 million to banks and $600 million to
bondholders when it sought Chapter 11 protection.

Boston Chicken negotiated for about a month with its creditors,
who objected to the original plan. Both the lenders and
bondholders have agreed to support the new plan, court documents
show.

If approved, McDonald's will pay $176.15 million for 751 stores
and franchise rights to 108 more stores. The deal would close May
19.

All but $2 million will go to banks. The rest would go to
bondholders represented by the Unsecured Creditors Committee.

While the $2 million is less than a third of 1 percent of the
money owed, it is $2 million more than what the original plan
offered bondholders.

"At least this is something," said Phoenix lawyer Donald Gaffney
of Snell & Wilmere, which is representing the committee. "The
previous plan was a complete zero."

The revised plan still leaves nothing for shareholders.


BUSH LEASING: Seeks Extension of Exclusivity
--------------------------------------------
The debtor, Bush Leasing, Inc. seeks court approval of an
extension of the exclusive epriods for filing and obtaining
acceptances of tis plan of reorganization.  The debtor requests
that the court extend by 90 days the debtor's exclusive periods
for filing a plan of reorganization until August 8, 200, and
obtaining acceptances of its plan until October 9, 2000.

The debtor states that there is sufficient cause to warrant the
extension.  The debtor's cases are large, the debtor has over
5,000 creditors and 25 secured lenders and vehicle lessors.  The
debtor has just begun plan negotiations with creditors.  This is
the debtors' first request to extend exclusivity.


CONTINUUM GROUP: Announces Stock Adjustment
-------------------------------------------
The Continuum Group, Inc. (Pink Sheets:CNUUQ) announced that the
Company had effected several adjustments to outstanding common
stock since it went into bankruptcy more than two years ago
including those ordered by the Bankruptcy Court as part of its
discharge from bankruptcy in October 1999.

As a result of these adjustments, each one share currently
outstanding is the equivalent of approximately 40 shares
outstanding prior to bankruptcy.

Continuum recently announced that it was also changing its name
to NuWeb Solutions, Inc. ("NuWeb") and that it had combined with
Webnet Design, LLC ("Webnet") and its affiliates, a Pompano
Beach, Florida, based producer of adult entertainment distributed
over the Internet.


EINSTEIN/NOAH: Closes 2 Utah Stores
-----------------------------------
Einstein/Noah Bagel Corp. said Tuesday it has closed two of its
23 Einstein Bros. Bagels shops in Utah as part of its Chapter 11
bankruptcy reorganization plan.

The company, based in Golden, Colo., is closing nearly 14
percent, or 74, of 539 shops it operates in 29 states.

The two closed Utah stores are at 859 E. 900 South in Salt Lake
City and 5888 S. State St. in Murray. Both were unprofitable,
company spokeswoman Jennifer Mercer said.

The company attributes its troubles to excessive growth and weak
performance at a number of its stores.  Similar problems plagued
Boston Chicken Inc., which owns 51 percent of Einstein/Noah Bagel
Corp. After expanding rapidly in the mid-1990s, Boston Chicken
filed for Chapter 11 bankruptcy protection in 1998 and closed 178
stores, including six Boston Market restaurants in Utah. Chapter
11 bankruptcy enables companies to stave off creditors while they
devise plans to reorganize debt.


FAMILY GOLF CENTERS: Files Voluntary Petition Under Chapter 11
--------------------------------------------------------------
Family Golf Centers, Inc. (NASDAQ:NM FGCI) announced that it and
all of its U.S. subsidiaries have filed voluntary petitions with
U.S. Bankruptcy Court for the Southern District of New York to
reorganize under chapter 11 of the U.S. Bankruptcy Code. The
company's Canadian subsidiaries are not part of the chapter
11 filing.  At a hearing late today, the bankruptcy judge, Stuart
Bernstein, authorized the interim use of cash collateral by the
company. A hearing to consider a $15 million debtor-in-possession
("DIP") credit facility is scheduled for tomorrow morning.

Family Golf Centers is an operator of golf centers in North
America. The company's golf centers provide a wide variety of
practice and play opportunities, including facilities for
driving, chipping, putting, pitching and sand play and typically
offer full-line pro shops, golf lessons and other amenities such
as miniature golf and snack bars. 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 provinces.


GENICOM(Canada): Phoenix Canada Oil Acquires Genicom Canada
-----------------------------------------------------------
Phoenix Canada Oil Co. announced that it has acquired Genicom
Canada, a unit of Genicom Corp.  

Genicom Corp. filed for Chapter 11 protection on March 24, 2000.
Phoenix said that Genicom Canada of Toronto provides services to
information technology companies and had sales of $59.6-million
in the year ended Dec. 31, compared with $54.7-million a year
earlier. Phoenix said Genicom Canada has 170 employees and a
network of subcontractors across Canada.


GULF STATES: To Fund Cleanup Under Proposed Settlement
------------------------------------------------------
Under a proposed settlement with the federal government which is
yet to be approved by U.S. District Judge Dean Buttram Jr. and
U.S. Bankruptcy Judge James Sledge, Gulf States Steel will pay up
to $6.5 million for cleaning up Black Creek and Lake Gadsden and
pay only $100,000 fine over alleged violations of the Clean Water
Act since it is bankruptcy, The AP reports.

The company has agreed to pay for the water cleanup, beginning in
July 2001.  The firm will pay for or provide land where
contaminated sediment would be deposited if it is dredged.  It
has also agreed to install environmental equipment in the plant,
which will put discharges from the plant above current state and
federal requirements.


HANDY & HARMAN: Seeks Order Authorizing Use of Cash Collateral
--------------------------------------------------------------
As of the petition date, the debtors, Handy & Harman Refining
Group, Inc., and Attleboro Refining Company, Inc. held in excess
of $1.6 million of cash which is Fleet's cash collateral.  This
cash collateral was created by the sale of precious metal that
Fleet either owned or had a lien on.  Fleet has agreed to allow
the debtor to use cash collateral in order to pay the debtor's
payroll and certain other necessary expenses and to make certain
payments to ARC which will give ARC sufficient funds to pay its
payroll and certain other necessary expenses.


LAROCHE INDUSTRIES: Case Summary and 20 Largest Creditors
---------------------------------------------------------
Debtor: Laroche Industries, Inc.
        1100 Johnson Ferry Road NE
        Atlanta, Georgia 30342

Type of Business: An international diversified producer and
distributor of inorganic and organic chemicals and operates five
(5) production facilities, twenty-three (23) customer service
distribution centers and two (2) warehouses throughout the United
States.

Petition Date: May 3, 2000   Chapter 11

Court: District of Delaware

Bankruptcy Case No.: 00-01859

Debtor's Counsel: Joel A. Waite
                  Young Conaway Stargatt & Taylor
                  PO Box 391, Rodney Sq. North, 11th Fl
                  Wilmington, DE 19899-0391
                  (302) 571-6600
                       
Total Assets: $ 404,667,000
Total Debts:  $ 448,287,000

20 Largest Unsecured Creditors

State Street Bank and Trust Co.
Financial Markets Group
Two International Place
Boston, MA 02110-2804
Contact: Ms. Sandra Black
Tel: 617-662-1739
Fax: 617-662-1464                $ 184,020,000

Kaiser Alumina Chemicals
PO Box 100557
Atlanta, GA 30384
Contact: Mike Schreier
Tel: 225-231-5712
Fax: 225-231-5717                  $ 1,283,499

The Bank of New York
Corporate Trust Division
101 Barclay Street
New York, NY 10286
Contact: Marie Trimboli
Tel: 212-815-5092
Fax: 212-815-5915                    $ 915,000

Cytec Industries, Inc.
PO Box 60085
Charlotte, NC 28260
Contact: Tom Roberts
Tel: 937-357-3462
Fax: 937-357-3051                    $ 845,299

Hickman Industries
11518 Old Laporte Rd
Laporte, TX 77571
Contact: Scott Fahey
Tel: 713-567-2700
Fax: 713-471-7711                    $ 763,969

Roger & Wells, LLP
200 Park Avenue
New York, NY 10166-0153
Contact: James Paul
Tel: 212-878-8227
Fax: 212-878-3216                    $ 743,422

Industrial Services Assoc.
PO Box 8500-6890
Philadelphia, PA 19178-6890
Contact: Mike Devine
Tel: 215-633-4423
Fax: 215-633-1907                    $ 576,054

Willy J. Martin, Jr., Sheriff
& Ex-Officio Tax Collector
PO Box 83
Convent, LA 70723
Contact: Willy J. Martin
Tel: 504-562-2378
Fax: 504-562-2380                    $ 474,038

Entergy Louisiana, Inc.
PO Box 64001
New Orleans, LA 70164
Contact: Jeffrey Holeman
Tel: 225-763-5198
Fax: 225-763-5254                    $ 467,258

Price Waterhouse Coopers, LLP
50 Hurt Plaza
Suite 1700
Atlanta, GA 30303
Contact: Keith Cooper
Tel: 404-658-1800
Fax: 404-658-8899                    $ 408,603

Union Tank Car Company
PO Box 91793
Chicago, IL 60693
Contact: Mark Garrett, Controller
Tel: 312-431-3111
Fax: 312-431-5125                    $ 390,068

CSX Transportation
N2A 018237
PO Box 100235
Atlanta, GA 30384
Contact: Paul Goodwin, CFO
Tel: 904-359-7664
Fax: 904-359-1859                    $ 334,187

Parkes Mechanical & Metals           $ 231,767

Banc of America Leasing
and Capital, LLC                     $ 218,885

Eltech Systems Corp.                 $ 213,704

MRT Energy Marketing                 $ 201,396

EFABCO East Fabrications, Inc.       $ 187,137

Potter Anderson & Corroon, LLP       $ 182,827

PSG - ISG                            $ 179,464

U.S. Filter                          $ 168,024


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

      * State Street Bank and Trust Company, as Indenture Trustee
      * The Income Fund of America
      * J.P. Morgan Investment Management, Inc.
      * Morgan Guaranty Trust Company of New York
      * Ben E. Keith Co.
      * Respiratory Health Care Services, LLC

The Income Fund of America chairs the HEALTH Committee.  


MATTEL INC: CEO Severance Pay
------------------------------
Troubled toymaker Mattel Inc. disclosed yesterday that it paid
its former chief executive, Jill Barad, a severance package
exceeding $ 40 million. The payout, disclosed in the company's
annual proxy statement filed yesterday with the Securities and
Exchange Commission, comes as the El Segundo, Calif.- based
company's stock price hovers near historical lows.


McCULLOCH NORTH AMERICAN: Former Employees to Get Full Pensions
---------------------------------------------------------------
With some exceptions, former employees of McCulloch North
America, Inc., a manufacturer of chain saws and other tools which
filed for bankruptcy and ceased operations in January 1999 will
receive full benefits from their pension plan after retirement
from the federal agency except for some highly compensated
employees.


MERCURY AIR: Reports Third Quarter and Nine Month Results
---------------------------------------------------------
Mercury Air Group, Inc. (Amex: MAX; PCX) announced today that
revenues for the third quarter ended March 31, 2000, increased to
$89,935,000, an increase of 68 percent from revenues of
$53,643,000 in the third quarter of fiscal 1999. Net loss for the
period was $1,282,000 as compared to net income of $1,076,000
for the third quarter of fiscal 1999.

The current period includes a bad debt expense of $3.6 million,
including $ 2.7 million resulting from the bankruptcy of Tower
Air, Inc. and a bad debt provision of $900,000, due to higher
fuel prices affecting the aviation industry.  The bad debt
provision in the third quarter of fiscal 1999 was $ 452,000.  The
increase in the general bad debt reserve resulted from
significantly higher fuel prices during the current fiscal year
which have created a greater risk of loss due to potential bad
debts related to certain airline accounts.  Future periods may
continue to be impacted by higher reserve requirements related to
potential bankruptcies.  On May 1, 2000 Kitty Hawk, Inc., a fuel
customer of the Company's, filed for bankruptcy under Chapter 11.
The potential write off of this receivable has been considered in
evaluating the March 31, 2000 accounts receivable allowance.

Net loss per common share was $0.20 for the fiscal 2000 third
quarter compared to net income per common share of $0.16 basic
and $0.13 diluted for the fiscal 1999 third quarter.  For the
three months ended March 31, 2000, basic and diluted weighted
average common and common equivalent shares were 6,483,000 as
compared to 6,575,000 and 10,288,000, respectively, for the same
period last year.  Net income per common share for the fiscal
1999 third quarter included an extraordinary item related to the
repurchase of the Company's convertible subordinated debentures
of $68,000 or $0.01 basic and diluted.

Revenues were $248,108,000 for the first nine months of fiscal
2000, up 52 percent from revenues of $162,908,000 for the first
nine months of fiscal 1999.

For the nine month period ending March 31, 2000, net income
before extraordinary item was $2,279,000, compared to net income
before extraordinary item of $4,630,000 for the same period last
year.  The Company recorded an extraordinary charge of $979,000
in the current nine month period compared to $ 255,000 last year
related to the repurchase of the Company's convertible
subordinated debentures.

Net income per common share before extraordinary item for the
fiscal 2000 nine month period was $0.35 basic and $0.32 diluted
compared to $0.70 basic and $0.52 diluted for last year's nine
month period.  Net income per common share after extraordinary
item for the nine month period in fiscal 2000 was $0.20 basic and
$0.19 diluted as compared to $0.66 basic and $0.50 diluted for
the nine month period in fiscal 1999.  For the first nine months
of fiscal 2000 diluted and basic shares were 7,776,000 and
6,601,000, respectively, as compared to 10,574,000 and 6,665,000
shares, respectively, for the first nine months of fiscal 1999.

"Our increase in revenues is primarily due to significantly
higher fuel prices resulting in lower margins and have also
increased the Company's exposure to risk of loss from bad debts.  
The write-off of Tower Air's receivable and a higher bad debt
provision illustrate this," said Seymour Kahn, Chairman of the
Board of Mercury Air Group, Inc., adding, "Nevertheless, Mercury
continues to grow with our recent acquisition of the Fort Wayne
fixed base operation (FBOs) in Indiana.  Despite current fuel
pricing, the Company is extremely resilient and remains committed
to the future of aviation."

Mercury Air Group, Inc. is a worldwide provider of aviation
petroleum products, cargo services, aviation information
technology and support services to international and domestic
commercial airlines, general and business aviation and U.S.
government aircraft.  Founded in 1956 by three members of the
American Volunteer Group in China, better known as the AVG Flying
Tigers, Mercury reported fiscal year 1999 net income of over $5.9
million on revenues of over $ 224 million.  For additional
information on Mercury Air Group, visit www.mercuryairgroup.com .


MICROAGE: Bankruptcy Freezes Workers' Severance Checks
------------------------------------------------------
The Arizona Republic reported that the Tempe-based computer
distributor MicroAge Inc., which filed for Chapter 11 bankruptcy
protection on April 13, told employees in an e-mail this week
that severance payments to workers laid off before the filing
will be terminated.

The employees will receive a notice from bankruptcy court
outlining the steps they need to take to file a proof of claim
for unpaid amounts, according to MicroAge.


NATIONSWAY:  Former Employees To Receive Back Pay
--------------------------------------------------
According to a report in The Denver Post on April 29, 2000, the
3,500 workers who lost their jobs when the Commerce City-based
trucking company filed for Chapter 11 reorganization last year
will have to divide $2.4 million.

Estimates of what workers are owed range from $ 5 million in back
wages alone to $ 12 million with vacation pay and other money due
under their contracts.

The proposal calls for certain creditors, including the workers,
to share $8 million. The bulk of that, 65 percent, would go to
Prudential Insurance Co. of America and Bank of America,Illinois.
Workers would share 30 percent for wage claims, and the remaining
5 percent would go to pension, health and welfare fund claims of
the workers.

The secured creditor, Foothills Capital Corp., would get the
lion's share of the NationsWay assets - about $ 45 million.

Bank of America and Prudential Insurance have filed an objection
to the plan. In part, they oppose putting $ 300,000 of the
remaining assets toward investigating NationsWay's transactions
before Chapter 11 was filed, as called for in the plan. They also
maintain they are entitled to a full repayment of their $ 12
million in loans.

Creditors have until late next week to vote on the proposed plan,
which will be considered at a hearing May 16 by U.S. Bankruptcy
Court for the District of Arizona, where the case was filed last
year.


NEWCOR: Announces Undisclosed Financing Condition
-------------------------------------------------
Newcor, Inc. (Amex: NER) announced on May 4, 2000 that the
completion of the exchange offer EXX Inc. intends to commence
would cause the company's senior credit facility and its $125
million 9-7/8% Senior Subordinated Notes due 2008 to become due
and payable upon the consummation of the proposed offer.

As previously announced, the Board of Directors of Newcor, Inc.
is reviewing the materials filed by EXX Inc. with the Securities
and Exchange Commission relating to EXX's proposed exchange offer
for all the outstanding common shares of Newcor for an
undetermined amount of Class A common stock of EXX and/or cash
with a purported value of $4 per share.  The proposed exchange
offer has not been commenced as of date of this release.

Materials filed with the SEC by EXX Inc. indicate that the
proposed exchange offer is subject to a number of conditions
including the following condition:

"EXX be satisfied, in its reasonable judgment, that the
indebtedness of Newcor under the $125 million 9-7/8% Senior
Subordinated Notes due 2008 will not become immediately due and
payable upon the consummation of the proposed offer."

A company spokesperson noted that the exchange offer in its
present form would violate the terms of the indenture governing
the company's $125 million 9-7/8% Senior Subordinated Notes due
2008.  The proposed structure would result in EXX owning more
than 35% of Newcor's voting stock, constituting a "change of
control" under such indenture and triggering a requirement, under
Section 4.15 of the indenture, for Newcor to offer to repurchase
the notes for an offer price in cash equal to 101% of the
aggregate principal amount of the notes.  A "change of control"
as defined in the indenture would also constitute an event of
default under Newcor's senior credit facility.

Completion of EXX's exchange offer, without the consent of
Newcor's senior creditors and bondholders, would in all
likelihood require EXX to refinance Newcor's existing senior
credit facility and $125 million 9-7/8% Senior Subordinated
Notes.

The materials filed by EXX with the SEC do not address EXX's
ability to refinance Newcor's debt under its bonds or senior
credit facility if EXX decides to waive such condition.

According to EXX's public filings, EXX is a Las Vegas, Nevada-
based holding company engaged in the design production and sale
of "impulse toys," watches, kites, electric motors and cable
pressurization equipment with net sales for the year ended
December 31, 1999 of $21.2 million.

Newcor is a leading manufacturer of precision machined components
and assemblies for the automotive, medium- and heavy-duty truck
and agricultural vehicle industries and is a manufacturer of
custom rubber and plastic products primarily for the automotive
industry.  Newcor is also a supplier of standard and custom
machines and systems primarily for the automotive and appliance
industries.


NUTRAMAX: Milberg Weiss Announces Class Action Against Officers
---------------------------------------------------------------
Notice is hereby given that a class action lawsuit was filed on
May 4, 2000, in the United States District Court for the District
of Massachusetts, Civil Action No. 10861 (RGS), on behalf of all
persons who purchased the stock of Nutramax Products, Inc. (OTC
Bulletin Board: NMPC, NMPCE) between January 20, 1998 and
November 24, 1999 (the "Class Period").

The complaint charges the Company's former Chief Executive
Officer and former Chief Financial Officer with violation of
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934
and Rule 10b-5 promulgated thereunder. Nutramax has not been
named as a defendant as it recently filed for bankruptcy.  The
complaint alleges that from January 20, 1998 through November 24,
1999, defendants issued materially false and misleading financial
statements and press releases concerning NutraMax's revenues,
income and earnings per share.  The financial statements of the
Company made during the Class Period, all of which implicitly
and/or expressly were prepared in conformity with generally
accepted accounting principles (GAAP), were materially false and
misleading because the Company materially overstated its
revenues, income and earnings.

If you wish to discuss this action or have any questions
concerning this notice or your rights or interests with respect
to these matters, please contact, at Milberg Weiss Bershad Hynes
& Lerach ("Milberg Weiss"), Steven G. Schulman or Samuel H.
Rudman at One Pennsylvania Plaza, 49th Floor, New York,
New York 10119-0165, by telephone 800-320-5081 or via e-mail:
endfraud@mwbhlny.com or visit the website at
http://www.milberg.com.

If you are a member of the class described above you may, not
later than sixty days from May 4, 2000, move the Court to serve
as lead plaintiff of the class, if you so choose.  In order to
serve as lead plaintiff, however, you must meet certain legal
requirements.

CONTACT:  Milberg Weiss Bershad Hynes & Lerach LLP
Shareholder Relations Dept.
E-Mail: endfraud@mwbhlny.com
800-320-5081


PATHMARK: Moody's Lowers Ratings Due To Technical Default
---------------------------------------------------------
According to a report in The Record (Bergen County, NJ)
on May 4, 2000, Moody's Investors Services lowered its ratings on
Pathmark after Pathmark 1 NEW3 had a technical default Monday on
$ 33.3 million in interest payments on loans.  Pathmark said it
is taking  advantage of a 30-day grace period allowed under its
loan agreements.

Moody's lowered its rating on a $ 225 million note from Ca to C
while reaffirming already low ratings on four other notes worth a
total  of $ 1.24 billion.

The action came a day after Standard & Poor's took similar
action, lowering two ratings to D in recognition of the default.

"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,"Moody's said.

Although margins for the fiscal year that ended Jan. 31 were
"respectable," Moody's said, they provide"insufficient cash flow
for  the company to address its significant deferred maintenance
backlog."

Pathmark announced in March that it was in discussions with an ad
hoc committee of bondholders to develop a restructuring plan to
pay its  debt in full while avoiding job cuts.

Most analysts predict the company will convert its debt to equity
through a prepackaged Chapter 11 filing in Bankruptcy Court.

The chain's financial woes date to leveraged buyouts in the
1980s.


POS SYSTEMS: Files For Chapter 11
---------------------------------
According to a report by CardFax, Phoenix-based card terminal
reseller and servicer POS Systems Company Inc voluntarily filed
for Chapter 11 bankruptcy protection from creditors on April 24
in US Bankruptcy Court in Phoenix. The first meeting of the
business' creditors will be on June 6 in Phoenix. Donald W
Powell, an attorney with the Phoenix law firm Carmichael &
Powell, is handling the case.


RANDALL'S ISLAND: Case Summary and 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Randall's Island Family Golf Centers, Inc.
        One Randall Island
        Randall's Island, NY 10035

Type of Business: Operate golf, ice skating and family
entertainment centers throughout North America.

Petition Date: May 4, 2000   Chapter 11

Court: Southern District of New York

Bankruptcy Case No.: 00-41065

Judge: Stuart M. Bernstein

Debtor's Counsel: Lawrence Alan First
                  Fried, Frank, Harris, Shriver & Jacobson
                  One New York Plaza
                  New York, New York 10004
                  (212) 859-8000
                  Fax: (212) 859-8583
                  Email: firstla@ffhst.com

                  Ira S. Parks
                  Fried, Frank, Harris, Shriver & Jacobson
                  One New York Plaza
                  New York, New York 10004
                  (212) 859-8000

Total Assets: $ 491,386,000 million
Total Debts:  $ 338,781,000 million

20 Largest Unsecured Creditors

Chase Manhattan Bank
395 North Melville Rd
Melville, NY 11747
Contact: Billie J. Prue
Tel: (212) 622-4860                  $ 126,752,606

Unites States Trust
Company of New York,
Indenture Trustee
114 West 47th St.
New York, NY 18036
Contact: Gerard Ganey
Tel: (212) 852-1614                  $ 115,000,000

Spalding Sports USA
425 Meadow Street
Chicopee, MA 01021
Contact: Dick Fay
Tel: (419) 322-2428                      $ 730,422

Adams Golf
2801 E. Plano Parkway
Plano, TX 75074
Contact: David Kitenger
Tel: (800) 622-0609                      $ 367,244

Squadron, Ellenoff, Plesent
& Sheinfeld
551 Fifth Avenue
New York, NY 10176
Contact: Ken Koch
Tel: (212) 661-6500                      $ 346,593

Ashworth
2791 Loker Avenue W.
Carlesbad, CA 92008
Contact: Randy Herrel Sr.
Tel: (760) 929-6140                      $ 264,742

Taylor Made                              $ 230,990
Bauer USA, Inc.                          $ 215,484
Golden Bear Golf, Inc.                   $ 198,750
ADT Security Services                    $ 150,768
Swinton & Company                        $ 127,976
Titleist Division of Achusnet            $ 117,350
Mang, Crane & Mirabito                   $ 102,851
Orlimar Golf Company                     $ 101,946
Island Pacific Systems                    $ 95,956
Mizuno Golf Co.                           $ 94,342
Pricewaterhouse Coopers                   $ 89,591
Delta Bluegrass                           $ 88,830
Agribiotech, Inc.                         $ 81,492
Infocus Emp Services                      $ 80,709


RELIASTAR FINANCIAL:  To Consider Buyout
----------------------------------------
According to a report in the Star Tribune, Minneapolis, MN,(4/29)
ReliaStar Chief Executive John Turner wrote in his opening
letter, "We let our shareholders down and we know it, we're
committed to delivering value for our shareholders and have moved
quickly to put the company back on track to achieve our goals in
2000."

A large buyout offer may be the best solution to the company's
woes.  The company has missed earnings estimates, and had mishaps
in reinsurance operations, and saw its growth slow and
relationships strained with analysts and portfolio managers.

ReliaStar stock, which rose from a split-adjusted $2 per share in
1990 to $40 by 1998, fell back into the $30s and stayed there,
except when investors caught wind of a potential deal.

Friday's news that the company is holding buyout talks on a deal
that analysts said could reach $50 per share, or up to $5
billion, illustrates just how fast a hungry buyer can help a CEO
create that sometimes-elusive "shareholder value."

Many observers had expected a large bank, such as Wells Fargo &
Co., to end up with ReliaStar. In fact, talks between the two
reportedly broke down over price last year. Wells CEO Dick
Kovacevich sat on the ReliaStar board for several years.


ROYAL OAK: Delisting of Common Shares From Toronto Stock Exchange
-----------------------------------------------------------------
Royal Oak Ventures Inc. (TSE:NGX.) announced on April 28, 2000
that it received notice from the Toronto Stock Exchange for the
delisting of the common shares of the Company effective at the
close of business on Thursday April 27, 2000. The common shares
of the Company have been suspended from trading on the Exchange
since April 19, 1999 following the appointment of an Interim
Receiver.  This decision was issued following a hearing on April
27, 2000 at which the Toronto Stock Exchange received submissions
from the Company.

Securities which have been suspended from trading for a period of
one year and which have not been approved for reinstatement by
the Exchange are delisted. To be considered for reinstatement of
trading, a company must meet the Exchange's requirements for
original listing and the Exchange stated that it was not
satisfied that the Company could meet such requirements.
Accordingly, the Company's new class of non-voting shares will
also not qualify for listing on the Exchange.

Royal Oak Ventures Inc., previously named Royal Oak Mines Inc.,
emerged from interim receivership following a proposal accepted
by its creditors under the Bankruptcy and Insolvency Act,
effective February 14, 2000. Currently, Royal Oak Ventures Inc.
owns a 5% economic interest in the Kemess Mine, a 280,000 ounce
per year gold mine in north-central British Columbia.   


SAUCY BREAD: Seeks Bankruptcy Protection
----------------------------------------
The Saucy Bread Company Ltd. has sought the protection of
the Bankruptcy process.  The Trustee in Bankruptcy, Mr. Robert
Taylor of Allan And Taylor Inc., Calgary, Alberta has called a
first meeting of the creditors of the company for May 15th, 2000.

The Company's operations have been restructured considerably.  
Its Richmond, B.C. store has been closed and the Edmonton Center
store had previously been closed.  The franchise system is intact
and the commissary is providing product with the financial
assistance of certain directors who are providing financial
support till May 15th, 2000.

One prospective purchaser has indicated by letter of intent that
it is prepared to purchase the assets of the Company and the
Franchise network.  A formal agreement of purchase and sale is
expected.


SYSTEM SOFTWARE: Case Summary and 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: System Software Associates, Inc.
        500 W. Madison Street
        32nd Floor
        Chicago, Il 60601

Type of Business: Global systems solution provider and developer
of enterprise resource planning ("ERP") software for companies
ranging in size from $ 50 million in revenue to multibillion
dollar global corporations.  Also provides customers with a
comprehensive proprietary ERP system and third-party "best of
breed" products and services that include customer relationship
management, supply chain management, business intelligence and E-
commerce solutions, which are designed to address its customers'
enterprise application requirements.

Petition Date: May 3, 2000   Chapter 11

Court: District of Delaware

Bankruptcy Case No.: 00-01852

Judge: Roderick M. McKelvie

Debtor's Counsel: Laura Davis Jones
                  Pachulski, Stang, Ziehl, Young & Jones, P.C.
                  919 North Market Street, Suite 1600
                  PO Box 8705
                  Wilmington, DE 19899-8705
                  (302) 652-4100

Total Assets: $ 84,659,000
Total Debts:  $ 207,870,000

20 Largest Unsecured Creditors

Harris Trust and Bank Co.       
Corporate Trust Office          
311 West Monroe Street
12th Floor
Chicago, Illinois 60606       Subordinated      
Fax:(312) 293-4139            Debt             $ 137,500,000

Baker & McKenzie
One Prudential Bank
130 East Randolph Drive
Chicago, Illinois 60601
Pam Potemka                   Legal
Tel:(312) 861-8031            services/U.S.
Fax:(312) 861-2898            and Global           $ 650,758

Independent Computer
Consulting Group
650 Louis Drive, Suite 180
Warminster, PA 18974
Mike Silverberg
Tel:(215) 675-5754
Fax:(215) 675-5756            Subcontractor        $ 434,652

AT&T
PO Box 27-800
Kansas City, Missouri
64180
Billing Dept.
Tel:(816) 654-2013            Telephone
Fax:(800) 822-4476            Provider             $ 434,144

iWork Software
2275 Vanstory St., Suite 306
Greensboro, NC 27403
David Bason
Tel:(336) 852-0455            Product
Fax:(336) 852-0456            Partner              $ 403,654

Cimax/Secorp
Krijtwal 31A
3432 Nieuwegein               
The Netherlands               Product
Fax: 31-10-299-8998           Partner              $ 328,821

Wilmer, Cutler & Pickering
2445 M Street, N. W.          Legal
Washington, DC 20037-1420     services/SEC
Fax: (202) 663-6363           counsel              $ 252,263

Portolan (f/k/a CS            Product
Controlling                   partner              $ 219,806

IBM Server Marketing          Marketing/joint      $ 190,000

Business Objects              Subcontractor        $ 185,547

Gartner Group                 Analyst              $ 170,750

ACTIS                         Product partner      $ 168,161

Obtech                        Product partner      $ 163,658

Crowe Chizek                  Product partner      $ 151,326

Total Solutions               Subcontractor/
Group                         Product partner      $ 150,400

McDermott, Will               Legal/SEC
& Emery                       litigation           $ 145,026

Oracle Corporation            Product partner      $ 130,491

CMS/Data                      Time & billing       $ 129,086

Sperling                      Legal Services/SEC
& Slater                      counsel              $ 128,649

Dechert, Price                Legal Services/SEC
& Rhoads                      counsel              $ 128,377



U.S. OFFICE PRODUCTS: MBE Sale Seen Due to Potential Bankruptcy
-------------------------------------------------------------
The possible bankruptcy of San Diego-based Mail Boxes Etc.'s
parent company may hasten MBE's sale, company president Jim Amos
said last week.  U.S. Office Products, whose shares have almost
halved since the start of the year, has acquired more than 200
businesses since 1995 and is having trouble melding them into one
company.  It acquired MBE, world's largest franchiser of stores
specializing in postal, business and communications services with
annual sales of about $1.5 billion, three years ago in a stock
deal worth $300 million, according to Brian E. Clark of The San
Diego Union-Tribune.

Janet Lande, a spokeswoman for MBE, said the company is no longer
discussing a sale with a group of franchisees because they were
underfinanced.  She said a sale may be announced within 90 days.

                     *********

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.

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