TCR_Public/990126.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
    Tuesday, January 26, 1999, Vol. 3, No. 17

                   Headlines

ACME METALS: Alpha Tube Seeks Key Employee Plan
ADVANCED GAMING: Monthly Statement
ADVANCED GAMING: SEC Objects To Disclosure Statement
AMPACE CORP: Seeks Extension To Assume/Reject Leases
BEAL MOUNTAIN: Court Converts Cases To Chapter 7

BROTHERS GOURMET: Committee Objects To Bidding Procedures
CENTENNIAL COAL: Bar Date Set For March 1,1999
CML GROUP: Committee Taps Sullivan & Worcester as Counsel
COMMERCIAL FINANCIAL: Order Authorizes Attorneys
DANKA BUSINESS: Cuts Jobs to Avoid Bankruptcy

DOW CORNING: Disclosure Statement Hearing Continued
FPA MEDICAL: Hearing With Respect To Sale Motion
HOMEPLACE: Holidays Provide Hope
IMARK TECHNOLOGIES: Bar Date Fixed
IMARK TECHNOLOGIES: Announces Filing Reorganization Plan

INT'L WIRELESS: Minority Shareholders Object To Plan
HEARTLAND WIRELESS: Committee Taps Andrews & Kurth
JOHNS MANVILLE: Explore Sale of Company or Merger
JOTAN INC: Committee Taps Law Firm
LIBERTY HOUSE: Debtor Authorized To Employ Finecon

LOGAN GENERAL: Parent to Sell Non-Health Care Holdings
PHELPS TECHNOLOGIES: Confirmation Order
PRIME TIME: Judge Rules Bankruptcy Improper
RAYROCK RESOURCES: Glamis and Rayrock Agree to New Plan
SOUTHERN PACIFIC: Committee Taps Pentalpha

SOUTHERN PACIFIC: Engagement Letter With CIBC Oppenheimer
SOUTHLAND CONTAINER: Committee Taps Law Firm
WEIRTON STEEL: Posts $10.7 Million Loss For Quarter

Meetings, Conferences and Seminars

               *********

ACME METALS: Alpha Tube Seeks Key Employee Plan
-----------------------------------------------
Alpha Tube Corporation, debtor, seek entry of an order
authorizing Alpha Tube to implement a Key Employee
Retention plan consisting of a performance-based component,
a retention payment component and a severance component.

The target incentive payments are contingent on achieving
certain financial goals.  At current salaries, if all 7
employees earned their target incentive payment, the total
cost would be about $175,000.  If all 7 employees earned
their maximum incentive payment, the maximum cost would be
about $263,000.

There are four participants in the retention component.  If
all participants remain with the company, the total annual
cost of this part of the plan would be about $100,000.

The severance component applies to seven participants.  The
total average severance payment would be approximately
$580,000.

Alpha tube believes that the retention plan provides
sufficient incentives to enable it to retain personnel,
many whom are faced with more than their normal duties due
to the Chapter 11 cases.  The debtors are also very
interested in retaining the necessary, experienced and
knowledgeable management who will enable Alpha Tube to
perform strongly, and preserve the value of its estates.


ADVANCED GAMING: Monthly Statement
----------------------------------
The Office of the United States Trustee filed a monthly
statement reporting net income of $3,836 on gross sales of
$29,466 for the period from December 1, 1998 to December
31, 1998.


ADVANCED GAMING: SEC Objects To Disclosure Statement
----------------------------------------------------
The SEC objects to the Disclosure Statement of Branson
Signature Resorts, Inc. and advanced Gaming Technology,
Inc., debtors.  The SEC states that the Disclosure
statement does not contain adequate information. The SEC
states that the Disclosure statement does not indicate
whether the debt offering will be registered under the
Securities Act or will qualify for an exemption from
registration.

The Commission objects to approval of the Disclosure
statement because in its view "the solicitation of so-
called "loans" and subsequent issuance of stock in exchange
for the debt is not exempt from the securities registration
requirements and there are no facts disclosed that support
reliance on the private offering exemption.  

In addition, the Disclosure Statement fails to convey
adequate information concerning the offer and sale of
securities in the reorganized debtors.

Another feature of the plan that could prevent its
confirmation is the provision that would deny members of
Class 7, AGT equity interest holders, a plan distribution
if the class rejects the plan.


AMPACE CORP: Seeks Extension To Assume/Reject Leases
----------------------------------------------------
The debtors, Ampace Corporation and Ampace Freightlines,
Inc., are seeking an order extending the time within which
the debtors may assume or reject unexpired leases of
nonresidential real property.  The debtors are tenants
under four leases, including terminal facilities in Monroe,
Louisiana and Calhoun, Georgia with each location servicing
a focused group of clients.  The debtors seek an extension
to and including May 14, 1999 to assume or reject the
leases.  A hearing on the motion is scheduled before the
Honorable Peter J. Walsh, February 22, 1999.

The debtors believe that the leases may prove to be vital
to their reorganization.  Without this extension, the
debtors state that they may be compelled prematurely and
improvidently to assume certain of the leases that they
later discover a re burdensome, thus creating potential
administrative claims.  Without an extension until May, the
debtors' management and professionals will be diverted from
other essential elements of its reorganization efforts.


BEAL MOUNTAIN: Court Converts Cases To Chapter 7
------------------------------------------------
On the 14th day of January 1999, the court entered an order
converting the administratively consolidated Chapter 11
cases of the following debtors to Chapter 11:

Beal Mountain Mining, Inc.
Black Pine Mining, Inc.
Pangea Explorations, Inc.
Pangea Gold Corporation
Pangea Minerals, Inc.
Pegausus Gold Montana Mining, Inc.
Pangea Resource Explorations, Inc.
Pegasus Gold Finance Corporation
Pegasus Gold Financing, LLC
Pangea International Holdings Corporation
POV Corporation
Zortman Mining, Inc.


BROTHERS GOURMET: Committee Objects To Bidding Procedures
---------------------------------------------------------
The Official Committee of Unsecured Creditors in the
chapter 11 cases of Brothers Gourmet Coffees, Inc. objects
to the debtors' motion for entry of an order approving
proposed bidding procedures with respect to the sale of the
debtors' business and approving certain terms of stock
purchase agreement.

The Committee states that the auction procedures proposed
by the debtors are structurally flawed, premised on a
defective "stalking horse bid, and therefor, incapable of
rendering the highest return to the creditors of the
debtors' estates.  The committee states that the
maximization of creditor recoveries can only be achieved I
these cases if the unsecured creditors become the owners of
a substantial interest in the debtors under a plan.

the committee also states that the stalking horse bid
contemplates a purchase price that may be lower than the
net recovery in a straight liquidation of the debtors'
assets, and provides no recovery to unsecured creditors,
and has been submitted by an entity that does not have the
wherewithal to close the transaction.  The Committee states
that the proposed stalking horse is a shell corporation
with no assets, that is owned by two individuals who
operate from their homes, and who have no prior experience
in the coffee business at any level.  The Committee states
that Kevin McBride and Lee Griffith "have nothing to offer,
and are simply attempting to achieve a windfall fee of
$550,000 at the expense of the unsecured creditors.  The
Committee states that even with competing bids the
unsecured creditors will likely receive either no
distribution or an insignificant one.  The Committee argues
that the proposed agreement appears to be simply an
artifice by which two promoters have gambled that they can
achieve a 100% return on an earnest money deposit of
$500,000.  Therefore the Committee is requesting that the
due diligence and break-up fees be denied.


CENTENNIAL COAL: Bar Date Set For March 1,1999
----------------------------------------------
On January 12, 1999, the court entered an order in the case
of Centennial Coal, debtor and its affiliated debtors
setting the Bar Date.  All creditors of the debtors holding
claims of any kind against any of the debtors that arose on
or before the Petition Date are required to file a proof of
claim form at or before 4:00 PM on March 1, 1999.


CML GROUP: Committee Taps Sullivan & Worcester as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of CML Group,
Inc. requests an order authorizing and approving the
employment of the firm of Sullivan & Worcester LLP as
counsel to the Committee.  The firm will provide the
Committee legal advice with respect to its duties and
powers in the case.


COMMERCIAL FINANCIAL: Order Authorizes Attorneys
-------------------------------------------------
On January 12, 1999, the court entered an order authorizing
the debtors to employ Tomlins & Goins as legal counsel to
represent the debtor.


DANKA BUSINESS: Cuts Jobs to Avoid Bankruptcy
---------------------------------------------
The Buffalo News reports on January 23, 1999 that                             
Danka Business Systems PLC, which bought Eastman Kodak
Co.'s copier distribution business in 1996, is cutting
about 450 jobs in the photography company's hometown.

Danka has seen a sharp decline in revenues, profit and
stock price since it doubled in size by buying Kodak's
copier sales and service business for $688 million.

In an attempt to avoid bankruptcy, Danka said Friday it is
laying off about half its work force here but will offer to
relocate some of them to other Danka  plants around the
country.

Short on cash and pondering bankruptcy, Danka had accounted
for 90 percent of Kodak's $425 million in annual copier
sales until the companies
terminated  their supply contract in December.

In November, Kodak eliminated about 300 jobs at its copier
assembly plant because of declining demand from Danka.  
Office equipment distributor Danka is based in London with
U.S. headquarters in St. Petersburg, Fla. It employs 20,000
people worldwide.


DOW CORNING: Disclosure Statement Hearing Continued
---------------------------------------------------
All objections to Dow Corning Corp.'s disclosure statement
were heard by the court over the course of a three-day
hearing which ended Friday. The court continued the
hearing to Feb. 4 to give Dow Corning and the tort
claimants' committee time to make changes to the disclosure
statement and to provide time for parties to comment on the
edits. The reorganization plan jointly proposed by the
former silicon implant manufacturer and the tort claimants'
committee drew objections from numerous parties, including
the official committee of unsecured creditors. (The Daily
Bankruptcy Review and ABI Copyright c January 25, 1999)


FPA MEDICAL: Hearing With Respect To Sale Motion
------------------------------------------------
The debtors, FPA medical Management, Inc. and those of its
direct and indirect subsidiaries and related professional
corporations, including Health Partners, Inc and Cincinnati
Health Partners, Inc. seek approval of an Asset Sale
Agreement and termination fee, authorizing the sale of
Cincinnati Health Partners Assets.  Objections to the sale
motion must be received by January 25, 1999.  The debtors
are soliciting competing bids for the sale of the Health
Partner Assets.  A competing bid must be received no later
than January 25, 1999.  The competing bid must be in the
form of a marked up agreement substantially on the same
terms and conditions as the Agreement and offer a minimum
of $3.85 million, that is $150,000 higher than the Purchase
Price.  If the debtors receive a qualified bid, the auction
will take place at the office of Skadden, Arps, Slate,
Meagher & Flom LLP, Wilmington, Delaware.

A hearing with respect to the sale motion will be held on
January 27, 1999 at 10:00 am.  


HOMEPLACE: Holidays Provide Hope
--------------------------------
Crains Cleveland Business reports on January 4, 1999 that  
HomePlace Stores Inc. begins its second year under Chapter
11 bankruptcy  protection tomorrow, Jan. 5, after ending
the holiday shopping selling season  on a merry note.

After losing nearly $68 million in its first 10 months in
bankruptcy proceedings, the Valley View-based retailer and
its unsecured creditors are optimistic the 78-store chain
is getting back on track.

"Sales projections (at HomePlace) are on plan and above,
Hofstetter, credit manager at Salton-Maxim Housewares Inc.,
a Mt. Prospect, Ill., company that is an unsecured creditor
of the retailer. "They may be beating the odds."

Indeed, Larry Pollock, chief executive officer of
HomePlace, said cash register sales were up significantly
during the recently concluded holiday shopping season,
although he declined to offer specifics during a pre-
Christmas interview.

"We're very focused on key assortments the customers really
want," Mr. Pollock said.

HomePlace's performance is improving because it is working
on its weaknesses, said John Moog, president of J.C. Moog
Corp., a stores fixtures manufacturer in Jeffersonville,
Ind.

"They're tracking sales of each item and seeing what's
moving and what's not," said Mr. Moog, who sits on the
committee of unsecured creditors working  with the retailer
to reorganize. "I think they're doing a good job on
the  reorganization. They've gone out and done their
homework and not blamed it on anybody else. They questioned
why they weren't doing as well as they should.  And they're
taking a deeper look at what they were doing in their
stores."

HomePlace is testing a new store format in North Olmsted
that clusters popular items near the entrance, at the end
of aisles and close to the cash registers.

Mr. Moog said the test store is doing so well the company
plans to remodel its remaining stores.

Financial results for the holiday shopping season probably
won't be filed with the U.S. Bankruptcy Court in
Wilmington, Del., until later this month or next month. In
October, HomePlace lost $2.8 million on revenue of $27
1  million.

While creditors want to see improved results, they're not
expecting profits.  "As long as they are in Chapter 11,
they will lose money," Mr. Hofstetter said. "There's a lot
of attorneys' fees in Chapter 11." (Copyright UMI Company
1999 All rights reserved.)

                    
IMARK TECHNOLOGIES: Bar Date Fixed
----------------------------------
On January 13, 1999, an order was entered fixing the last
date to file proofs of claim or interest in the Chapter 11
Bankruptcy case of IMARK Technologies, Inc.

The last date to file proofs of claim or interest in the
debtor's Chapter 11 bankruptcy case is February 16, 1999.

February 23, 1999 at 2:00 PM is fixed as the date and time
for the hearing on confirmation of the plan.


IMARK TECHNOLOGIES: Announces Filing Reorganization Plan
--------------------------------------------------------
Imark Technologies, Inc. ("Imark" or the "Company") (OTC-
Bulletin Board: MAXX), "The Information Commerce
Company(TM)," announced today that it has filed its Amended
Plan of Reorganization and Disclosure Statement with the
Federal Bankruptcy Court -- Eastern District of Virginia,
Alexandria Division.  The plan provides information on
settlement of claims and the settlement for shareholders.  
The plan is also being filed with the SEC.  Copies of the
plan and disclosure statement were sent to all Shareholders
of Record.  A hearing date of February 23 has been set for
confirmation of the plan.

In other news, Imark has received its first installment of
Debtor-in-Possession  (DIP) financing from International
Advance per a DIP financing agreement that is part of the
reorganization plan.

Imark is not currently trading on the OTC Bulletin Board
since it has not made its required 10 K and 10 Q filings
with the SEC.  Hence, it is currently trading on the "pink
sheets."  When Imark becomes current with its SEC filings,
it will then be eligible to trade on the OTC Bulletin
Board.

Imark also announces that it has moved to smaller offices
at 620 Herndon Parkway, Suite 200, Herndon, Virginia,
20170.  The phone and fax numbers will remain the same.


INT'L WIRELESS: Minority Shareholders Object To Plan
----------------------------------------------------
Loeb Partners Corporation, Thomas L. Kempner & William A.
Perlmuth as Trustees U/W CML trust F/B/O Alan H. Kempner,
Jr., Henry A. Loeb, Elizabeth Loeb Levin, and Jean Loeb
Troubh as Trustees U/W Carl M. Loeb 1/3/55 Trust F/B/B
henry A. Loeb Children, Irwin D. Rowe, Edward Campbell, Jay
W. Cooper, Mark J. Kaplow, Knafel Family foundation, Sidney
R. Knafel, Norman N. Mintz, Jessica Tcherepnine, Harvey L.
Tepner, Frederick Wallert, Richard A. Beberman, Robert
Krones, Joseph S. Lesser, Elaine McKay, Robert McKay, Sr.,
McKay Charitable Remainder Trust, McKay Family Partnerhip,
Baupost Limited Partnership 1983 C-1 and Pomona capital II,
LP ("Objectors") request that the confirmation fo the
second amended joint Chapter 11 plan of reorganization of
International Wireless Communications Holdings, Inc., et
al., be denied on the grounds that the plan has been
proposed contrary to law, that the terms of the
"settlement" are unreasonable.

The objectors believe that their shares of RMD would have
entitled them to cash payment in excess of $3.5 million
upon a fair appraisal. While the objectors are party to a
securities fraud action, and the debtors are not party to
the action, the defendants are or were at times officers
and/or directors of Vanguard and/or the debtors.  The
objectors state that the plan attempts to extinguish
objectors' claims against non-debtors and that they have
not consented and do not consent to the release of their
securities fraud claims.  The objectors will receive no
consideration under the plan for thee proposed release of
their securities fraud claims.  
  
The objectors state that the plan constitutes a "naked
attempt by the debtors to have this court interfere with
the District Court's jurisdiction over the Securities Fraud
action."  The objectors state that Section 524(e) of the
Bankruptcy Code prohibits non-consensual releases of non-
debtors' claims against non-debtors.  And finally, the
objectors state that the purported "settlement" with
Vanguard fails to meet the requirements of the Code. The
objectors state that the debtors could never have evaluated
a suit against Vanguard because there would be an immediate
conflict of interest since there is significant overlap in
the Boards of Vanguard and IWCH, including a common
chairman.



HEARTLAND WIRELESS: Committee Taps Andrews & Kurth
--------------------------------------------------
The Official Committee of Unsecured Creditors of Heartland
Wireless Communications, Inc. is seeking authorization to
employ Andrews & Kurth LLP as co-counsel to the Committee
in
this case.

Among other things the firm will render general
representation to the Committee.  The firm will advise and
consult with the Committee concerning legal questions
arising in administering the debtor's estate and the
unsecured creditors' rights and remedies in connection with
the estate.

The firm will assist the Committee in preserving and
protecting the debtor's estate.

The firm will consult with the debtor concerning the
administration of the case.

The firm will prepare any pleadings, motions, answers,
notices, orders, and any reports that are required for the
protection of the Committee's interests and the orderly
administration of the debtor's estate.

The Committee seeks retention and employment of Young,
Conaway Stargatt & Taylor LLP as co-counsel to the
committee.

JOHNS MANVILLE: Explore Sale of Company or Merger
-------------------------------------------------
Building products company Johns Manville Corp. which was
nearly devastated by asbestos litigation in the 1980s, said
Monday it will explore a possible sale or merger.  The
company said it will begin a strategic review of
alternatives and has hired J.P. Morgan & Co. Inc. as a
financial adviser.

The announcement was made by the company and its majority
shareholder Manville Personal Injury Settlement Trust,
which holds a 79 percent stake in the company.  The trust,
created in 1988 to cover asbestos-related claims, is being
advised by Goldman Sachs & Co.

"No decision has been made to enter into any transaction or
as to what form any such transaction might take," according
to the statement.  Shares of Johns Manville jumped $1.06 to
$17 per share in composite trading on the New York Stock
Exchange.

The company is a major producer of fiberglass wall
insulation and also makes other products used in roofing
and flooring. It had 1998 sales of $1.8 billion.  But Johns
Manville was best known as a major producer of asbestos,
which causes serious lung ailments. The company was forced
into bankruptcy in 1982 as it faced thousands of health-
related lawsuits.

While in bankruptcy, the company halted asbestos production
and created a trust fund to cover asbestos-related claims.
The company briefly changed its name to Schuller Corp. in
1996, but took back the Johns Manville name the following
year.


JOTAN INC: Committee Taps Law Firm
----------------------------------
A hearing will be held in the matter of Jotan, Inc., debtor
on the application for an order authorizing employment of
Miller, Canfield, Paddock and Stone, PLC as attorneys for
the Official Unsecured Creditors' Committee.  The hearing
will be on January 28, 1999 at 10:30 am before the
Honorable Jerry A. Funk.


LIBERTY HOUSE: Debtor Authorized To Employ Finecon
--------------------------------------------------
The Honorable Lloyd King entered an order on January 13,
1999 authorizing the debtor, Liberty House, Inc. to employ
FinEcon as its financial economic consultants with
compensation to be at the expense of the estate in such
amount as the court may allow.

LOGAN GENERAL: Parent to Sell Non-Health Care Holdings
------------------------------------------------------
Logan, W.V.-based Monterra Health Systems, the parent
company of Logan General Hospital, announced it will sell
its controversial mall and all other non-health care
holdings as soon as possible, The Charleston Gazette
reported. Monterra Development owes more than $29.5 million
to the hospital for its funding of the FountainPlace Mall.
Although the hospital's assets are greater than its
liabilities, it suffered severe cash flow problems because
of its funding of the mall project. The hospital now is
working on a reorganization plan that may include selling
the hospital or hiring a management firm. The
board of directors of Monterra Health Systems voted last
week to sell all non-health care property, and most likely
will dissolve Monterra Development after the holdings are
sold. (ABI 25-Jan-99)
    

PHELPS TECHNOLOGIES: Confirmation Order
---------------------------------------
The court entered an order on January 11, 1999, finding
that the Disclosure Statement of the debtors, Phelps
Technologies, Inc. and Phelps Tool and Die Houston, Inc.,
is fully and finally approved as containing adequate
information and the Joint Plan of reorganization of the
debtors and the Official Unsecured creditors Committee is
confirmed.


PRIME TIME: Judge Rules Bankruptcy Improper
-------------------------------------------
The Fairfield County Business Journal reports on January 4,
1999 that Greenwich auto leasing firm should not have been
forced into involuntary Chapter 11 bankruptcy last
November, according to the U.S. Bankruptcy Court in White
Plains, N.Y.  Judge Adlai S. Hardin Jr. noted that U.S.
Alliance Federal Credit Union's stated reasons for taking
the action--alleging fraud and nonpayment-are "hotly
disputed" by Prime Time Holdings L.L.C. in separate
litigation.

As a result, Judge Hardin ruled on Dec. 22 that the credit
union failed to meet the legal "undisputed unliquidated
claim" litmus test of an appropriate motive for forcing an
alleged debtor into bankruptcy.  The judge said he would
rule on whether to impose sanctions against U.S. Alliance
at a later date.

Prime Time is seeking approximately $3 million in
sanctions, according to the company's attorneys.
U.S. Alliance, which recently changed its name from IAG
Federal Credit Union, also may be liable for Prime Time's
costs and attorneys' fees, as well as the costs imposed on
the court to appoint a Chapter 11 bankruptcy trustee.
U.S. Alliance contends in its Nov. 5 involuntary bankruptcy
petition that Prime Time may have misappropriated millions
of dollars in funds. The credit union also claims Prime
Time owes it money under an automobile leasing
program between the two parties.

Shortly before U.S. Alliance filed its petition, Prime Time
initiated a breach of contract lawsuit against the Rye,
N.Y., credit union in New York State Supreme Court for the
County of Westchester in White Plains.  Prime Time claims
its former business partner abruptly stopped funding the
leasing program in late October, forcing Prime Time out of
business.  Judge Hardin offered no insight into which
partner, if either, may be guilty of wrongdoing. That, he
said would be determined by the outcome of Prime Time's
lawsuit.  U. S. Alliance's "claim is subject to a bona fide
dispute," the judge noted. "I haven't the slightest idea
how its going to come out," he said. "It is certain someone
will win and someone will lose."

In addressing the six attorneys present at the Dec. 22
hearing, Judge Hardin noted that the two factions couldn't
even agree on a specific amount of money allegedly owed.

Attorneys for U.S. Alliance claimed Prime Time owes $6.9
million for auto leases under default more than 30 days and
$330,000 in funds paid by car leases  under the program
between Sept. 30 and the date of the petition.  Attorneys
for Prime Time disputed those claims, countering that the
credit union owes Prime Time $1.2 million for funds the
auto leasing firm placed in an escrow account used to
secure the leasing agreement. Turning to lawyers for U.S.
Alliance, Judge Hardin said, "What I don't have  
is any definite claim as to what there is a dispute to"
However, the judge said he would not rule on Prime Time's
motion to dismiss the bankruptcy outright until a later
date.

Three creditors petitioned for the Prime Time bankruptcy--
U.S. Alliance and  former Prime Time officers Mark R. Betz
and Philip Farber.   Of the three, Judge Hardin found that
only Farber had a valid undisputed claim, representing
funds--as much as $250,000--allegedly owed Farber for the  
sale of his equity interest in Prime Time.

"It is undisputed (that Farber) is owed money in at least
some amount," the judge said.  Because there is at least
one valid creditor, Judge Hardin gave attorneys  for U.S.
Alliance time to locate any other creditors that may want
to join the  involuntary petition, scheduling another
hearing Jan. 22. Judge Hardin approved a request from Prime
Time president Larry Sobel who asked the court to allow him
approximately $120,000 in escrowed funds to rebuild his
business.

U.S. Alliance has assets of $530 million and 42,000 members
in the  Northeast. ****** Copyright Westfair Communications
Jan 04, 1999(Copyright UMI Company 1999 All rights
reserved.)
                

RAYROCK RESOURCES: Glamis and Rayrock Agree to New Plan
-------------------------------------------------------
Glamis Gold Ltd. (NYSE:GLG)(TSE:GLG) and Rayrock Resources
Inc. (TSE:RAY) announced they have entered into a new
agreement whereby Glamis will acquire all of the issued and
outstanding shares of Rayrock pursuant to a statutory  
plan of arrangement.

Under the terms of the Arrangement, each individual Rayrock
shareholder will be entitled to elect to receive, in
exchange for each multiple voting and subordinate voting
share of Rayrock held, either (i) 2.4 common shares of  
Glamis or (ii) 1.6 common shares of Glamis and CDN$3.00.
The Arrangement is subject to a number of usual conditions
(including the finalization of formal documentation,
receipt by each of Glamis and Rayrock of required
regulatory and shareholder approvals and approval of the
Ontario Court of Justice).

Glamis declared it has received signed "lock up" letters
representing over 34 percent of the subordinate voting
shares in favor of the Glamis proposal. The lock up would
be released upon receipt of a superior proposal exceeding  
CDN$8.25 per share (including cash of at least CDN$3.00 per
share). Rayrock has agreed to support the Arrangement. If
Rayrock does not complete the Arrangement  with Glamis,
Rayrock will pay a CDN$2 million fee to Glamis.

The Board of Directors of BlackRock Ventures Inc.
(TSE:BVI) ("BlackRock") has agreed to vote in favor of the
Arrangement. Glamis and BlackRock have also agreed that
BlackRock will acquire Rayrock's entire shareholding in
Magin Energy Inc. ("Magin") in lieu of a portion of the
Glamis shares that otherwise are issuable to BlackRock,
calculated on the basis of one Magin share for every 0.94
of a share of Glamis. Upon conclusion BlackRock will own
approximately 2.9 million shares of Glamis. The Magin share
exchange transaction between Glamis and BlackRock is
subject to all necessary regulatory approvals; however, the  
Arrangement between Glamis and Rayrock is not conditional
upon completion of the Magin transaction between Glamis and
BlackRock.

Rayrock has terminated the agreement previously entered
into with Viceroy Resource Corporation that will be
entitled to a break-up fee of CDN$2 million as a result of
this termination.

Rayrock's assets include interests in the Marigold, Daisy
and Dee operating gold mines in Nevada, a 100 percent
interest in the Ivan copper mine and nearby  Sierra
Valenzuela property in Chile, a significant cash position,
realizable investments, and 45.9 percent and 10.8 percent
interests in BlackRock and Magin, respectively.

The Rayrock shareholders' meeting scheduled for February
23, 1999 will consider the Arrangement with Glamis.
Glamis is a low-cost, growth-oriented gold mining company
engaged in the open pit mining and extraction of precious
metals by the heap leach process.


SOUTHERN PACIFIC: Committee Taps Pentalpha
------------------------------------------
The Official Creditor's Committee of Southern Pacific
Funding Corporation entered into an engagement letter with
Pentalpha Group, LLC , financial advisor, and Pentalpha
Capital LLC, liquidation agent, in connection with, among
other things, the proposed disposition of various assets
including previously issued securities..

Pentalpha will value, evaluate, analyze, market and arrange
for the disposition of the Company's portfolio of assets,
as identified.  A monthly retainer fee of $45,000 per month
will be paid to the firm  A performance incentive fee based
on a percentage of the dollar amount of the transaction
will also be paid.  A valuation analysis will be provided
to the debtor and Pentalpha will act as financial advisor
providing expert testimony if necessary.


SOUTHERN PACIFIC: Engagement Letter With CIBC Oppenheimer
---------------------------------------------------------
The Official Committee of Unsecured Creditors retained CIBC
Oppenheimer Corp on behalf of itself and SPFC to as the
committee's and the company's exclusive financial advisor
in connection with the proposed sale of Southern Pacific
mortgage Limited and its subsidiaries.  If the company
consummates the SPFC-UK Sale Transaction, CIBC Oppenheimer
shall be entitled to a fee equal to $500,000 or 2% of the
aggregate consideration paid by an acquirer for the stock
and/or assets of SPFC/UK, whichever is greater.


SOUTHLAND CONTAINER: Committee Taps Law Firm
--------------------------------------------
A hearing will be held in the matter of Southland Container
Packaging Corp., debtor, on the application for an order
authorizing employment of Miller, Canfield, Paddock and
Stone, PLC as attorneys for the Official Unsecured
Creditors' Committee.  The hearing will be on January 28,
1999 at 10:30 am before the Honorable Jerry A. Funk.


WEIRTON STEEL: Posts $10.7 Million Loss For Quarter
---------------------------------------------------
Weirton Steel Corp. on Friday posted a loss in the fourth
quarter because of competition from imports. Weirton had a
loss before a charge of $10.7 million, or 26 cents a share,
compared with net income of $3.1 million, or 7  
cents, in the year-earlier period. Sales fell 20 percent to
$262.4 million from $324.5 million. Shipments dropped 15
percent to 548,400 tons as the company laid off more than
700 workers during the quarter.


Meetings, Conferences and Seminars
----------------------------------

January 28-February 1, 1999
   COMMERCIAL LAW LEAGUE OF AMERICA
      38th Annual Southern District Meeting
         Royal Sonesta Hotel, New Orleans, Louisiana
            Contact: 1-423-971-1551

February 4-6, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800

February 18-21, 1999
   COMMERICAL LAW LEAGUE OF AMERICA
      Annual Western District Meeting
         Monte Carlo Hotel & Casino Resort,
         Las Vegas, Nevada
            Contact: 1-702-382-9558

Febraury 28-March 3, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

March 18-21, 1999
   NORTON INSTUTUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-771-535-7722

March 19, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800

March 25-27, 1999
   Southeastern Bankruptcy Law Institute, Inc.
      25th Annual Southeastern Bankruptcy Law Institute
         Marriott Marquis Hotel, Atlanta, Georgia
            Contact: 1-770-451-4448

April 15-18, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800

April 26-27, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales, Mergers & Acquisitions
         The Mark Hopkins, San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

April 28-30, 1999
   INTERNATIONAL FEDERATION OF INSOLVENCY PROFESSIONALS
      INSOL Bermuda '99 Conference of the Americas
         Castle Harbour Marriott Resort
            Contact: INSOL@weil.com

April 30-May 4, 1999
   INTER-PACIFIC BAR ASSOCIATION
      Annual Meeting and conference, including a one-day
      program on cross-border insolvencies
         Shangi-La Hotel, Bangkok, Thailand
            Contact: 011-66-2-233-0055

June 3-6, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800

July 1-4, 1999
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
         
July 15-18, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Northeast Bankruptcy Conference
         Mount Washington Hotel & Resort
         Bretton Woods, New Hampshire
            Contact: 1-703-739-0800

August 4-7, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, Florida
            Contact: 1-703-739-0800

September 16-18, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Southwest Bankruptcy Conference
         The Hotel Loretto, Santa Fe, New Mexico
            Contact: 1-703-739-0800

December 2-4, 1999
   AMERICAN BANRKUTPCY INSTITUTE
      Winter Leadership Conference
         La Quinta Resort & Club, La Quinta, California
            Contact: 1-703-739-0800

The Meetings, Conferences and Seminars column appears
in the TCR each Tuesday.  Submissions via e-mail to
conferences@bankrupt.com are encouraged.  






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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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