TCR_Public/981216.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
    
    Wednesday, December 16, 1998, Vol. 2, No. 245
                 
                  Headlines

ACME METALS: Committee Objects to Modification
AHERF: Judge Postpones Question Session
AMF BOWLING: Statement of Changes in Beneficial Ownership
ANKER COAL: Reports Loan and Security Agreement
APS HOLDING: Seeks Exclusivity Extension To March 29

AQUA VIE: Requests Return Of Old Stock Certificates
BEDFORD FAIR: Fingerhut Acquires Catalog
BRUSH CREEK: Reverse Stock Split To Save Nasdaq Listing
CELLPRO: Court Approves Acquisition
COLUMBIA/HCA: Plans To Spin Off Hospitals

COMMERCIAL FINANCIAL: Petition Lists Assets Of $415 Million
CONTINENTAL AIRLINES: Underwriting Agreement Reported
EDISON BROTHERS: Quarterly Report For Period Ended Oct. 31
FIRST MERCHANTS: Stock Ownership Reported
FPA MEDICAL: To Sell Unit To Doctors

GLOBAL MOTORSPORT: Amendment To Tender Offer Statement
GOLF TRAINING SYSTEMS: Closes Operations
GORGES: Accepts Tenders Of Approximately $30 Million
GUNTHER INTERNATIONAL: Stock Acquisition Reported
HAGERSTOWN FIBER: Dismissal of Case

KENILWORTH SYSTEMS: Resumes Plans For "Roulabette"
LIBERTY HOUSE: Biz Plan Deadline Extended To January 22
LYNX GOLF: Seeks Order Approving Disclosure Statement
MAXICARE HEALTH: Stock Ownership Reported
MOBILEMEDIA CORP: Modifies Issuance of Rights and Warrants

NEW INDIGO RESOURCES: Interim Results for First Quarter
NORD RESOURCES: Legal Action Against Directors/Officers
NORTH AMERICAN: Arthur Andersen Quits
PENNCORP FINANCIAL: Supplement to Prospectus
PITTSBURGH PENGUINS: Judge Approves $20M Loan

PONDEROSA FIBRES: Court Lets Exclusivity Expire
RDM SPORTS GROUP: Trustee Taps Special Counsel
SABACOL INC: Files For Protection Under Chapter 11
SOUTHERN PACIFIC: Committee Fights For CIBC Oppenheimer
SOUTHERN PACIFIC: Committee Supports Pentalpha Employ

STAR NEWCO: Proposed Sale of Elgen Division For $1.325M
TORONTO'S SKYDOME: To Be Auctioned
                 
                  *********

ACME METALS: Committee Objects to Modification
----------------------------------------------
The Official Committee of Unsecured Creditors of Acme
Metals Incorporated and five of its subsidiaries files an
objection to the motion of the unofficial committee of
trade creditors of Alpha Tube Corporation seeking to modify
the court's order authorizing the maintenance of the
debtor's existing cash management system (among other
things).

The Official Committee states that the Alpha Creditors
choose to ignore the fact that Alpha has been and remains a
part of the financially and operationally intertwined
family of affiliated debtors from which Alpha has received
and could continue to receive benefits.  The Committee also
states that the terms of the proposed DIP financing will
sufficiently protect the interests of Alpha's unsecured
trade creditors.  The Committee points out that Alpha's
obligations to the Lender under the DIP facility will be
junior to all prepetition and post-petition trade claims
against Alpha and Alpha's chapter 11 administrative
expenses.   The Committee also states that the Alpha
creditors will be protected under the DIP facility by the
eligibility requirements to be imposed therein.  "Alpha's
cash will only continue to upstreamed if the sum of Alpha's
Eligible Receivables and Eligible Inventory exceeds 110% of
the sum of Alpha's prepetition and post-petition trade debt
to non-affiliates and Alpha's chapter 11 administrative
expenses." If Alpha's eligible current assets drop below
the required amounts, Alpha will cease to participate in
the Cash Management System.  Thus the terms of proposed DIP
facility will ensure that the claims of Alpha's trade
creditors are fully protected by current assets which are
sufficient to pay them in full.

The Committee urges the court to deny the Alpha Trade
Creditors' motion to modify the cash management system in
its entirety.


AHERF: Judge Postpones Question Session
---------------------------------------
The Pittsburgh Post-Gazette reports on December 9, 1998
that U.S. Bankruptcy Court Judge M. Bruce McCullough
yesterday put off a meeting that he had scheduled to
publicly question officers and executives of
the  Allegheny Health, Education and Research Foundation.

In an order that appeared on the court docket late
yesterday, McCullough said he would wait to hold the
hearing, which had been scheduled for Friday,  
until after the Office of the U.S. Trustee appointed a
trustee to manage the bankrupt foundation. The appointment
is expected this week.

Objections to the hearing were delivered to court last week
from members of AHERF's executive and audit committees as
well as from William P. Snyder III, former chairman of the
AHERF board, and Dr. Barbara F. Atkinson, former
dean of the Allegheny University of the Health Sciences
medical school.

Anthony M. Sanzo, the chief executive of AHERF at the time
of bankruptcy, and Joseph D. Dionisio, AHERF's financial
chief at the time, also objected.

"The bankruptcy court does not have authority to initiate
and to conduct, as principal interrogator, the public
inquisition defined by the {order}" Sanzo's lawyer argued
in court papers.   When McCullough first suggested the
meeting in September, he said he wanted to meet with
executives and officers to get to the bottom of the
foundation's finances. "At some point we're going to have
to determine what they were doing and who was doing it,"
McCullough said at the time.

In his formal order in November, the judge said he would
not put officers and executives from AHERF under oath but
that he would ask them questions.  McCullough said that
once he finished with his questions, there might be  
time to open the floor for questions from the public. In
either case, McCullough invited the public to submit
questions to him in advance of the meeting.


AMF BOWLING: Statement of Changes in Beneficial Ownership
---------------------------------------------------------
Terence O'Toole and Richard A. Friedman,  managing
directors of Goldman, Sachs & Co.("Goldman  Sachs") and
Peter M. Sacerdote, a limited partner of The Goldman Sachs
Group, LP report to the SEC that The Goldman  Sachs Group,
L.P. is the general partner of and owns a 99% interest in
Goldman Sachs. Goldman Sachs and GS Group may be deemed to
own  beneficially  and  indirectly in the aggregate  
29,966,593 shares of Common Stock, par value $.01 per
share, of AMF Bowling, Inc. through certain investment  
partnerships of which affiliates of Goldman Sachs and GS
Group are the general partner, managing
general partner or managing partner.  Goldman Sachs is the
investment manager of one or more of the Limited
Partnerships. GS Group owns beneficially and directly
immediately exercisable warrants to purchase 870,000 shares
of Common Stock.

AMF Bowling, Inc. Zero Coupon Convertible Debentures due
2018 are convertible  at any time prior to  maturity  into
shares of Common  Stock at a  conversion  rate of  8.6734  
shares per $1,000 principal amount at maturity.

On November 12, 1998, the Limited Partnerships entered into
an agreement with certain other investors, pursuant to
which the parties thereto agreed to make open market  
purchases of the Company's Debentures and 12 1/4% Senior
Subordinated Discount Notes due 2006 from time to time for
their  respective  accounts in  agreed-upon proportions.  
The Debenture & Note Purchase Agreement provides that each
party thereto may terminate its participation in such open  
market  purchases  by providing written notice of such
termination to the other parties thereto. There
can be no assurance that the Limited Partnerships or any of
the other parties to the Debenture & Note Purchase  
Agreement will acquire any additional  Debentures
thereunder  or, if such  securities  are  acquired,  the
amount of securities so acquired.

Accordingly, on November 13, 1998, November 16, 1998 and
November 17, 1998, the Limited Partnerships purchased   
$8,387,000, $4,193,000 and  $60,303,000, respectively, in
principal amount of Debentures.

Goldman Sachs and GS Group may be deemed to own  
beneficially and indirectly in the  aggregate  632,143  
shares of Common Stock by reason of the ownership by
the Limited Partnerships of $72,883,000 principal amount in
Debentures.


ANKER COAL: Reports Loan and Security Agreement
-----------------------------------------------
In a Form 8K Current report filed with the SEC, Anker Coal
Group Inc. reports that on November 21, 1998, certain
subsidiaries of Anker Coal Group, Inc.(the "Company")
entered into a Loan and Security Agreement (the "Loan
Agreement") with Foothill Capital Corporation ("Foothill")
as administrative agent. The Loan Agreement has a term of 4
years and provides for a $15 million term loan facility and
a $40 million revolving credit facility. A portion of the
loan proceeds was used to retire the Company's existing
credit facility with The Chase Manhattan Bank and others.

The term loan provides for repayment based upon a seven-
year amortization schedule and is payable in 46
installments of principal in the amount of
$178,571 and a final installment equal to the unpaid
balance of principal and accrued interest. The term loan
shall bear interest at a per annum rate of two
and one-half percentage points (2 1/2%) above the prime
rate announced by Norwest Bank Minnesota, N.A. Availability
under the revolving credit facility is based on 85% of
eligible accounts receivable created in the ordinary course
of business and 65% of eligible inventory which is held for
sale in the ordinary course of business, less certain
reserves. The revolving credit facility shall
bear interest at a per annum rate of one percentage point
(1%) above the prime rate announced by Norwest Bank
Minnesota, N.A.

The Company is subject to certain financial covenants
relating to minimum cash flow and maximum capital
expenditures.


APS HOLDING: Seeks Exclusivity Extension To March 29
----------------------------------------------------
APS Holding Corp. is asking the court to extend its
exclusive periods to file a reorganization plan and solicit
acceptances for the third time, this time through March 29
and April 28, respectively.  "During the Second Extension,
it became clear to the Debtors that they would be unable to
reorganize by means of one or more stand alone plans of
reorganization," asserts the Nov. 21 motion.  "Thus, the
Debtors concentrated their efforts on maximizing the value
of the Debtors' estates via numerous asset sales," rather
than fashioning reorganization plans.  The objection
deadline was yesterday.  A hearing on the extension is
scheduled for tomorrow.(Federal Filings Inc. 15-Dec-98)


AQUA VIE: Requests Return Of Old Stock Certificates
---------------------------------------------------
Aqua Vie Beverage Corporation (OTC BB:AVBCD), announced
today that it has made a formal request to the Depository
Trust Corporation (DTC), the firm that holds most of
Aqua Vie's stock in street name, to return all old Aqua Vie
stock certificates with Cusip number 03838F-10-8 to the
Company, in exchange for the new post reverse Aqua Vie
certificates with Cusip number 03838F-20-7. This formal
request is pursuant to Aqua Vie's previously announced 1
for 5 reverse stock split that took effect on November
16th. This request was also made to individual shareholders
of Aqua Vie and all other known organizations holding Aqua
Vie shares. (It is requested that these certificates be
returned to the attention of Pam Grey, Atlas Stock Transfer
5899 South State Street, Salt Lake City, Utah 84107. As
previously announced, the Board of Aqua Vie Beverage
Corporation held a meeting on November 13th whereby the
above mentioned 1 for 5 reverse split of its stock was
discussed and approved.

As announced on November 16th, this reverse stock split was
one part of the corporate restructuring needed to
facilitate a capital structure that would provide common
stock for the planned late 1998 and early 1999 financing
arrangements, to acquire the services of certain
individuals, and to provide adequate funding to
facilitate the 1999 World Wide Sales and Marketing
Campaign.

Additionally, many shareholders that have held their shares
for several years may have received a notice from the
bankruptcy trustee concerning a hearing to be held on
December 29, 1998. The purpose of this hearing is for
the court to review and approve the trustee's and his
attorney's final fees and expenses. Today's Aqua Vie
Beverage Corporation, as it is now restructured, is not a
party in this matter as this hearing only concerns the
"old" corporation. The shareholders in the old corporation,
whose investment positions were effectively eliminated in
late 1997, pursuant to a court ordered bankruptcy
liquidation sale, le, have had an ownership position
renewed in the new Aqua Vie Beverage Corporation as one
part of the corporate restructuring.


BEDFORD FAIR: Fingerhut Acquires Catalog
----------------------------------------
Fingerhut Companies Inc. announced that it has entered into
an agreement to acquire Bedford Fair Industries, a
cataloger of women's apparel that filed chapter 11 in
September 1997, according to a newswire report. Fingerhut,
a leading database marketing company that sells a broad
range of products and services through catalogs, direct
mail and the Internet, said the bankruptcy court approved
the acquisition on Dec. 11. The transaction is expected to
close in early January 1999. (ABI 15-Dec-98)


BRUSH CREEK: Reverse Stock Split To Save Nasdaq Listing
-------------------------------------------------------
The Sacramento Bee reports on December 10, 1998 that Brush
Creek Mining and Development Inc., teetering on the brink
of insolvency, announced a 10-for-1 reverse stock split
Wednesday that will allow its shares to remain on the
Nasdaq Stock Market.

The move, subject to shareholder approval at a special
meeting Dec. 23, would boost the value of each Brush Creek
share over the $1 mark, which is the Nasdaq minimum.
Exchange officials were prepared to remove the company from
the market, effective Friday, if no action was taken to
increase the share price.

"We've been trading below a dollar a share for the last 90
days," said Larry Stockett, chief executive officer of the
Grass Valley firm. "The only way to get it above that is a
reverse split."

Stockett, who rode into town as a business-rescuing "white
knight" in November, plans to seek shareholder direction on
a number of issues at the special meeting. They include
proposed settlements on a number of lawsuits in which the
firm is involved. Among the major issues to be put to
shareholders is a proposal to increase the authorized
shares of company stock from 10 million to 50 million. That  
would allow it to proceed with planned acquisitions of U.S.
Cement in Las Vegas and McLaughlin Engineering and Mining
Inc. in Temecula.

Wednesday's stock split announcement is just the latest
dramatic move by Brush Creek, which has recently undergone
financial and managerial turmoil. The company laid off its
entire work force of 30 in July and is embroiled in a  
dispute with Volcanic Resources, its primary investment
partner.

Sierra County, in October, seized the company's bank
account and mining equipment because of unpaid property
taxes.

Stockett, who is also CEO of U.S. Cement, hopes to turn
Brush Creek's fortunes around by effectively converting
Brush Creek into a holding company, with the mining
operation, the cement company and McLaughlin becoming  
subsidiaries.  The tax write-offs enjoyed by Brush Creek
would help boost profits at U.S. Cement and allow it to
seek public investment. Stockett wants other mining  
operations to pay for the rights to operate at Brush
Creek's mines.  Stockett has been working without
compensation and said he plans to continue doing so until
the company has its first profitable quarter.


CELLPRO: Court Approves Acquisition
-----------------------------------
Irvine, Calif.-based Nexell Therapeutics Inc., a subsidiary
of VIMRX Pharmaceuticals Inc., announced that a bankruptcy
court has approved Nexell's acquisition of CellPro
Inc.'s assets, according to a newswire report. CellPro,
operating under bankruptcy protection, will sell certain
intangible assets, including intellectual property,
patents, antibodies and related cell banks, research and
license rights to Nexell in exchange for $3 million in
VIMRX securities. (ABI 15-Dec-98)


COLUMBIA/HCA: Plans To Spin Off Hospitals
-----------------------------------------
According to a report in The Wall Street Journal on
December 15, 1998, Columbia/HCA Healthcare Corp. outlined
plans to spin off dozens of its facilities into two new
hospital companies in a filing with the SEC.

In the lengthy filings, Columbia disclosed the formation of
two companies, LifePoint Hospital s Inc. and Triad Hospital
s Inc., which would operate independently as publicly
traded corporations.  The spinoffs are expected to be
completed by the end of the first quarter pending approval
by the IRS of their tax-free status and an SEC review.  
They represent one of the most ambitious elements in
Columbia's strategy to reinvent itself as a smaller company
of about 230 hospitals, down from about 345.


COMMERCIAL FINANCIAL: Petition Lists Assets Of $415 Million
-----------------------------------------------------------
Commerical Financial Services Inc.'s Chapter 11 petition,
filed Dec. 11, estimates assets and liabilities at about
$415 million and $208 million, respectively.  The Tulsa,
Okla.-based credit card debt collector noted that it has
between 200 and 999 creditors but predicted that funds will
be available for distribution to unsecured creditors.  A
major company creditor who had purchased the Commercial
Financial's asset-backed securities obtained a temporary
restraining order on Dec. 10 limiting the company's access
to its cash position.  To prevent a "chain of events that
in all likelihood would have caused other creditors to
begin litigation as well," the company filed for bankruptcy
Friday evening.  Commercial Financial, which is reportedly
under investigation by the Securities and Exchange
Commission and the Oklahoma Securities Commission stemming
from allegations that the company improperly inflated the
securities' performance, hired Goldman Sachs & Co. last
month to evaluate strategic options and receive bids from
potential buyers. (Federal Filings Inc. 15-Dec-98)


CONTINENTAL AIRLINES: Underwriting Agreement Reported
-----------------------------------------------------
Continental Airlines, Inc., a Delaware corporation (the
"Company"), filed a current report with the SEC including
an Underwriting Agreement dated December 8, 1998 proposing
to issue and sell, subject the terms and conditions stated
therein, to Morgan Stanley & Co. Incorporated  and Credit
Suisse First Boston Corporation (the "Underwriters")
$200,000,000 aggregate principal amount of its 8% Senior
Notes due 2005 to be issued pursuant to the provisions of
an Indenture dated July 15, 1997 between the Company and
Bank One, N.A., as trustee.

The complete filing is available via the Internet at:  

http://www.sec.gov/Archives/edgar/data/0000950129-98-
004980.txt


EDISON BROTHERS: Quarterly Report For Period Ended Oct. 31
----------------------------------------------------------
Edison Brothers Inc. filed its quarterly report with the
SEC for the quarterly period ended October 31, 1998.  The
company reports a net loss of $55 million for the 39 weeks
ended October 31, 1998. Net sales for the 13 weeks and 39
weeks ended October 31, 1998 were $212.3 and
$623.4 million, respectively, a decrease of 1.7% and 7.8%
from the comparable periods of 1997. The decrease reflected
a 6.2% decrease in the average number of stores in
operation between the first 39 weeks of 1997 and first 39
weeks of 1998. Same-store sales increased 2.2% for the 13
week period and declined 2.7%for the 39 week period.

As a result of higher than expected operating losses, the
Company had to amend the minimum net worth covenant under
the Credit Facility in April 1998 and again in August 1998.
As of October 31, 1998, the Company's net worth, as
defined, was$11.7 million in excess of the minimum
requirement.  As a result of 1998 operating losses and a
diminishing amount of availability under the Credit
Facility, the Company has experienced shortened trade
credit terms with certain vendors and has had to issue
domestic letters of credit to procure certain merchandise
($9.4 million outstanding domestic letters of credit
as of October 31,1998). The Company's continuation as a
going concern will depend on, to varying degrees, the
following factors:

1. Significant improvement in the profitability of
operations.

2. No significant further shortening or restriction of
trade credit.

3. Securing additional sources of liquidity or financing,
such as an increase
   in the advance rate under the Credit Facility.

The Company is currently in the process of implementing
significant expense reduction programs and has hired an
advisor to help it to procure additional external
financing. There can be no assurance that these efforts
will be successful.


FIRST MERCHANTS: Stock Ownership Reported
-----------------------------------------
As of November 10, 1998 Herzog, Heine, Geduld, Inc. ("HHG")
reports to the SEC ownership of 725,177 shares of common
stock of FIRST MERCHANTS ACCEPTANCE CORP. representing
11.34% of the outstanding Common Stock.


FPA MEDICAL: To Sell Unit To Doctors
------------------------------------
The San Diego Union And Tribune reports on December 10,
1998 that FPA Medical Management Inc. won a bankruptcy
judge's approval to sell its Axminister Medical Group unit
to a group of doctors for $1.35 million, ending the
presence of the struggling physicians-practice manager in
the California health-care market.

U.S. bankruptcy Judge Peter Walsh approved the sale of
Axminister's health-care network as part of FPA's effort to
reorganize itself after filing for Chapter 11 protection in
July. A cash crunch had left the company unable to pay  
doctors, employees and the interest on its bonds. To help
stem losses, FPA officials decided to sell Los Angeles-
based Axminister back to the group of doctors who had
previously sold the practice to FPA, lawyers said.
Axminister's network of 20 doctors provides health-care
coverage to 17,000 consumers. FPA bought the network in
1997 for $16.2 million in stock.

"This sale marks FPA's exit from the California market,"
said John Butler, FPA's main bankruptcy lawyer, at a
hearing in Wilmington yesterday. FPA's bankruptcy case is
being handled there.  Practice managers buy up doctors'
practices and clinics, handling the administrative duties
and negotiating with insurers in return for a percentage  
of the practices' income.

Under FPA's reorganization plan, bondholders and lenders
will give up their claims in return for stock and warrants
in the reconstituted company. A hearing on the
reorganization plan is set for Jan. 12.


GLOBAL MOTORSPORT: Amendment To Tender Offer Statement
------------------------------------------------------
Global Motorsport Group Inc. reports to the SEC an
amendment number 3 to Schedule 14D-1 Tender Offer
Statement.  This Amendment No. 3 amends and supplements  
the Tender Offer Statement on Schedule 14D-1 filed with the
SEC on  November  16,  1998  by  GMG  Acquisition  Corp.  
(the "Purchaser"), a Delaware corporation and an indirect,
wholly-owned subsidiary of Stonington Acquisition Corp., a
Delaware corporation, to purchase all outstanding shares of
Common Stock, par value $.001 per share, of Global
Motorsport Group, Inc., a Delaware  corporation,  and the
associated preferred share purchase rights issued pursuant
to the Rights Agreement, dated as of  November  13,  1996,  
between the Company and American  Stock  Transfer & Trust  
Company, as Rights Agent, at a purchase price of $19.50 per
Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the  conditions  set forth in
the Offer to Purchase,  dated November  16,  1998,  and in
the  related  Letter of Transmittal (which together with
the Offer to Purchase constitutes the "Offer").

The press release issued states:
December 10, 1998 - Global Motorsport Group, Inc. today
announced that the Delaware Chancery Court has
denied Golden Cycle's motion for preliminary injunctive
relief seeking, among other things, an injunction of the
tender offer and merger and invalidation of
the termination fee and expense reimbursement provisions
provided by the merger agreement between Stonington and
Global Motorsport Group, Inc. Pursuant to the
merger agreement, GMG Acquisition Corp., an entity
controlled by Stonington, commenced a tender offer on
November 16, 1998 for all of the outstanding shares
of common stock of Global for $19.50 in cash net per share.

The pending tender offer by GMG Acquisition Corp. is
scheduled to expire at 12:00 midnight, New York City time
on Monday, December 14, 1998.  Stonington announced that it
intends to complete the tender offer at such time
and accept for payment all validly tendered and not
properly withdrawn Global shares, subject to the
satisfaction or waiver of the conditions described in the
tender offer, including shares representing at least a
majority of the total outstanding shares of common stock of
Global on a fully diluted basis being validly tendered and
not properly withdrawn.


GOLF TRAINING SYSTEMS: Closes Operations
----------------------------------------
Golf Training Systems, Inc. (OTC Bulletin Board: GTSXQ)
announced that the assets of the Company will be sold at
court  auction on December 17, 1998.  Depending on the
results of this auction, the pending Chapter 11 case will
either be dismissed or converted to Chapter 7.

The Company had attempted to restructure through Chapter
11, however, the Company was not able to generate the
needed sales levels. Extensive layoffs and cutbacks have
been unsuccessful in changing the profitability of
the operation  enough to manage the total debt and overhead
requirement.  As a result, the closure of the Company will
take place through the court and auction process.

The Company's stock was delisted from the Nasdaq exchange
and currently is traded as a bulletin board stock.

Golf Training Systems developed and marketed golf learning
and training products for the golfer. The primary products
include the Coach, the Glove, the Computer Coach and the
Right Link.  


GORGES: Accepts Tenders Of Approximately $30 Million
----------------------------------------------------
Gorges/Quik-to-Fix Foods, Inc. announced on December 1,
1998 that it had accepted tenders of approximately $30
million in principal amount of its 11 1/2% Senior
Subordinated Notes Due 2006, Series B (the "Notes"), or
approximately 30% of the Notes outstanding, and that
its tender offer for the Notes had been terminated.

The purchase price for the Notes ($320 per $1,000 principal
amount, including all accrued and unpaid interest to and
through December 1, 1998 to holders who tendered before
10:00 a.m., New York City time on December 1, 1998) has
been deposited with IBJ Schroder Bank & Trust Company, the
Trustee for the Notes for prompt payment to the holders who
tendered.

In connection with the consummation of the tender offer,
the Company waived all conditions to the tender offer,
including, but not limited to the Senior Financing
Condition, the Equity Contribution Condition, the Bridge
Financing Condition, the Minimum Tender Condition and the
General Conditions.  The purchase price was paid with the
proceeds for the sale of common stock by the
Company's parent holding company to one or more of its
existing shareholders.


GUNTHER INTERNATIONAL: Stock Acquisition Reported
-------------------------------------------------
On November 24, 1998, Four-Fourteen Partners, LLC, a
Delaware limited liability company ("4-14P"), acquired from
Four Partners, a New York general partnership ("FP"),
494,189 shares of Common Stock and Loan Warrants
exercisable for 2,105,688 shares of Common Stock. The
transfer from FP to 4-14P was made at the fair market value
of the shares of Common Stock and the Loan Warrants.

FP is a member of Gunther Partners, LLC, a Delaware limited
liability company ("GP"). Beneficial ownership of
securities of the issuer by other members of GP and
agreements between FP and the other members of GP have been
previously reported in Amendment No. 5 to the
Schedule 13D of FP filed with the Securities and Exchange
Commission on October 7, 1998.


HAGERSTOWN FIBER: Dismissal of Case
-----------------------------------
On December 10, 1998 an order of dismissal was entered by
the Honorable Stuart M. Bernstein in the case of Hagerstown
Fiber Limited Partnership, debtor.


KENILWORTH SYSTEMS: Resumes Plans For "Roulabette"
--------------------------------------------------
Kenilworth Systems Corporation of New York filed SEC FORM
reporting that on September 23, 1998 the Registrant,
Kenilworth Systems Corporation emerged from Chapter 7  
bankruptcy proceedings, when the Trustee for the Kenilworth
Estate paid, in cash, one hundred percent of all approved
creditor claims, administration fees and expenses out of
the $4,424,056 proceeds from the sale of substantially all  
of the assets of the Kenilworth Estate, recoveries of
receivables and interest income.

Kenilworth resumed operations planning to develop
"Roulabette" a wagering system for casino table games that
heretofore has not been available. (Copyright States News
Service States SEC-12/09/98)


LIBERTY HOUSE: Biz Plan Deadline Extended To January 22
-------------------------------------------------------
The major parties in Liberty House Inc.'s chapter 11 case
have agreed to push back the deadline for the retailer's
preliminary 1999 business plan until Jan. 22. The latest
agreement calls for Liberty House to present the plan to
the creditors' committee and the company's lenders at a
meeting in Los Angeles during the week of Jan. 25.
Presentation of the business plan, including a summary
forecast for 2000 and 2001, must occur by Jan. 29. The
stipulation, approved Dec. 7, modifies the parties'
previous agreement regarding exclusivity. The Nov. 3
stipulation extended the retailer's exclusive
period to file a reorganization plan through Feb. 28,
provided any proposal is consensual. That agreement had
required Liberty House to deliver its business plan by Dec.
4.  (The Daily Bankruptcy Review and ABI Copyright
c December 15, 1998.)


LYNX GOLF: Seeks Order Approving Disclosure Statement
-----------------------------------------------------
On January 19, 1998 the debtor, Lynx Golf, Inc., f/k/a Lynx
Acquisition Corporation will move the court for entry of an
order approving its Disclosure Statement regarding its plan
of reorganization and approving the forms of ballot, and
the form of notice of confirmation hearing.


MAXICARE HEALTH: Stock Ownership Reported
--------------------------------------------
Heartland Advisors Inc. reports sole voting power over  
2,312,700 shares of common stock and beneficial ownership
of 3,475,400 shares of common stock (19.4% of the class) of
Maxicare Health Plans Inc. The shares of common stock to
which this Schedule relates are held in investment advisory
accounts of Heartland Advisors, Inc.


MOBILEMEDIA CORP: Modifies Issuance of Rights and Warrants
----------------------------------------------------------
The disclosure statement for MobileMedia's third amended
joint reorganization plan modifies, among other things, the
provisions governing the issuance of rights and warrants
under the plan.  The Dec. 3 filing notes that rights, which
entitle Class 6 unsecured claim holders to purchase up to
108.5 million common and class B common shares of
MobileMedia buyer Arch Communications Group Inc., have a $2
exercise price.  The rights will constitute between 55.1%
and 73.1% of Arch capital shares outstanding on the
effective date.  Moreover, the paging concern set the
exercise price for warrants issued under the plan at $2
plus 20% of the return from the effective date to the Sept.
1, 2001, warrant termination date.  The actual exercise
price will be subject to adjustments based on, among other
things, the issuance of dividends, rights, options or
warrants to Arch stockholders as well as reclassification
of outstanding Arch debt.  MobileMedia and Arch announced
their $700 million merger plan on Aug. 20 which would
result in the creation of a $1.8 billion Arch subsidiary.
(Federal Filings Inc. 15-Dec-98)


NEW INDIGO RESOURCES: Interim Results for First Quarter
-------------------------------------------------------
New Indigo Resources Inc. ("New Indigo") recorded a
loss of $329,000 ($0.02 per share) for the  three months
ended September 30, 1998, which compares to a loss of  
$64,000 ($0.005 per share) for the three months ended
September 30,  1997. New Indigo's general operating
expenses increased to $308,000 compared to $123,000 for the
first quarter ended September 30, 1997, primarily due to
increased salaries, legal and audit expenses, and interest
costs. Exploration and development expenditures  
incurred during the period decreased to $683,000  compared
to $830,000 for the comparable period in 1997.

Under the terms of a support agreement signed on December
4, 1998 with Lytton Minerals Limited ("Lytton"), the
balance of the advance payable to Lytton at September 30,
1998 was converted to a term loan due June 30,
1999.  In addition, Lytton has agreed to increase the
amount of the term loan up to an additional $600,000.

New Indigo and partner Lytton (operator) conducted a summer  
field program on the Jericho and Greater Jericho project
areas  between July and early September 1998. The program  
resulted in the identification of numerous high potential
targets, and a series of moderate potential targets

New Indigo is very encouraged by the early success of the
1998 exploration program, and plans to continue the
exploration for new kimberlites on the current property
holdings in 1999. The program will consist of further  
investigation of the identified geophysical  targets,
primarily through ground geophysics, and will lead to a  
spring 1999 exploration drilling program.

New Indigo's primary goal is to discover additional
kimberlites in close proximity to the existing discoveries,
thus enhancing the economics and scale of the Jericho
Project. All litigation brought by Mr. H. Miller and the
Fern Trust against the Company has been terminated by
agreement, and all relevant parties will be executing
mutual releases. The settlement is subject to court*
approval. Discussions are taking place between New Indigo
and Lytton regarding a future amalgamation between the two
companies. The directors of New Indigo believe that an
amalgamation will generate substantial benefits for the
shareholders by consolidating the jointly held diamond
property interests under one corporate entity.

Mr. Fred Sveinson resigned as Chief Operating Officer of
the corporation in August, and Mr. James Sandison resigned
from his position as director in November. Mr. Douglas
Scharf was appointed to the Board of Directors of the  
Company in November.


NORD RESOURCES: Legal Action Against Directors/Officers
-------------------------------------------------------
MIL Investments, S.A. ("MIL"), a significant shareholder of
Nord Resources Corporation (NYSE:NORD), commenced a legal
action on December 2, 1998 in Dallas, Texas, on behalf
of Nord, against Nord Pacific Limited, W. Pierce Carson,
Edgar F. Cruft,Terrence H. Lang and Hicor Corporation (the
"Defendants").  Nord is the controlling shareholder of Nord
Pacific Limited ("Nord Pacific"), a publicly
traded company listed on The Toronto Stock Exchange
(TSE:NPF).  Messrs. Carson, Cruft and Lang are each
directors and officers of both Nord and Nord Pacific.

The lawsuit is a derivative action, brought on behalf of
Nord against its directors and officers, and alleges that
the defendants unlawfully directed money from Nord to fund
Nord Pacific at a time when those funds were desperately
needed by Nord.  These activities are alleged to constitute
conspiracy, negligence and a breach of the fiduciary duty
of the named Nord directors and officers.

The action claims ordinary and punitive damages against the
Defendants totaling more than US$50 million.  A jury trial
has been requested.

Separately, in filings made with the U.S. Securities and
Exchange Commission this week, MIL has disclosed that it
has made recent market purchases of Nord shares.  These
purchases were made for investment purposes and reflect
MIL's belief in the underlying value of Nord's 50% interest
in the Sierra Rutile Limited joint venture.  These
purchases and the derivative action underscore MIL's
determination to protect both its investment and the
investments of the other Nord shareholders in the face of
the actions taken by Nord's present management.
                                                                  

NORTH AMERICAN: Arthur Andersen Quits
--------------------------------------
On December 4, 1998, North American Gaming and
Entertainment Corporation (the "Company") received a letter
from its independent accountant, Arthur Andersen LLP, that
it was terminating the client-auditor relationship between
Arthur Andersen LLP and the Company.

There were no disagreements with Arthur Andersen LLP on any
matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure,
which, if not resolved to its satisfaction, would have
caused it to make reference to such disagreement in its
report.

Neither of the reports of Arthur Andersen LLP on the
Company's financial statements for the Company's fiscal
years ended December 31, 1997 and 1996 contained an adverse
opinion or disclaimer of opinion, or was modified as to
uncertainty, audit scope, or accounting principles.


PENNCORP FINANCIAL: Supplement to Prospectus
--------------------------------------------
Penncorp Financial Group Inc. reports to the SEC a ninth
supplement to Prospectus dated March 9, 1998, as amended
and supplemented (the "Prospectus"), of PennCorp
Financial Group, Inc. (the "Company") relating to the offer
and sale by the Selling Security holders (as defined in the
Prospectus) of (i) (x) up to 2,875,000 shares of $3.50
Series II Convertible Preferred Stock, par value $0.01
per share (the "Convertible Preferred Stock"), of the
Company and (y) up to 4,118,911 shares of common stock, par
value $0.01 per share (the "Common Stock"), of the Company
or such other number of shares of Common Stock resulting
from an adjustment to the conversion price of the
Convertible Preferred Stock pursuant to the antidilution
provisions of the Certificate of Designation governing the
Convertible Preferred Stock issuable upon conversion of the
Convertible Preferred Stock, and (ii) the offer and sale by
the Company of the Common Stock issuable upon conversion of
the Convertible Preferred Stock.

A table setting forth certain information as of December 4,
1997 (except as otherwise indicated) as to the security
ownership of the Selling Security holders is available via
the Internet at  

http://www.sec.gov/Archives/edgar/data/0000950134-98-
009574.txt


PITTSBURGH PENGUINS: Judge Approves $20M Loan
---------------------------------------------
Despite objections by some creditors, yesterday bankruptcy
judge Bernard Markovitz agreed to allow the Pittsburgh
Penguins hockey team to borrow $20 million from French bank
Societe Generale; the ruling will enable the team to meet
payroll today and stay in business until the beginning of
the 1999-2000 season, the Associated Press reported. The
judge agreed to the loan after the bank renegotiated the
terms; the team will pay 7.5 percent interest. The
Penguins, which are operating under chapter 11 protection,
owe about $125 million, in addition to the new $20-million
loan, but on Friday Judge Markovitz ruled that the team
could not borrow an additional $18.5 million from the
National Hockey League. (ABI 15-Dec-98)


PONDEROSA FIBRES: Court Lets Exclusivity Expire
-----------------------------------------------
The U.S. Bankruptcy Court in Reading, Pa., dealt Ponderosa
Fibres of Pennsylvania Partnership another blow by allowing
exclusivity to expire, opening the door to the possibility
of a reorganization plan from the creditors' committee. In
a brief Dec. 4 order, Judge Thomas Twardowski denied both
the partnership's bid for a 90-day extension
and the committee's request to terminate exclusivity in
order to file a competing proposal. "The court finds that:
(1) Debtors have not established 'cause' for extending the
exclusivity period as required by 11 U.S.C. 1121(d); and
(2) in light of my denial of Debtors' motion to extend the
exclusivity period and the fact that the original
180 day exclusivity period expired...there is no
exclusivity period to dissolve," as the committee had
requested. (The Daily Bankruptcy Review and ABI Copyright
c December 15, 1998)


RDM SPORTS GROUP: Trustee Taps Special Counsel
----------------------------------------------
The Chapter 11 Trustee in the case of RDM Sports Group,
Inc., and its affiliate debtors seeks to employ Cahill,
Christian & Kunkle, Ltd. as special counsel to handle
litigation with General Electric Company and to retain
litigation experts in the ordinary course of business.

The Chapter 11 Trustee seeks authority to compensate such
experts on a current basis up to a maximum aggregate of
$500,000 without further order of the court.  A hearing to
consider the application will be held on January 5, 1999 at
10:00 AM in Courtroom 1201, US Courthouse, Richard B.
Russe33ll Building, 75 Spring Street, SW, Atlanta, Georgia.


SABACOL INC: Files For Protection Under Chapter 11
--------------------------------------------------
Saba Petroleum Company (Amex: SAB) announced on December
15, 1998 that its wholly-owned subsidiary, Sabacol, Inc.
("Sabacol"), has filed for the protection of its assets
under Chapter Eleven of the U.S. Bankruptcy Code.

Sabacol's assets, located solely in Colombia, consist of a
50% interest in a 118 mile pipeline and varying interests
in heavy oil producing properties. Sabacol has undertaken
this action to protect its asset base and to provide
adequate time to develop a re-organization plan for the
benefit of its creditors and shareholder. At the time of
filing, Sabacol had reported that it had current
liabilities of $4.6 million. Due to a 41% decline in oil
prices since December 31, 1997, fully burdened costs
are expected to exceed revenues. Under present operating
procedures and conditions, the producing properties are
uneconomic.

Sabacol is not the operator of the properties and has
notified the operator of its intent to audit all
relevant operating documents and all financial transactions
for 1996, 1997 and 1998. Any potential future action would
be based on results of the audit. Furthermore, a new
management team has been appointed for Sabacol to protect
its assets and develop an effective re-organization plan.

Saba's Management Committee stated, "Since inheriting the
daily management of the Company, various corrective
measures are being taken to provide active direction
throughout the Company.  The current debt-load and
declining oil prices require a proactive plan to preserve
all of the Company's assets. In addition, the Committee is
aggressively working toward the consummation of the planned
merger with Horizontal Ventures, Inc. ("HVNV") in order to
implement the new business plan of the combined companies."

Under the planned strategy, with a low-debt structure and
high degree of liquidity, the combined company will focus
on applying HVNV's proprietary horizontal drilling
technology to the enhancement of its reserves in
California, increasing its production, processing its oil
at its wholly-owned asphalt refinery and efficiently
placing the asphalt into the stable asphalt market. This
strategy is expected to provide a firm hedge to oil price
fluctuations and thus the current oil price will
have little relevance to the merged company's business
results.

Saba Petroleum Company is an independent energy company
with oil and gas production and development activities in
North America and Colombia. In the United States, the
Company's primary areas of activity are California,
Louisiana and New Mexico. The Company also has large
land positions and exploration options on exploratory
projects in the U.S.A., Indonesia and the United Kingdom.


SOUTHERN PACIFIC: Committee Taps CIBC Oppenheimer
-------------------------------------------------
The Official Creditors' Committee of Southern Pacific
Funding Corporation, debtor, seeks approval of the
employment of CIBC Oppenheimer Corp for the purpose of
evaluating and advising the Committee with respect to the
proposed sale of the assets of a subsidiary of the debtor,
Southern Pacific Mortgage Limited, an originator and seller
of whole loans in the United Kingdom.


BOMAC Capital Mortgage Inc. objected to the application on
the grounds that the proposed compensation is unreasonable,
CIBC Oppenheimer is not disinterested and CIBC Oppenheimer
is not entitled to indemnification.  The Committee argues
that the compensation is reasonable, that CIBC Oppenheimer
does not have to be disinterested and that the firm is
entitled to indemnification.


SOUTHERN PACIFIC: Committee Supports Pentalpha Employ
-----------------------------------------------------
The Official Creditors' Committee of Southern Pacific
Funding Corporation is seeking approval to employ Pentalpha
Group LLC for the purpose of advising the Committee with
respect to issues concerning the valuation and liquidation
of the financial instruments comprising the major assets of
the debtor.

BOMAC Capital Mortgage Inc. objected to the application on
the grounds that the compensation is unacceptable, nunc pro
tunc appointment should not be allowed, Pentalpha has not
made disclosures of disinterestedness, and indemnification
is improper.  BOMAC objects to the $45,000 retainer and the
performance incentive fee.  The Committee states that the
compensation is reasonable within the industry, that nunc
pro tunc employment is appropriate, that Pentalpha is
disinterested and that indemnification is proper.


STAR NEWCO: Proposed Sale of Elgen Division For $1.325M
-------------------------------------------------------
On December 7, 1998 the court ordered that a hearing shall
be held on December 22, 1998 on the motion of debtor, Star
Newco Inc. for entry of an order pursuant to the bankruptcy
code for approval of the sale of all assets of the debtor's
Elgen Division.

The sale is pursuant to an asset purchase agreement dated
December 2, 1998 by and among Capital Hardware Supply, Inc.
and the debtor.  Pursuant to the agreement, Capital would
purchase the assets as a going concern for a purchase price
of $1.325 million.  The asset purchase agreement is subject
to higher and better offers.


TORONTO'S SKYDOME: To Be Auctioned
----------------------------------
SkyDome Corp. has announced that Toronto's 60,000-seat
SkyDome will be put up for auction; the sports facility
filed for bankruptcy protection in November, citing
liabilities of about C$60 million, Reuters reported. The
value of the building has been placed at C$125 to C$150
million. PricewaterhouseCoopers, the court-appointed
trustee, will supervise the auction and prepare information
packages for interested parties under strict
confidentiality agreements. SkyDome also announced that it
is seeking a stay of proceedings in its reorganization
until February 28, since a bidding process requires more
time. Several parties have already expressed interest.
(ABI 15-Dec-98)

                      *********

A listing of meetings, conferences and seminars appears in
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                        *********

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.,
Princeton, NJ, and Beard Group, Inc., Washington, DC.  
Debra Brennan and Lexy Mueller, Editors.   

Copyright 1998.  All rights reserved.  ISSN 1520-9474.  
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