TCR_Public/991123.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, November 23, 1999, Vol. 3, No. 227
                     
                     Headlines

AMERITRUCK: Court Converts to Chapter 7 Liquidation  
BREED TECHNOLOGIES: Motion Requests Reformation of Committee
CARVER CORP: Hearing on Confirmation of Plan
CONTOUR ENERGY: De-Listed From Nasdaq SmallCap Market
CORAM RESOURCE: Taps Walker, Truesdell, Radick & Assoc

COSMETIC CENTER: Hearing On Application To Hire Cooch and Taylor
COVENTRY HEALTH: Shows Gain In 9-Month Income Comparison
DEVLIEG BULLARD: Responds To Objection To PwC
DIAMOND ENTERTAINMENT: Significant Decrease In Sales
DOW CORNING: Expects Court Approval on Plan Before Month's End

EATON'S: Stakeholders Approve Restructuring Plan
FILENE'S BASEMENT: Motion To Extend Exclusivity
FIRST CITY: Announces Third Quarter Results
FIRST CITY: Seeks Financing
GENESIS DIRECT: Proposed Sale of CW Gifts

GIBSON GREETINGS: 18 Months To Complete Merger Under Tender Offer
GOSS GRAPHICS: Completes Its Capital Restructuring
HARNISCHFEGER: Scales Back Beloit Unit's Operations  
HECHINGER: Stalking Horse Bidder For 38 Properties
HIGHWAYMASTER COMMUNICATIONS: Settlements Boost Revenues

INCOMNET: Seeks Implementation of Employee-Incentive Program
JUST FOR FEET: Class Action Suit Filed Against Officers
LEVITZ FURNITURE: 42 Store Closing Negatively Impacts Sales
LOUISE'S TRATTORIA: Seeks Approval of Purchase and Sale Agreement
NEUROMEDICAL SYSTEMS: Plan of Liquidation                                  

PARAGON: Confirmation Hearing Scheduled for Paragon  
TECH SQUARED: Shareholder Meeting on Dissolution of Company
TELEHUB: Motion For Extension To File Schedules
UNITED PETROLEUM: Order Confirms Second Amended Plan
WESTSTAR CINEMAS: Order Extends Time To Assume/Reject Leases

Meetings, Conferences and Seminars

                     *********

AMERITRUCK: Court Converts to Chapter 7 Liquidation  
---------------------------------------------------
Finding that "the Debtors are hopelessly insolvent," the U.S.
Bankruptcy Court in Dallas on Monday converted AmeriTruck
Distribution Corp.'s chapter 11 case to a chapter 7 liquidation.
In addition to converting the case, U.S. Bankruptcy Judge Harold
C. Abramson terminated the automatic stay to allow lessors and
secured creditors to enforce their claims against the company.
The conversion came upon the request of the company's official
committee of unsecured creditors. In a Nov. 5 motion, the
committee asserted that the Fort Worth, Texas-based company,
which filed for bankruptcy in November 1998, was continuously
incurring operation losses and did not have a reasonable chance
of reorganizing. (The Daily Bankruptcy Review and ABI November
22, 1999)


BREED TECHNOLOGIES: Motion Requests Reformation of Committee
------------------------------------------------------------
Atlantic Research Corporation, largest unsecured trade claim
holder, and sixth largest creditors overall, seeks entry of an
order directing the US Trustee to reform the Committee of
Unsecured Creditors of the debtors in the cases of Breed
Technologies, Inc. or alternatively appointing an additional
committee of unsecured trade creditors.

Atlantic Research asserts that the debtors inappropriately
influenced Committee membership, and therefore Atlantic Research
was excluded.

Atlantic Research also claims that all relevant interests held by
unsecured creditors in these cases are not adequately represented
by the Committee as currently constituted.


CARVER CORP: Hearing on Confirmation of Plan
--------------------------------------------
The US Bankruptcy Court for the Western District of Washington at
Seattle has set December 9, 1999 as the last date for creditors
to file and serve objections to confirmation of the plan.  The
hearing on confirmation of the plan is set for December 17, 1999
at 2:00 PM.


CONTOUR ENERGY: De-Listed From Nasdaq SmallCap Market
-----------------------------------------------------
On June 28, 1999, Contour Energy Company announced that its board
of directors approved changing the company's name to Contour
Energy Co. and its NASDAQ ticker symbol to CONCC. On August 30,
1999, at market close, the company's shares of common stock and
convertible Preferred Stock, which traded under the symbols of
CONCC and CONCP, were delisted from the Nasdaq SmallCap Market.
This action was taken as a result of the company's failure
to meet the net tangible assets, market capitalization and net
income requirements for continued listing on the Nasdaq SmallCap
Market. On August 31, 1999, at market open, the company's stock
began trading on the OTC Bulletin Board under the symbols of CONC
and CONCP.

For the three months ended September 30, 1999, the company's oil
and gas revenues of $12.1 million for the third quarter of 1999
decreased 35% compared to $18.6 million in the same period of
1998 primarily as a result of decreases in gas production (44%).
The decrease in gas production is primarily due to production
associated with the company's interests in the Bryceland, West
Bryceland and Sailes fields in north Louisiana which were
sold to Phillips in the second quarter of 1999.

The company recognized a net loss of $14.3 million in the third
quarter of 1999 and a net loss of $9.5 million in the same period
last year.

The company's revenues of $67.7 million for the first nine months
of 1999 may be compared to the $62.9 million in the same period
of 1998. A decrease in gas production during the period is
primarily attributable to the sale of North Louisiana properties
to Phillips in the second quarter of 1999. The first nine months
of 1999 includes a $25.7 million gain on the sale of
properties to Phillips Petroleum Company relating to certain of
the company's interests in the Bryceland, West Bryceland and
Sailes fields in north Louisiana.

The company recognized a net loss of $5.1 million in the first
nine months of 1999 and a net loss of $26.0 million in the same
period last year.


CORAM RESOURCE: Taps Walker, Truesdell, Radick & Assoc
------------------------------------------------------
The debtors, Coram Resource Network, Inc., and Coram Independent
Practice Association, Inc. seek to retain the restructuring
consultants firm of Walker Truesdell, Radick & Associates.

The firm will provide the following services:

Analyzing liquidity and performing related financial planning;

Participating and advising in the sale or liquidation of the
debtors or their assets;

Assisting the debtors in the preparation of cash projections and
reports submitted to the Bankruptcy Court;

Assisting the debtors in the preparation, development and
revision of the debtors' plan of reorganization or liquidation;

Consulting with the debtors' management and counsel in connection
with operating, financial and other business matters relating to
the debtors' activities;

Interfacing with accountants and other financial consultants for
the debtors and official and unofficial committees; and

Analyzing any causes of action which the debtors may have.

Truesdell will assume the position of Chief Restructuring
Officer, and be invested by Coram, Inc. as the sole shareholder
of each of the debtors.  The firm will have complete operational
and decision making control over the debtors.


COSMETIC CENTER: Hearing On Application To Hire Cooch and Taylor
----------------------------------------------------------------
A hearing on the application to employ Cooch and Taylor as
general counsel for the estate of The Cosmetic Center, Inc. will
be held on November 29, 1999 at 9:30 PM.  Objections must be
filed no later than November 26, 1999 at 12:00 noon.


COVENTRY HEALTH: Shows Gain In 9-Month Income Comparison
--------------------------------------------------------
Coventry Health Care, Inc., successor-in-interest to Coventry
Corporation, is a managed health care company that provides
comprehensive health benefits and services to a broad cross-
section of employer and government-funded groups in the Midwest,
Mid-Atlantic and Southeastern United States.

As of September 30, 1999, Coventry had 1,125,699 members for whom
it assumes underwriting risk and 238,304 members of self-insured
employers for whom it provides management services but does not
assume underwriting risk.

Coventry's net income for the quarter ended September 30, 1999,
was $11.0 million compared to net income of $5.1 million for the
third quarter of 1998.  Net revenues for the 1999 quarter were
$529.9 million as compared to the same period in 1998 when net
revenues were $593.3 million.

Coventry's net income for the first nine months of 1999 was $28.4
million compared to a loss of $18.0 million in the first nine
months of 1998.  Net revenues for the nine months ended September
30, 1999, were $1,589.6 billion as compared to $1,507.3 billion
for the corresponding period ended September 30, 1998.


DEVLIEG BULLARD: Responds To Objection To PwC
---------------------------------------------
DeVlieg-Bullard responds to the objection of the United States
Trustee to the application of debtor and creditor's committee for
authority to hire PricewaterhouseCoopers as accountants and
financial advisors.

The United States Trustee objects to the fixed fee, the surcharge
of $4 per hour for expenses; nunc pro tunc retention and the
release language.

The debtor believes that the fixed fee in the sum of $170,000
represents significant savings to the debtor.  PwC has agreed to
waive the surcharge, the limited release was to protect PwC in
anticipation of any claims of "dual representation" for the
debtor and the Committee, and PwC agrees to modify the language,
and the debtor stands by its nunc pro tunc retention, as that was
the agreement between the parties.


DIAMOND ENTERTAINMENT: Significant Decrease In Sales
----------------------------------------------------
Diamond Entertainment Inc. is in the business of distributing and
selling videocassettes, general merchandise, patented toys,
furniture, and Cine-Chrome gift cards, with a web site presence
throughout the United States.  Sales are recorded by the company
when products are shipped to customers.

In June of 1999, the company received a loan in the amount of
$90,000 from an officer of the company which is payable upon
demand.

The company's net loss for the six months ended September 30,
1999 was approximately $1,349,000 as compared to a net loss of
approximately $592,000 for the same period last year. According
to the company the primary reason for the net loss was the
company's operating loss of approximately $1,049,000 in the 1999
period as compared with the company's operating loss for the six
months ended September 30, 1998 of approximately $490,000. The
company's operating loss arose primarily from an increased
operating expenses of approximately $403,000 and decreased gross
profit of approximately $156,000.

The company's sales for the six months ended September 30, 1999
and 1998, were $1,673,111 and $2,077,307, respectively. Diamond's
sales decreased by approximately $404,000 from the same period a
year earlier with decreased video product sales of approximately
$434,000. The lower video product sales when compared to the same
period a year earlier were primarily the result of the company
experiencing selling and marketing difficulties, including a
temporary reduction in sales orders from principal customers.

The company's auditors issued a going concern report for the year
ended March 31, 1999. There can be no assurance that management's
plans to reduce operating losses will continue or the company's
efforts to obtain additional financing will be successful.

Diamond's net loss for the three months ended September 30, 1999
was approximately $573,000 as compared to a net loss of
approximately $252,000 for the same period last year. The primary
reason for the net loss, again according to the company, was the
operating loss of approximately $437,000.  The company's sales
for the three months ended September 30, 1999 and 1998,
were $974,026 and $1,286,443, respectively. The company's sales
decreased by approximately $312,000 from the same period a year
earlier with decreased video product sales of approximately
$324,000.


DOW CORNING: Expects Court Approval on Plan Before Month's End
--------------------------------------------------------------  
Four-and-a-half years after it filed for chapter 11 protection,
Dow Corning Inc. said yesterday that it expects to receive
bankruptcy court approval on its reorganization plan by the end
of this month, according to a newswire report. Dow Corning, a
joint venture between Dow Chemical Co. and Corning Inc., filed
chapter 11 in May 1995 after thousands of women filed lawsuits
alleging that the company's silicone gel breast implants caused
health problems. Last year the company and a committee
representing claimants reached a $3.2 billion settlement
agreement. (ABI 22-Nov-99)


EATON'S: Stakeholders Approve Restructuring Plan
------------------------------------------------
Shareholders and creditors of T. Eaton Co. approved the
retailer's restructuring plan on Friday, which clears the way for
Sears Canada Inc. to take over the 130-year-old name, according
to a newswire report. The stakeholders approved the plan with
overwhelming support, and now the court must approve the
restructuring. Eaton's, which went into interim receivership in
August, would pay unsecured creditors C$117.4 million, which is
about half of their estimated C$234 million claim, per the plan.
Landlords, who form a separate creditor class and voted in favor
of the plan, would get C$12 million of an estimated C$117 million
claim. Sears Canada offered to buy the Eaton's name, trademark,
19 stores and outstanding common shares for C$60 million.
Sears also agreed to pay a further C$20 million on realization of
tax losses estimated at about C$175 million. (ABI 22-Nov-99)


FILENE'S BASEMENT: Motion To Extend Exclusivity
-----------------------------------------------
The debtors anticipate that they will be in a position to prepare
and file a plan of reorganization by April, 2000.  Therefore, the
debtors request that the Exclusive Period and the Acceptance
Period be extended to April 30, 2000 and June 30, 2000
respectively.  The Creditors' Committee ahs assented to these
requested extensions.

The debtors have not previously sought an extension of
exclusivity and both due to the size and complexity of the cases
and the progress that the debtors have made in instituting a
business plan, they are requesting additional time to ascertain
whether their new business plan will be successful, particularly
during the holiday season.

The creditor's committee assents to this motion.


FIRST CITY: Announces Third Quarter Results
-------------------------------------------
FirstCity Financial Corporation (Nasdaq: FCFC and FCFCO)
announced today a loss of $64.6 million or $7.77 per common share
on a diluted basis for the quarter ended September 30, 1999.  On
a year-to-date basis the loss was $111.2 million or $13.40 per
common share on a diluted basis.

During the quarter, the Company adopted plans of discontinuation
for its mortgage operations, which consist of Harbor Financial
Mortgage Corporation and FC Capital Corp.  On October 14, 1999
Harbor filed voluntary petition for protection under Chapter 11
of the Bankruptcy Code.  In the filings, the stated
assets were approximately $95 million and the stated liabilities
were approximately $98 million.  FirstCity has not guaranteed the
indebtedness of Harbor and neither FirstCity nor any of its
affiliates or business units other than Harbor are contemplating
filing for bankruptcy protection.  The Company realized losses in
the third quarter from the discontinued operations in the
amount of $63.1 million.  The components of this loss are the
write-off of the Company's investment in Harbor of $50.5 million
and the write down in the investment in Capital of $15.6 million,
which amounts are offset by the results of future operations of
the discontinued business, net of reserves, of approximately $3
million.

Liquidity and Funding - During the quarter, FirstCity 's working
capital revolving line of credit was renewed and extended to June
30, 2000, in the amount of $93 million.  Funding under this
facility was not affected by the Harbor bankruptcy filing as the
Company had previously reached agreements with its corporate
revolver lenders to permanently waive any events of default
related to Harbor, including a potential bankruptcy of those
entities.

FirstCity is currently exploring several sources of additional
financing. Although no definitive agreement with any investor or
lender has been reached, management of the Company is encouraged
by the discussions to date and anticipates additional funding
will be available.  However, should additional financing not
become available in the near future, the Company could be
adversely affected and certain assets may have to be liquidated
to supplement the financing requirements of the Company.

The Company's credit enhancement provider on the Consumer
residual assets and Consumer warehouse facility continued to
provide extensions of the waivers related to the trigger and
termination events under those facilities until December 15, 1999
and extension of the servicing term under the facility
agreements until November 24, 1999.  Separately the Company
decided to postpone the quarterly dividend payment of $642,000
due on October 15, 1999, on the Company's preferred stock.  The
determination to postpone the dividend was based on liquidity
considerations.  The dividends are cumulative.

A summary of the results of operations for the quarter ended
September 30, 1999, by business segment is as follows:

Portfolio Asset Acquisition - Portfolio Acquisition had a strong
quarter with acquisitions of over $140 million.  Included in this
total was the largest single domestic asset pool ever acquired by
the Company.  The portfolio, which FirstCity acquired with its
investment partners, totaled $110 million. FirstCity's equity
investment in the pool was limited due to current liquidity
constraints, however the Company has the option to increase its
investment up to 20% in this acquisition.  The Company also
benefits from the servicing on this portfolio.  The purchase is
evidence of the opportunities in the market, and the Company is
optimistic regarding the availability of acquisition
opportunities domestically.  Other acquisitions during the
quarter totaled approximately $30 million consisting of both
domestic and European assets.  During the quarter, collections
exceeded $27 million, principally coming from Acquisition
Partnerships.

Consumer Lending - Consumer continued to perform as expected.  
This unit purchased $43 million in auto receivables with
production intentionally limited due to liquidity considerations.  
The loans purchased during the quarter were purchased at an
average discount to face value of 14.4% and carry a weighted
average coupon in excess of 19%.  The defaults to date on assets
acquired through September 30, 1999 have totaled 10.4% of the
total loans acquired. Actual losses on these defaults have
totaled 4.2% of the original loan balances at the time of
default.  Delinquencies at quarter-end were 5.4% of the total
serviced portfolio of Consumer acquired loans.  At the end of the
period the Company's balance sheet reflected $43 million of auto
finance residuals.  The Company anticipates a securitization of
auto receivables in the fourth quarter of 1999.
    
FirstCity is a diversified financial services company with
operations dedicated to portfolio asset acquisition and
resolution and consumer lending with offices in the US and with
affiliate organizations in France and Mexico. Its common (FCFC)
and preferred (FCFCO) stocks are listed on the Nasdaq National
Market System.


FIRST CITY: Seeks Financing
---------------------------
First City Financial Corp., which lost $64.6 million in the third
quarter, said Friday it will postpone a dividend and that it is
seeking other sources of financing, according to a newswire
report. The financial services provider's mortgage operations
consisted of Harbor Financial Mortgage Corp., which filed for
bankruptcy protection in October, and FC Capital Corp. The
company said it realized quarterly losses of $63.1 million from
the discontinued operations. The company is exploring sources of
additional financing and said that it may have to sell assets if
it is unable to find financing. (ABI 22-Nov-99)


GENESIS DIRECT: Proposed Sale of CW Gifts
-----------------------------------------
A hearing will be held on December 7, 1999 at 11:00 AM to
consider the motion of Genesis Direct, Inc. and affiliates for
entry of an order authorizing CW Gifts to sell substantially all
of its assets pursuant to an asset purchase agreement dated
November 5, 1999 between CW and Dr. Leonard's Healthcare Corp.,
purchaser.  CW will sell substantially all of its assets for an
amount equal to $4 million as an advance against future royalties
less certain adjustments for customer liabilities.


GIBSON GREETINGS: 18 Months To Complete Merger Under Tender Offer
-----------------------------------------------------------------
Faced with mounting losses Gibson Greetings Inc., on November 2,
1999, entered into a definitive agreement and plan of merger with
American Greetings Corporation and a subsidiary of American
Greetings under which the subsidiary has offered to purchase all
outstanding shares of Gibson Greeting's common stock (and
associated Rights) for $10.25 per share. Closing of the tender
offer is subject to the satisfaction of certain conditions,
including regulatory approval, the absence of any injunction
and the tender of a majority of the outstanding shares of common
stock. Subsequent to the consummation of the tender offer, the
subsidiary will be merged into the company and each remaining
share of outstanding common stock of the company (other than
shares held by American Greetings and dissenting shares) will be
exchanged for a right to receive $10.25 in cash. The transaction
is subject to termination under certain conditions, including if
the transaction has not closed on or before 18 months from the
date of the merger agreement. Simultaneously with approving
this transaction, the company's Board of Directors amended the
Rights agreement to exempt the transaction from the provisions of
the agreement.

Revenues in the 1999 quarter ended September 30, 1999 decreased
19.7% to $69.7 million from revenues of $86.8 million in the same
1998 quarter, The lower revenue reflected decreased revenues at
the company's Card Division and the effect of the sale of The
Paper Factory, which had sales totaling $12.1 million in the 1998
quarter.  Net loss was $10.0 million in the 1999 quarter compared
to a net loss of $1.0 million in the 1998 quarter.

Net loss was $37.8 million in the 1999 period ended September 30,
1999, compared to a net loss of $4.3 million in the same 1998
period.  Revenues in the 1999 period decreased 27.0% to $214.2
million from revenues of $293.5 million in the 1998 period, again
reflecting decreased revenues at the company's Card Division and
the effect of the sale of The Paper Factory, which had sales
totaling $46.6 million in the 1998 period.


GOSS GRAPHICS: Completes Its Capital Restructuring
--------------------------------------------------
Goss Graphic Systems, Inc. completed its capital restructuring  
with the signing of a new $250 million bank credit agreement.  In
addition, Stonington Partners contributed $50 million of new
equity capital to the company and Goss Holdings, Inc. issued
$112.5 million in senior subordinated notes in exchange
for $225 million principal amount of notes of the operating
company, Goss Graphic Systems.  These financings mark the final
step in the company's emergence from Chapter 11 under the plan of
reorganization approved by the court on October 22.

The credit agreement is comprised of $150 million in term loans
and $100 million in revolving credit facilities.  It replaces the
company's previous $200 million bank agreement and the interim
financing provided by the company's lenders and principal
stockholder, Stonington Partners, when the company
initiated a "prearranged" Chapter 11 proceeding to expedite
implementation of the capital restructuring plan.

The new notes include a two and a half year moratorium on cash
interest. Noteholders will also receive approximately one-third
of the common stock in Goss Holdings.

"Goss' new capital structure is more in line with the nature of
our business," commented Jim Sheehan, Goss Chairman, CEO and
President.  He added that lower debt and additional liquidity are
key components to restoring profitability for the Americas unit
and will enable the company to better manage the business
globally as well as facilitating the company's continued efforts
to implement cost reduction initiatives and refine its product
portfolio.

Along with the capital restructuring, the company appointed two
new members to its Board of Directors:  newspaper industry
veteran and former Goss executive Les Kraft and Tom Cochill,
former president of WebCraft Technologies, Inc., a commercial
printer.  Goss Graphic Systems, Inc., is a global leader in the
manufacture of advanced technology web offset equipment for the
newspaper and commercial printing industries.  In business since
1885, the company supplies a broad range of printing equipment
supported by extensive sales and service networks in the
Americas, Europe and Asia.


HARNISCHFEGER: Scales Back Beloit Unit's Operations  
---------------------------------------------------
Harnischfeger Industries Inc., which filed for chapter 11
protection in June, said that in order to conserve cash, its
Beloit Corp. paper machinery unit will conduct business only in
the aftermarket business and portions of the tissue business,
according to a newswire report.  Meanwhile, Harnischfeger will
continue pursuing the previously announced sale of Beloit, in
whole or in part. Beloit has discontinued funding its operations
in the United Kingdom, Italy and Austria, and accelerated the
announced closures of certain Wisconsin and Illinois facilities.
(ABI 22-Nov-99)


HECHINGER: Stalking Horse Bidder For 38 Properties
--------------------------------------------------
Hechinger Investment Company of Delaware, Inc., et al., debtors,
seek entry of an order establishing bid procedures,  approving
the purchase agreement and scheduling a hearing date to consider
final approval of certain sales.

Kimco Realty Corporation is the stalking horse bidder, and the
aggregate purchase price for the real estate, leases and the
leasehold interests shall be $106,900,000.


HIGHWAYMASTER COMMUNICATIONS: Settlements Boost Revenues
--------------------------------------------------------
Highwaymaster Communications Inc.'s revenues are derived
primarily from the sales and installation of mobile units and
charges for its services.

During the nine months ended September 30, 1999, the company
recorded the benefit of credits due from cellular carriers
related to 1997 and 1998 based on a settlement agreement reached
with GTE Wireless, Inc. and GTE Telecommunications Incorporated.
These credits had not been previously recognized because of
significant uncertainty as to their ultimate collectibility. The
effect of these credits was to increase income by
$4,533,000.

Also included in other income for the nine months ended September
30, 1999 is the benefit from the settlement of the litigation
with AT&T Corp., representing the proceeds from the settlement,
net of related expenses, of which a portion was recorded in the
first quarter of 1999, with the remainder being recorded in the
third quarter of 1999. The additional gain recorded during the
third quarter of 1999 represents contingent consideration, the
realization of which was uncertain as of March 31, 1999. This
uncertainty was resolved during the third quarter, and,
accordingly, the additional gain was recognized as of September
30, 1999.

Total revenues increased 91.5% to $29.1 million in the three
months ended September 30, 1999, from $15.2 million in the same
quarter of 1998.  Net loss in the 1999 quarter was $6.1 million
as compared to net loss of $18.5 million in the 1998 quarter.

In the nine months ended September 30, 1999, total revenues
increased 63.3% to $79.4 million from $48.6 million in the first
nine months of 1998.  Net loss in the nine month 1999 period was
$5.6 million as compared to net loss of $44.1 million in the
first nine months of 1998.


INCOMNET: Seeks Implementation of Employee-Incentive Program
------------------------------------------------------------
Incomnet Communications Corporation has approximately 50
employees who are critical either to its operations or to its
reorganization. Incomnet asserts that there is a significant risk
that unless Incomnet acts to retain its key employees many will
find employment elsewhere.

If all potential retention bonuses are paid, the total payments
under the program will not exceed $192,100.  If all possible
performance bonuses are paid the total payments under the program
will not exceed $93,200.

Under the company's financing arrangement with Foothill, Incomnet
must obtain at least $3 million in capital by December 10, 1999.


JUST FOR FEET: Class Action Suit Filed Against Officers
-------------------------------------------------------
Ritchie & Rediker L.L.C., Kilborn & Roebuck and David McDonald,
Esq., announced that a securities class action suit was filed
Friday in the U.S. District Court for the Northern District of
Alabama against certain key officers and controlling personnel
for Just for Feet Inc. and its auditors, Deloitte & Touche L.L.P.
on behalf of purchases of the company's common stock between
April 1, 1997 and Nov. 1, 1999, according to a newswire report.
The action is not brought against the company, which filed
chapter 11 on Nov. 2. The action complaint charges the defendants
with violating the federal securities laws, particularly   10(b)
and 20 of the Securities Exchange Act of 1934, and
misrepresenting and/or omitting material information
regarding the company's net earnings. The price of the company's
shares was artificially inflated during the period, the suit
alleges.


LEVITZ FURNITURE: 42 Store Closing Negatively Impacts Sales
-----------------------------------------------------------
For the last two years Levitz Furniture Corporation and its
subsidiaries have been operating as debtors-in-possesstion.   
Since March 31, 1999 Levitz has sold twenty-one owned properties
and leasehold interests in an additional twenty-three properties.
Since its bankruptcy petition date in September of 1997, leases
have been rejected on twenty-five properties. As of October 31,
1999, there are ten properties held for disposal. Six of the
ten properties held for disposal are under agreement of sale,
letters of intent or other types of offers estimated to be $6.6
million of gross proceeds. The company says no assurances can be
given that a sufficient number of these transactions will close
prior to the expiration of the fixed asset sublimit on December
31, 1999. Based on facts and circumstances at that time, Levitz
may request an extension of the fixed asset sublimit expiration
date. No assurances can be given that an extension of the
expiration date would be granted or that additional
financing could be obtained.

Net sales of $126.3 million for the three month period ended
September 30, 1999 decreased $43.0 million or 25.4% from net
sales of $169.3 million in the same period for the prior year.
Approximately $40.3 million of the net sales decrease was due to
the closing of forty-two stores during the last six months of
fiscal 1999. As a result, net loss for the period ended
September 30, 1999 amounted to $11.5 million or 9.0% of net sales
as compared to net loss of $14.0 million or 8.3% of net sales for
the same period of the prior year.

Net sales of $246.3 million for the six month period ended
September 30, 1999 decreased $94.3 million or 27.7% over net
sales of $340.6 million in the same period for the prior year.
Approximately $91.5 million of the net sales decrease in the six
months was due to the closing of the forty-two stores.  Net loss
for the six month period ended September 30, 1999 was $20.6
million or 8.3% of net sales as compared to a net loss of $52.0
million or 15.3% of net sales for the same period of the prior
year.


LOUISE'S TRATTORIA: Seeks Approval of Purchase and Sale Agreement
-----------------------------------------------------------------
A hearing will be held on December 7, 1999 at 11:00 AM before the
Honorable Samuel L. Bufford, US Bankruptcy Judge, Courtroom 1575
in the Roybal Federal building and Courthouse, 255 E. Temple
Street, Los Angeles, Calif. to consider the motion of the debtor,
Louise's Trattoria, Inc. for authority to sell all of the
debtor's interest in a restaurant located in Milwaukee, Wisconsin
for the total consideration of $550,000 paid in cash and a
promissory note.


NEUROMEDICAL SYSTEMS: Plan of Liquidation
-----------------------------------------
A hearing is set for December 29, 1999 at 11:30 AM for an order
approving the Disclosure Statement of Neuromedical Systems, Inc.

The plan provides that holders of Alowed Claims generally will be
entitled to initial distributions of cash and TriPath Stock on
the Effective Date and additional distributions based on
recoveries from the liquidation of remaining assets and causes of
action of NSI after the Effective Date.  The plan provides that
the holders of interests will receive no distribution and that
the interests will be cancelled.  

Summary of Estimated Distributions Under the Plan:

Class          Estimated allowed amounts      Estimated
                                              Distribution
-----          ------------------------       ---------------
Class 1
Allowed
Administrative
Claims                $750,000                $1.00 per dollar of
                                              allowed claim        
Class 2
Allowed Priority
Claims                $4,990                  $1.00 per dollar of
                                              allowed claim
Class 3
Allowed Secured
Claims                0                       $1.00 per dollar of              
                                              allowed claim or
                                              the                               
                                              property securing
                                              such claim


Class 4             $74,188                   $.90 per dollar of     
Allowed Unsecured                              Allowed claim
Convenience claims

Class 5             $11,197,505               $.77 per dollar of
Allowed general                               allowed claims
unsecured claims

Class 6             
Equity Interests   31,100,000 shares          No distribution


PARAGON: Confirmation Hearing Scheduled for Paragon  
---------------------------------------------------
A confirmation hearing has been scheduled for Jan. 13 on Paragon
Trade Brands Inc.'s Second Amended Plan of Reorganization,
according to a newswire report. On Friday, the company
announced that the Bankruptcy Court for the Northern District of
Georgia approved the disclosures statement in connection with the
plan; Jan. 7 is the voting deadline for the amended plan. The
plan incorporates certain modifications with respect to the
acquisition of Paragon by Wellspring Capital Management L.L.C. as
part of the reorganization plan.


TECH SQUARED: Shareholder Meeting on Dissolution of Company
-----------------------------------------------------------
Tech Squared Inc. (OTC Bulletin Board: TSQD) said today that it
has mailed proxy materials to its shareholders to solicit proxies
for approval of the dissolution of Tech Squared pursuant to a
plan of voluntary liquidation and dissolution.  A special meeting
of Tech Squared shareholders is scheduled for 8:30 a.m. CST
Friday, Dec. 10, 1999, at The Hilton Airport hotel, Bloomington,
Minn.

Upon shareholder approval of the voluntary dissolution pursuant
to the plan of liquidation and dissolution, which has already
been approved by the board of directors, Tech Squared intends to
complete the sale of its operating assets for cash pursuant to a
previously announced asset purchase agreement, and to
complete a tax-free reorganization with Digital River, Inc.
(Nasdaq: DRIV) in accordance with a previously announced
acquisition agreement.

In the reorganization, Digital River will receive 3,000,000
shares of its own common stock currently owned by a wholly-owned
subsidiary of Tech Squared plus $1,200,000 in cash from Tech
Squared and, in exchange, will issue 2,650,000 shares of Digital
River common stock to Tech Squared.  Tech Squared will be
dissolved promptly after completion of this transaction.

Closing of the reorganization is subject to shareholder approval
of the voluntary dissolution, completion of the sale or other
disposition of Tech Squared's operating assets, the establishment
of a liquidating trust to satisfy known or contingent liabilities
of Tech Squared, and other customary conditions.  Tech Squared
currently intends to deposit a portion of the to-be-issued shares
of Digital River common stock into the liquidating trust to
satisfy this requirement.  The remaining newly-issued shares of
Digital River common stock, which are expected to constitute
substantially all of the assets of Tech Squared, will then be
distributed to Tech Squared shareholders on a pro-rata basis.

Shareholders are urged to review the proxy statement-prospectus,
filed jointly with Digital River and mailed to Tech Squared
shareholders on about Nov, 11, 1999.  Shareholders who have not
received the proxy statement-prospectus, or desiring additional
information, are urged to contact Georgeson Shareholder
Communications, Inc., at 800-223-2064, which Tech Squared has
retained to assist in the solicitation of proxies. Further
information is also available in Tech Squared's filings with the
Securities and Exchange Commission which can be accessed, on the
Internet, at http://www.sec.gov

Chuck Reese, president and chief executive officer of Tech
Squared, said, "We are pleased that our shareholders will now
have a more effective means to realize the benefit of their
investment by becoming direct owners of Digital River common
stock."

As previously announced, Tech Squared has signed a definitive
agreement with Virtual Technology Corp. (OTC Bulletin Board:
VTCO) under which VTC will acquire substantially all of Tech
Squared's operating assets for a cash purchase price of
approximately $3,000,000.  The asset sale to VTC includes Tech
Squared's Net Direct, DTP Direct and distribution operations,
along with various trade and Internet domain names.  Closing of
the asset sale to Virtual Technology is expected to occur shortly
after shareholder approval of the voluntary dissolution of Tech
Squared.

Virtual Technology Corp. is a Minneapolis-based e-commerce
company specializing in the sale of high-performance computer
hardware, software and peripheral products.

Tech Squared, based in Minneapolis, is a national marketer and
distributor of mid-to high-end microcomputer hardware, software
and peripherals primarily to businesses in the desktop
publishing, graphic arts and pre-press industries, as well as an
emerging customer base of Internet and intranet site developers.


TELEHUB: Motion For Extension To File Schedules
----------------------------------------------
Telehub Network Services Corporation filed a motion for an
extension of time to file its schedules and statements of
financial affairs.  It is requested that December 7, 1999 be
fixed as the date to file debtor's required documents.

The debtor asserts that this is a large case with over 700
creditors.  The debtors' limited staff has been spending most of
its time responding to extensive discovery requests of MCI and
the Creditors' Committee.


UNITED PETROLEUM: Order Confirms Second Amended Plan
----------------------------------------------------
On October 8, 1999 an order was entered confirming the second
amended plan of reorganization of the debtor, United Petroleum
Corporation.

The Effective Date occurred on November 12, 1999.

All general unsecured claims are being paid in full, the UPC
Trust is being created and funded with 200,000 shares of New UPC
Common Stock to fund settlement claims.


WESTSTAR CINEMAS: Order Extends Time To Assume/Reject Leases
------------------------------------------------------------
The US Bankruptcy Court for the District of Delaware entered an
order extending the time during which the debtors must assume or
reject their leases through and including March 17, 2000.  The
extension is conditioned upon the debtors' payment of rent.


Meetings, Conferences and Seminars
----------------------------------
November 29-30, 1999
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Distressed Investing '99
         The Plaza Hotel, New York, New York
            Contact: 1-903-592-5169 or ram@ballistic.com   

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

December 9-11, 1999
   STETSON COLLEGE OF LAW
      24th Annual Seminal on Bankruptcy Law & Practice
         Sheraton Sand Key Resort
         Clearwater Beach, Florida
            Contact: 1-727-562-7830 or cle@law.stetson.edu

January 10-15, 2000
   LAW EDUCATION INSTITUTE, INC.
      Bankruptcy Law C.L.E. Program
         Marriott Vail Mountain Resort, Vail, Colorago
            Contact: 1-414-228-5810

February 27-March 1, 2000
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute I
         Olympic Park Hotel, Park City, Utah
            Contact: 1-770-535-7722

March 23-25, 2000
   SOUTHEASTERN BANKRUPTCY LAW INSTITUTE, INC.
      26th Annual Southeastern Bankruptcy Law Institute
         Marriott Marquis Hotel, Atlanta, Georgia
            Contact: 1-770-451-4448

March 30-April 2, 2000
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton Hotel, Las Vegas, Nevada
            Contact: 1-770-535-7722

April 5-8, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Meeting
         Pointe Hilton Squaw Peak Resort
         Phoenix, Arizona
            Contact: 1-312-822-9700 or info@turnaround.org
         
May 4-5, 2000
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      Bankruptcy Sales & Acquisitions
         The Renaissance Stanford Court Hotel
         San Francisco, California
            Contact: 1-903-592-5169 or ram@ballistic.com   

June 29-July 2, 2000
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722

August 14-15, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Advanced Education Workshop
         Loewes Vanderbilt Plaza, Nashville, Tennessee
            Contact: 1-312-822-9700 or info@turnaround.org
         
September 21-22, 2000
   RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC.
      3rd Annual Conference on Corporate Reorganizations
         The Regal Knickerbocker Hotel, Chicago, Illinois
            Contact: 1-903-592-5169 or ram@ballistic.com   

November 3-7, 2000
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Conference
         Hyatt Regency, Baltimore, Maryland
            Contact: 1-312-822-9700 or info@turnaround.org
         

                     *********

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, Yvonne L. Metzler,
Editors.  Copyright 1999. All rights reserved. ISSN 1520-9474.

This material is copyrighted and any commercial use, resale
or publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly prohibited
without prior written permission of the publishers.

Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.  The TCR subscription
rate is $575 for six months delivered via e-mail. Additional
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of the initial subscription or balance thereof are $25 each.
For subscription information, contact Christopher Beard
at 301/951-6400.  


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