/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/030827.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Wednesday, August 27, 2003, Vol. 4, No. 169 Headlines C Z E C H R E P U B L I C CK FISCHER: Allianz, Atlantik Reach Deal to Keep Airline Flying CK FISCHER: Creditors Grumble, Want Full Repayment F R A N C E VIVENDI UNIVERSAL: To Contest DuPont Tax Issue in Court G E R M A N Y DEUTSCHE TELEKOM: Offers EUR1 Billion for 100% Stake in PTC MG TECHNOLOGIES: Junks Suit Against Largest Shareholder MOBILCOM AG: Founder Faces Lawsuit for Breach of Trust RWE AG: Plans to Sell Headquarters, other Real Estate Assets H U N G A R Y ANTENNA HUNGARIA: Govt to Privatize Firm by Year's End I R E L A N D DOHERTY ADVERTISING: Wants Receivers Appointed I T A L Y FIAT AUTO: Re-hires Thousands of Workers Axed Last Year FIAT AUTO: Ford's Martin Leach Next CEO FIAT SPA: Production Resumes in Termini Imerese Plant N E T H E R L A N D S KONINKLIJKE AHOLD: Joint Sale of Brazilian Assets Blocked KONINKLIJKE AHOLD: Sells Golden Gallon Chain to The Pantry, Inc. ROYAL PHILIPS: Hungarian Plant Could Be Among those to be Closed N O R W A Y AKER KVAERNER: First-half Profit Weak, But Order Intake Strong P O L A N D PHS STEEL: Treasury Extends Deadline for LNM Group's Bid UPC POLSKA: First-half Revenues Dive to EUR37.8 Million S P A I N EUROBANK DEL MEDITERRANEO: Investors Decide Against Liquidation S W I T Z E R L A N D BON APPETIT: Commission Clears REWE Acquisition of Food Retailer CENTERPULSE AG: U.S. SEC Opens Informal Probe into American Unit CENTERPULSE AG: Board Declares Zimmer Offer Unconditional U N I T E D K I N G D O M AMP LIMITED: Appoints Investment-banking Experts to Board EDINBURGH FUND: Sets Shareholders Meeting to Discuss Offers HEYWOOD WILLIAMS Divests Loss-making Double-glazing Subsidiary MARUBENI CORPORATION: Ratings on Commercial Paper Withdrawn ORANGE PLC: Redeems Senior Notes for US$184 Million SSL INTERNATIONAL: Danish Firm Confirms Interest in Medical Unit VIS ENTERTAINMENT: Suspends Payment of Staff Bonus WATERFORD WEDGWOOD: Applies for Listing on Irish, U.K. Bourse ********* =========================== C Z E C H R E P U B L I C =========================== CK FISCHER: Allianz, Atlantik Reach Deal to Keep Airline Flying --------------------------------------------------------------- Atlantik, the investment company that saved Fischer travel group in August, reached agreement with insurer Allianz regarding the conditions of Fischer's debt repayment and the terms of insurance renewal, according to The Prague Post. The accord enabled Fischer's aviation wing, Fischer Air, to continue flying. To recall, the insurer rescinded its coverage of Fischer Air at the end of July. "If the conditions are met and there is some sort of payment calendar, then Allianz will extend the insurance," Spokesman Milan Kana said without providing details. Fischer Air is under threat of being grounded next month if it does not renew liability insurance. Atlantik, owned by oil tycoon Karel Komarek had agreed to buy Fischer's debt to Komercni banka, CSL and CSA, in exchange for a stake in the group early this month. CK FISHER: Creditors Grumble, Want Full Repayment ------------------------------------------------- A complaint seeking full repayment of Fischer travel group's debt to creditors has been lodged with the Anti-Monopoly Office, according to the Prague Post. Attorney Vratislav Cimr filed the complaint on August 15, demanding that the Fischer companies' debts to the Czech Airports Authority and Czech Airlines be repaid in full. In early August, Atlantik, entered an agreement to buy Fischer's debt to the creditors -- holder of more than CZK470 million in loan -- in exchange for a share in the group. The transaction will give the buyer an equal stake with the group's key companies, Fischer and Fischer Air, according to reports. Komercni banka sold more than CZK420 million of claims, while Czech Airports Authority and Czech Airlines reportedly sold some CZK50 million claims. Atlantik also dumped into the Fischer companies tens of millions of crows in operating capital. But there are still creditors, including the Czech branch of Germany's Dresdner Bank, which remained unsatisfied. Dresdner's unit has claims worth around CZK95 million. The Fischer group's overall debt is estimated at CZK850 million. =========== F R A N C E =========== VIVENDI UNIVERSAL: To Contest DuPont Tax Issue in Court ------------------------------------------------------- On August 21, 2003, Vivendi Universal received formal notification from the IRS that it is challenging the tax treatment reported by Seagram of the redemption in April 1995 of 156 million of the DuPont shares held by Seagram. As previously announced on April 2, 2003 in a press release and as disclosed in the company's filings and reports with French and U.S. regulatory authorities, the IRS is claiming an additional tax of approximately US$1.5 billion plus interest. Vivendi Universal will contest the IRS' claim in the U.S. Tax Court. Vivendi Universal continues to believe that the tax treatment is fully compliant with U.S. tax laws in force at the time. While the outcome of any controversy cannot be predicted with complete certainty, Vivendi Universal believes that this dispute with the IRS will be resolved so as not to have a material adverse effect on its financial statements as a whole. Vivendi Universal believes it has adequately reserved in its financial statements with respect to such matter. ============= G E R M A N Y ============= DEUTSCHE TELEKOM: Offers EUR1 Billion for 100% Stake in PTC ----------------------------------------------------------- Deutsche Telekom held talks with its partners Elektrim SA and Vivendi Universal SA regarding a stake increase in the Polish mobile operator Polska Telefonya Cyfrowa Sp.zo.o. (PTC). Deutsche Telekom, through its mobile division T-Mobile, currently owns 49% of the shares of PTC and Elektrim, and Vivendi hold their 51% through Elektrim Telekomunikacja. During the talks the partners were made a fair cash offer of EUR1 billion for their shares in PTC. By increasing its stake in PTC to 100% of the shares, Deutsche Telekom seeks to consolidate its strong mobile presence in Europe. The objective of holding talks with Elektrim and Vivendi is to build on its current position and to increase its exposure to the growth potential of the Polish market. This is in line with the Group's strategy of pursuing profitable growth. The Polish mobile operator is profitable both operationally and after tax. Increasing its shareholding would strengthen the earnings power of the Deutsche Telekom Group and would not be earnings dilutive. Deutsche Telekom's targets for reducing its net debt are unchanged. If agreement is reached among the parties the transaction would be closed and payment would be made in 2004. MG TECHNOLOGIES: Junks Suit Against Largest Shareholder ------------------------------------------------------- German chemicals and engineering group, MG Technologies, withdrew its accusations against Otto Happel, its largest shareholder whom it alleged to have improperly used company properties, according to the Financial Times. The allegations that Mr. Happel used a company-owned South African farm for his personal business was part of a bitter dispute between the billionaire and former CEO Kajo Neukirchen regarding corporate strategy and management. Mr. Neukirchen eventually resigned, after which the company made changes on its two-pillar structure under the direction of new CEO Udo Stark. Mr. Happel is counter-suing MG for inaccuracies in the company's information practices and accounting for the 1999/2000 financial year. The case is pending and he had reportedly called for a special audit to draw out proofs. Mr. Happel holds more than 20% of MG Technologies. MG's withdrawal of the case means it has removed half of the blunder to its effort to reposition the company, which according to Moody's is suffering from a deterioration of its operating performance and a weak cash flow. The group reported a pre-tax loss of EUR21 million (US$23 million) for the second quarter of 2003. MOBILCOM AG: Founder Faces Lawsuit for Breach of Trust ------------------------------------------------------ Prosecutors are launching a case of breach of trust against former MobilCom head, Gerhard Schmid, in relation to his purchase of options while he was still with the telecoms firm, according to the New York Times. Mr. Schmid is alleged to have paid EUR70 million or US$76.3 million of MobilCom's money to a company controlled by his wife to buy options for shares in his own company. He agreed in May 2002 to cancel the plan, which he thought would boost the company's share price, but he was ousted the following month. The prosecutors, who were from the northern city of Kiel, said Mr. Schmid did not disclose the transaction to MobilCom's board members. According to Eric Samson, a lawyer for Mr. Schmid, the regional court in Kiel will decide whether to hold a trial or not. He plans to contest the case saying they would not dispute facts, only the propriety of Mr. Schmid's actions. He said the point of argument between his client and the prosecutors is on whether the amount MobilCom paid for the options was inflated. Mr. Samson opposes the prosecutor's view that it was. He said the prosecutor was also investigating the role of Mr. Schmid's wife, Sybille Schmid-Sindram. Mr. Schmid founded MobilCom and turned it into Germany's No. 2 long-distance provider, but he was forced to give up his stake after a costly expansion into third-generation cellular phone service. MobilCom was saved from bankruptcy last fall by a US$389 million bailout from Gerhard Schroder, the German chancellor. It was able to turn in a profit of EUR3.6 million (US$4 million) in the second quarter. The company posted a EUR172.8 million (US$188 million) loss in the same period last year. RWE AG: Plans to Sell Headquarters, other Real Estate Assets ------------------------------------------------------------ RWE AG plans to sell several properties to trim down EUR22.3 billion in debts, company sources said, according to German newswire dpa-AFX. The assets that may go on the block includes the company's headquarter in Essen, the former headquarter of VEW in Dortmund and the RWE Power AG headquarter in Cologne, the sources said. Interested buyers could be German insurers. Though proceeds of the sale are expected to go into trimming down debts, it is also possible that the company will use the fund to buy the stake in RWE Gas from the communal shareholder, the sources said. They did not discuss the possible sale price of the assets. RWE declined to comment on a plan to specifically sell its assets in Dortmund, Cologne and Essen, but sources said the plan includes the possible rental of the assets for 30 years after the sale. RWE only said it is examining how they can maximize value for non-core assets. It added it is currently examining the profitability of its office estate assets. The restructuring blueprint of Germany's second largest utility, RWE AG, prescribes the sale of ailing waste disposal and recycling unit, RWE Umwelt, should it fail to reach targets by 2005, AFX News said previously. ============= H U N G A R Y ============= ANTENNA HUNGARIA: Govt to Privatize Firm by Year's End ------------------------------------------------------ The sell-off of state-owned broadcaster and telco, Antenna Hungaria Rt, is likely to happen through a private offering, an analyst said, according to Budapest Business Journal. "Antenna needs money and is unlikely to get [enough] from the stock exchange," said Andor Daroczi, an analyst at ConCorde Securities Rt. Antenna has to pay Vodafone Hungary 30% of the value of three capital raises it has not participated by October 9 in order to regain its 30% ownership in the third mobile operator in Hungary. It currently holds only 16.3% of Vodafone Hungary after failing to subscribe to past capital raises. The search for an advisor for the privatization of the loss-making company is ongoing. The advisor will be tasked to "look at what form of privatization is most beneficial for the state," Mr. Daroczi said. He said the privatization could happen in the first-half of next year at the earliest. As the date comes before the deadline for the payment to Vodafone, the broadcaster is in talks to extend the deadline for the payment to Vodafone, according to Andras Toth, head of investor and media relations at Antenna. Applications to handle Antenna's privatization will be accepted until September 2. The chosen party will be asked to submit a proposal to the State Privatization and Holding Rt on the "strategic business decision to be taken in 2003." Antenna's privatization is expected by December 15, according to Hungarian news agency MTI. The state holds 83.7% of Antenna through the State Privatization and Holding Rt, with the rest floated on the Budapest Stock Exchange Rt. Antenna had consolidated pre-tax losses of approximately HUF2.3 billion in H1 2003, and overall losses of HUF1.925 billion in 2002. ============= I R E L A N D ============= DOHERTY ADVERTISING: Wants Receivers Appointed ---------------------------------------------- Doherty Advertising, one of Dublin's best-known advertising agencies, said it has requested its bankers to appoint receivers for the company, according to BizWorld. The fourth largest agency in the state failed to turn in a buyer. The Larkin Partnership previously made an offer but withdrew after due diligence. Citing a company statement, the report said the company had ceased trading and had asked Ulster bank to appoint a receiver on various debentures and charges which they hold. Doherty suffered after it lost a number of important accounts, including Irish Nationwide, the Eastern Regional Health Authority, Falcom JWT and Suzuki, according to the report. The situation was further aggravated by the collapse of the Dublin Daily. The company chaired by financier Paschal Taggart has between EUR1.5 million and EUR2 million in debts to publishers. It has pretax profits of EUR534,618 million for the year to April 2002. The advertising firm's closure will result to the loss of more than 30 jobs. ========= I T A L Y ========= FIAT AUTO: Re-hires Thousands of Workers Axed Last Year ------------------------------------------------------- Fiat Auto, which has been loss-making and has dragged the Fiat group to some losses as well, has made a comeback, hiring back most of its workers made redundant last year. According to Agenzia Geornalistica Italia, there has been a partial return to work at the Fiat plants in Mirafiori. A total of 2,400 workers returned to the Mirafiori plant Monday to make the "Punto" and the "Idea" car models ready to go on the market. The Multipla, Thesys, Lybra, Alfa 166, and Y models will begin production again on September 1. A total of 3,600 staff will be re-hired for the production, the report said. Over the weekend, Fiat Melfi workers went back for their third shift on the Punto and Y lines and work has also resumed at Fiat Termini Imerese plant. Work also begins at the Cassino plant, where the "Stilo" is produced, after the holidays. FIAT AUTO: Ford's Martin Leach Next CEO --------------------------------------- Former Ford Europe President and Chief Operating Officer Martin Leach, who stepped down amidst an unexpected and embarrassing downturn in the automaker's European earnings in recent months, is headed to Fiat's troubled auto operations. The Scotsman news agency, citing industry sources, said Mr. Leach has reached a preliminary agreement to take over as chief executive of Fiat's car division. Fiat is reportedly negotiating with Ford to release Mr. Leach from a non-compete clause in his Ford contract. Most car executives have contract clauses that prevent them from joining competitors for some time, often six months or a year. Both Fiat and Ford declined to comment on the information. TCR-Europe previously said Mr. Leach could arrive in Turin as soon as the new models, aimed at re-launching the car market, are introduced to the market this September. These models include the new Alfa 156, the new Punto and the new Lancia Ypsilon, according to the report. FIAT SPA: Production Resumes in Termini Imerese Plant ----------------------------------------------------- Fiat's Termini Imerese plant in Siciliy resumed its production Monday morning after it was shutdown in December last year as part of the troubled carmaker's restructuring plan. Agenzia Geornalistica Italia reported that 1,200 workers were back at work on Monday, in addition to the 350 workers who returned last week to the plant to prepare the production chain for work. By September, the number of workers is expected to reach 1,400. Back in December, a total of 1,800 workers were laid off when the plant shut down. The Fiat Punto Restyling, whose demand has risen to 110,000 cars in the past two months, will be assembled in the plant. Workers are expected to produce 305-450 Puntos a day. A new organizational model will be introduced, the report said, in which the Tmc 2 will decrease production time by 20%. Cgil union leader Roberto Mastrosimone, who was active in the worker protest over the past months, will return to the factory to test out its efficiency. He said: "I'm going to be a laborer again to see how this system works along with my fellow workers. I want to see how things go with this new work dynamic." ===================== N E T H E R L A N D S ===================== KONINKLIJKE AHOLD: Joint Sale of Brazilian Assets Blocked --------------------------------------------------------- A Brazilian judge in the province of Sergipe has issued an injunction against the combined sale of Ahold's assets in Brazil, making it harder for the troubled Dutch retailer to sell its two supermarket chains, Dow Jones Newswires reported. The judge reached a preliminary decision that Ahold must sell its Bompreco and G. Barbosa chains separately or face a fine of BRL100 million (US$1=BRL3.01) per day, the report said. In this perspective, Ahold must divert from its aim for a joint sale and sell the chains separately. The attorney general's office in Sergipe asked the courts to penalize the joint sale because of anti-trust concerns. According to an assistant in the office, the judge "found in favor of the fine (BRL100 million) but against a request that the sale be delayed for a period of 12 months." She added the decision could later be overturned by a higher court. Meanwhile, a spokesman for Ahold said it has already started talks with Brazilian anti-trust authorities over the joint sale of the assets in the country. He said: "There's a contradiction as a civil judge has ruled against a combined sale, whereas the antitrust regulator hasn't made an official ruling yet. We are in talks with the Brazilian competition regulator CADE and we expect a positive outcome." Bompreco and G. Barbosa had combined sales of EUR1.6 billion (US$1.8 billion) in 2001, the last time Ahold presented audited sales figures for the units. Ahold is trying to sell the two chains, along with its assets in Argentina, Paraguay and Peru, to pay down debts and repair its books after an accounting scandal earlier this year. Wal-Mart Stores Inc., the world's largest retailer; French chain Carrefour; and Brazil's Companhia Brasileira de Distribuicao have all expressed interest in Ahold's Brazilian assets. KONINKLIJKE AHOLD: Sells Golden Gallon Chain to The Pantry, Inc. ---------------------------------------------------------------- Ahold announced it has reached agreement to sell Golden Gallon, its fuel and merchandise convenience store operation in the southeastern United States, to The Pantry, Inc. for an undisclosed sum. The transaction is subject to antitrust approval and the satisfaction of other conditions and is expected to be completed in the fourth quarter of 2003. The divestment of Golden Gallon is part of Ahold's strategic plan to restructure its portfolio to focus on core food businesses. The assets to be sold include the Golden Gallon operations, working capital and all of the real estate. Over 1,000 store associates will be transferred to The Pantry, which also has the option of hiring approximately 70 non-store employees. Should they not transfer to The Pantry, Ahold is committed to providing outplacement counseling assistance to any of these associates who may be displaced. Ahold acquired Golden Gallon in May 2000. The 138-store chain is centered in the Chattanooga region and stretches south to Atlanta and north to middle and eastern Tennessee. Stores are situated along major interstate highways and in suburban areas. Unaudited net sales in 2002 amounted to approximately US$375 million. The Pantry, headquartered in Sanford, North Carolina, is the leading convenience store operator in the southeastern United States and the third largest independently operated convenience store chain in the country. The company is listed on NASDAQ and operates approximately 1,300 stores in 10 states with 2002 sales of approximately USD 2.5 billion. CONTACT: KONINKLIJKE AHOLD Corporate Communications Phone: +31.75.659.5720 ROYAL PHILIPS: Hungarian Plant Could Be Among those to be Closed ---------------------------------------------------------------- The future of Royal Philips' Hungarian unit is in jeopardy, Budapest Business Journal news agency reported, taking into consideration the Dutch giant's plan to close down 50 of its 150 factories around the world. According to the report, Philips is trying to rationalize its production again after it posted losses last year. It has been trying to reduce losses over the years and CEO Gerard Kleisterlee has been forced to lay off 50,000 of the company's staff. Unfortunately, these steps were not enough and the company still needs to lower costs. The alternative is to close down other factories by 2005. Only industrial units with outstanding results will survive, which renders the future of the Hungarian factory uncertain. In the Netherlands, Philips has announced plans to sell the remaining operations at its semiconductor facility in Stadskanaal to Dutch company Plantin-Q Electronics BV. The company also announced in May the closure of two factories in the U.K. because of falling demand for cathode-ray tubes used in monitors and televisions. =========== N O R W A Y =========== AKER KVAERNER: First-half Profit Weak, But Order Intake Strong -------------------------------------------------------------- As previously forecast, profits remained relatively weak throughout the first-half of 2003, due to weak market and correspondingly low order intake in 2002. Meanwhile, the time has been well spent streamlining the organization, and focused sales and marketing activity has resulted in a steady flow of new orders. In the second quarter, the order reserve continued to grow from the record low at the end of 2002. Important orders have been booked in both Oil & Gas and Engineering & Construction. In Engineering & Construction the backlog has now recovered to the same levels as at the beginning of 2002. The total order intake in the second quarter was NOK9.7 billion, in line with the strong first quarter. The value of awards announced after the second quarter and letter of intents, which have not yet been booked to the order reserve amounts to NOK3.6 billion. This does not include up to two Ultra-Voyager cruise vessels at Kvaerner Masa-Yards for which a conditional agreement has been signed. Operating profit before interest, tax, goodwill- and pension amortization (EBITA) for the first six months was NOK 85 million. This includes a NOK 440 million charge in the second quarter, covering costs and provisions relating to Kvaerner Philadelphia, the shipyard in Pennsylvania, U.S. EBITA in Oil & Gas improved in the second quarter compared with the first quarter, when considering that the first quarter included approximately NOK60 million gain from sale of properties in Aberdeen. EBITA in Engineering & Construction remained marginally positive in the second quarter. While the Group's U.S. shipbuilding activity had a significant negative impact on group results in the second quarter, the improvement program at the Finnish yard Kvaerner Masa-Yards continued to produce good results. In the second quarter alone, EBITA was NOK252 million, almost twice as strong as in the first quarter. In the second quarter working capital was reduced in all business areas. At the end of June total net current operating assets was NOK1.5 billion, down from NOK2.3 billion three months earlier. Correspondingly, cash and short-term interest-bearing receivables increased to NOK4.6 billion at the end of June, and net interest-bearing debt was NOK143 million. The equity ratio remained at the same level as previous quarters, 26.8%. For the second half of 2003, the EBITA is expected to gradually improve for both Oil & Gas and Engineering & Construction, as the new orders come into effect. The shipbuilding activity will return a marginal loss for the year, following the substantial charges made at Kvaerner Philadelphia in the second quarter. Key figures, detailed tables and other supplementary information is available on both Aker Kvaerner's home page http://www.akerkvaerner.comand on the Oslo Stock Exchange http://www.oslobors.no: CONTACT: AKER KVAERNER ASA Investor Relations Tore Langballe, Vice President, Group Communications, Aker Kv�rner ASA Phone: +47 67 51 31 06 =========== P O L A N D =========== PHS STEEL: Treasury Extends Deadline for LNM Group's Bid -------------------------------------------------------- The Polish State Treasury extended the exclusivity period for the privatization of Polish steelworks PHS after its would-be acquisitors failed to reach an agreement on the deadline. Talks will continue according to the Treasury after the British-based LNM Group, owned by steel tycoon Lakshmi Mittal, failed to strike a deal on an estimated US$1 billion- transaction last Friday. The sticking point in the negotiation is the over PLN1.6 billion (US$400 million) debt of PHS to state-owned energy suppliers and railways. The investor is poised to buy the debt at a discount. The privatization is independent of the Polish government's plans to restructure the company, which suffers from a heavy debt burden, and outmoded facility. The state wants to scale down the company's capacity with the loss of 20,000 jobs. UPC POLSKA: First-half Revenues Dive to EUR37.8 Million ------------------------------------------------------- UPC Polska, a subsidiary of UPC that holds United Pan-Europe Communication's Polish operations, reported revenues of EUR37.8 million in the first half, down from EUR42 million in the same period last year. In 2002, the revenues were down almost EUR62 million below the prior-year result since the company stopped consolidating its direct-to-home TV operations, Interfax-Europe said citing the firm's SEC filing. The company generates 93% of its revenues from the provision of cable TV service. For the second quarter, year on year decline was 6.3% to EUR18.8 million from EUR20.1 million in 2002. UPC Polska's cable and Internet sales fell 9.9% in the first half of 2003 versus a year earlier. Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) was EUR12.1 million for the first half. Adjusted EBITDA for the second quarter was 59.0% higher at EUR7.2 million. In June, UPC Polska entered an agreement with creditors, who hold approximately 86% of the company's debt, to cut debt by 93% or US$876 million. The firm expects to eventually reduce its debt load to US$60 million in 9% senior notes due 2006 by the end of the year. ========= S P A I N ========= EUROBANK DEL MEDITERRANEO: Investors Decide Against Liquidation --------------------------------------------------------------- Eduardo Pascual, controlling shareholder of Eurobank del Mediterraneo SA voted against the bank's liquidation in a reverse decision at Monday's shareholders meeting, Dow Jones said. The report quoted Javier Fondevila, a lawyer who represents holders of around 18% of Eurobank's shares, saying Mr. Pascual proposed the institution continue operating. He was supported by minority shareholders. In July, Mr. Pascual lodged a motion to the Bank of Spain seeking for the liquidation of the small bank. This was after regulators told the management to raise nearly EUR6.5 million to bolster its shareholders equity. According to Spanish news agency Europa Press, Mr. Pascual changed his mind after he found several investors interested in subscribing to a Eurobank capital increase. But, according to Mr. Fondevila, Mr. Pascual still plans to file creditor protection for Barcelona-based Eurobank in September. The report said Mr. Fondevila believes the bank's managers want to liquidate the business after obtaining creditor protection. He also said minority shareholders he represents also want to appoint administrators on the bank and have a new management team. Eurobank has just over EUR185 million in assets under management and focuses on offering customers high-interest-rate deposits. The Bank of Spain wasn't available to comment on Eurobank's decision to continue operating, according to the report. ===================== S W I T Z E R L A N D ===================== BON APPETIT: Commission Clears REWE Acquisition of Food Retailer ---------------------------------------------------------------- The European Commission has granted clearance under the Merger Regulation to the acquisition of Bon Appetit Group AG, a food retailer and wholesaler active mainly in Switzerland, by REWE-Beteiligungs-Holding International GmbH, whose main focus is in Germany. (The operation, notified on July 24, 2003, was examined under the simplified merger review procedure) CENTERPULSE AG: U.S. SEC Opens Informal Probe into American Unit ---------------------------------------------------------------- Centerpulse USA Inc. received a letter from the staff of the United States Securities and Exchange Commission as part of an informal inquiry. The company has provided information and data as requested. The letter also states that the informal inquiry should not be taken as an indication that the company or any person has violated the law. Centerpulse's subsidiaries develop, produce, and distribute medical implants and biological materials for orthopedic, spinal and dental markets worldwide. The product array includes artificial joints, dental implants, spinal implants and instrumentation. ***** The probe relates to possible accounting errors at Swiss Centerpulse. The SEC is questioning organization and financial issues about the -counting of inventories at Centerpulse USA Inc in 2001 and 2002. The move was triggered after a former Centerpulse bookkeeper sent the regulator documents and questioned if U.S. standards had been observed. Centerpulse sources say the amount at issue is about US$1 million. CONTACT: CENTERPULSE Investor Relations Suha Demokan Phone: +41 (0)1 306 98 25 Mobile: +41 (0)79 430 81 46 Fax: +41 (0)1 306 98 31 E-mail: investor-relations@centerpulse.com Marc Ostermann Phone: +41 (0)1 306 98 24 Mobile: +41(0)79 787 92 84 Fax: +41 (0)1 306 98 31 E-mail: investor-relations@centerpulse.com CENTERPULSE AG: Board Declares Zimmer Offer Unconditional --------------------------------------------------------- Centerpulse notes that Zimmer Holdings, Inc. announced that its stockholders approved the issuance of new shares necessary to complete its exchange offer for Centerpulse Ltd. Zimmer said that approximately 98% of the shares represented at its special meeting were voted in favor of the proposal. The Centerpulse Board's recommendation of the Zimmer offer is now unconditional and the Board report is being sent to shareholders. Zimmer also announced that in order to ensure that Zimmer's minimum tender condition of 66-2/3% is satisfied as of the expiration date of Zimmer's offer, which is currently scheduled to be August 27, 2003, Centerpulse shareholders who wish to tender their shares into Zimmer's offer must tender their shares by the August 27 expiration date. Max Link, Chairman and CEO of Centerpulse, said: "We are pleased the Zimmer shareholders voted so strongly in favor of the transaction, and look forward to a successful integration of our two fine organizations." Centerpulse's subsidiaries develop, produce, and distribute medical implants and biological materials for orthopedic, spinal and dental markets worldwide. The product array includes artificial joints, dental implants, spinal implants and instrumentation. CONTACT: CENTERPULSE Investor Relations Suha Demokan Phone: +41 (0)1 306 98 25 Mobile: +41 (0)79 430 81 46 Fax: +41 (0)1 306 98 31 E-mail: investor-relations@centerpulse.com Marc Ostermann Phone: +41 (0)1 306 98 24 Mobile: +41(0)79 787 92 84 Fax: +41 (0)1 306 98 31 E-mail: investor-relations@centerpulse.com =========================== U N I T E D K I N G D O M =========================== AMP LIMITED: Appoints Investment-banking Experts to Board --------------------------------------------------------- AMP Limited has appointed JP Morgan Chase Bank Chairman Peter Mason and Nora Scheinkestel, a director of Newcrest Mining and PaperlinX, as new directors. The appointments make the number of directors named in the past year seven. This was after former chairman Stan Wallis and four other directors resigned from the company following a disastrous U.K. expansion that forced more than US$4 billion in writedowns. The new directors both have investment-banking experience. Mr. Mason previously worked at Schroders, while Ms. Scheinkestel held senior positions at Macquarie Bank and Deutsche Bank. The choices fueled speculation AMP is grooming itself to be taken over after its US$10 billion demerger later this year, according to the Australian Financial Review. Mr. Mason will take office on October 20, while Ms. Scheinkestel will start immediately next week. Board members Ian Renard, and Malcolm Bates are also due to leave the board. Mr. Renard is resigning at the end of the month. Mr. Bates will step down from the board but will stay on as chairman of AMP's U.K. operations. EDINBURGH FUND: Sets Shareholders Meeting to Discuss Offers ----------------------------------------------------------- The board of Edinburgh Fund, which has been at the center of a bidding war for weeks, is set to meet leading shareholders this week to consider the future of the company amid potential takeover offers. According to the Financial Times, the board will meet Hermes Pensions Management, the largest shareholder with a 39% stake, and Artemis, which has an 11% holding. The board has been weighing expressions of interest from Isis Asset Management, Aberdeen Asset Management, and Glasgow-based life assurer and fund manager Britannic. They met last Thursday and Friday to discuss the offers but have yet to make a decision on what to do. It is reported, meanwhile, that Isis is considering withdrawing from the bidding after becoming increasingly frustrated at the protracted decision-making by the Edinburgh Fund Management board. HEYWOOD WILLIAMS Divests Loss-making Double-glazing Subsidiary -------------------------------------------------------------- Heywood Williams Group PLC is pleased to announce that it has completed the disposal of Coldseal Limited to Coldseal Group Limited, a privately owned group, in exchange for 19.9% of the ordinary shares of Coldseal Group Limited. Coldseal was the retail double-glazing subsidiary of Heywood Williams, which incurred PBIT losses of GBP5.7 million in the year ended December 31, 2002 on turnover of GBP61 million and operating net assets at the end of the year of GBP9 million. Coldseal Group Limited owns the trading assets and business of the Bryco Group, a privately owned retail double-glazing company operating in the Home Counties. The sale will give rise to an exceptional charge of approximately GBP26 million in the accounts of Heywood Williams in 2003, comprising an estimated GBP6 million reduction in tangible net assets, and a goodwill write-off of approximately GBP20 million which includes GBP4.6 million of unamortized goodwill.. The transaction is expected to be earnings enhancing in 2003 at little cash cost. The disposal of Coldseal is consistent with Heywood Williams' strategy to focus on the core U.K. windows, doors and conservatory market where it holds leading market positions with growth potential. Coldseal's performance has historically been volatile, impacting adversely on group performance. The board has therefore carefully considered a full range of strategic options. This transaction proved to be the most attractive, involving the sale of the business to an established retail double-glazing specialist while retaining an interest in its future success and an ongoing trading relationship, based on a three year supply agreement. Commenting on the disposal of Coldseal, Hamish Bryce, Heywood Williams' Executive Chairman, said 'This earnings enhancing disposal simplifies the scope of Heywood Williams' activities and eliminates a volatile and loss-making business. We can now concentrate on restoring the U.K. operations to health and building on the potential of our U.S. businesses.' CONTACT: HEYWOOD WILLIAMS Phone: 01484 487 200 Hamish Bryce, Executive Chairman Laurence Campbell, Finance Director FINANCIAL DYNAMICS Phone: 020 7831 3113 Jon Simmons Meg Baker MARUBENI CORPORATION: Ratings on Commercial Paper Withdrawn ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' long-term rating to general trading company Marubeni Corporation, and withdrew its 'C' short-term rating at the company's request. The long-term rating reflects a recovery in the company's profitability and reduced concerns over its liquidity, offset by its still weak capital structure. The outlook on the rating is stable. At the same time, the 'C' short-term ratings on the commercial paper programs of Marubeni America Corporation, Marubeni International Finance PLC, and Marubeni Europe PLC were also withdrawn. "Marubeni has made progress in restructuring, and as a result, its profitability is recovering," said Standard & Poor's credit analyst Ryoji Yoshizawa. "The company is also likely to maintain access to financing from its main banks and other financial institutions, which has mitigated concerns over its liquidity," he added. The rating, however, also reflects the financial problems Marubeni continues to face. The company has failed to improve its capitalization against risk factors, including deferred tax assets and investment and loan assets. In addition, its financial leverage remains high. Concerns also exist over possible pressure on the creditworthiness of the general trading industry stemming from Japan's entrenched economic slump and continuing deflation. The stable outlook reflects the belief that the overall risks of Marubeni's financial base in the medium to long-term is consistent with the long-term rating assigned. The outlook could be revised to positive if the company achieves further improvement in its profitability or a significant improvement in capital. ORANGE PLC: Redeems Senior Notes for US$184 Million --------------------------------------------------- Orange plc, a public limited liability company incorporated under the laws of England and Wales, announced that it has successfully completed its previously announced offer to purchase for cash of any and all of its outstanding 8 3/4 % Senior Notes due 2006 and concurrent solicitation of consents from holders of Notes to adopt amendments to the Indenture dated 11 June 1999 under which the Notes were issued. The Tender Offer and Consent Solicitation expired at 12:00 Midnight, New York City time, on August 22, 2003. The company received tenders from holders of approximately $156,733,000.00 in aggregate principal amount of the Notes and has accepted these Notes for payment. The aggregate cost to purchase the Notes accepted, including accrued interest, is approximately $184,198,890.92. The company currently expects that the payment date for the Notes validly tendered and accepted to be August 27, 2003. Following the payment of the Notes accepted in the Tender Offer, approximately $40,545,000.00 in aggregate principal amount of the Notes will remain outstanding and are scheduled to mature on 1 June 2006. The company has executed a supplemental indenture that effectuates the Proposed Amendments to the Indenture. The Proposed Amendments became operative on August 26, 2003 and the holders of the Notes not tendered in the Tender Offer are bound thereby. Citigroup Global Markets Inc. was retained to act as the exclusive dealer manager for the Tender Offer. The depositary and information agent for the Tender Offer is Global Bondholder Services Corporation Additional information about the terms and conditions of the Tender Offer and Consent Solicitation may be obtained from the depositary and information agent at Global Bondholder Services Corp., 65 Broadway - Suite 704, New York, New York 10006, (telephone: (866) 470-4500 (toll free) (212) 430-3774 (collect)) or from the dealer manager, Citigroup Global Markets Inc., 390 Greenwich Street, 4th Floor, New York, New York 10013, (telephone: (800) 558-3745 (toll free), (212) 723-6106 (collect)). CONTACT: ORANGE PLC Corporate Finance and Investor Relations Tarek Robbiati, VP Corporate Finance Phone: + 44 (0) 20 7984 1691 Katie Evans, Investor Relations Manager Phone: + 44 (0) 20 7984 1710 Amelie Condroyer Investor Relations Manager Phone: + 44 (0) 20 7984 1710 SSL INTERNATIONAL: Danish Firm Confirms Interest in Medical Unit ---------------------------------------------------------------- Carsen Loenfeld, head of Danish health care company Coloplast said his company is interested in the medical business of SSL International, according to the Daily Post. SSL is selling the health care unit that markets surgical gloves and antiseptic products to cut debt and invest in its consumer business. The business could fetch GBP80 million, according to estimates. A shortlist of firms interested in buying the unit had been in existence since June yet. The roster includes ABN AMRO Capital, 3i, Electra, Barclays Private Equity and Duke Street, the report said. SSL is also closing its Bootle factory and has been transferring jobs from the site to Peterlee. Some 200 jobs were transferred last year, while another 40 is due to go in December. VIS ENTERTAINMENT: Suspends Payment of Staff Bonus -------------------------------------------------- Troubled games developer, VIS Entertainment, decided to scrap a lucrative staff bonus scheme as part of an effort to slash cost and restore health to its battered finances, according to The Scotsman. The company said the suspension of the annual payout that is usually awarded to staff at the end of each year is in line with its far-reaching program to cut cost. The announcement comes days after the GBP3 million- bailout of the company by major shareholders. The capital injection, which was supported by 95% of investors, bought time for the company to produce the sequel to its famous State of Emergency game. The development of the program was put in doubt after U.S. publisher Take Two Interactive backed out of the new game. The more than one million in sales generated by its State of Emergency product enabled the company to post a first annual pre-tax profit of GBP3.25 million last year. But the company run out of cash after it was forced to return cash to financial backers as part of a long-term deal. WATERFORD WEDGWOOD: Applies for Listing on Irish, U.K. Bourse ------------------------------------------------------------- Application has been made to the Irish Stock Exchange and to the U.K. Listing Authority for 7,715,073 stock units in the capital of Waterford Wedgwood plc, to be admitted to the official list of the Irish Stock Exchange and the official list of the U.K. Listing Authority, and to the London Stock Exchange and the Irish Stock Exchange for such shares to be admitted to trading. These shares have been allotted pursuant to the company's Scrip Dividend Offer. These shares rank pari passu in all respects with existing shares. Copies of this brochure are available following the date hereof for fourteen days from Waterford Wedgwood plc. ***** In June, Waterford Wedgwood shed 1,058 jobs at its manufacturing plants in Stoke-on-Trent. It previously blamed the war in Iraq, which affected luxury goods market particularly in the U.S. where the Waterford brand is strong, for its difficulties. ********* 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 -- Europe is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Larri-Nil Veloso, Ma. Cristina Canson, and Laedevee Gonzales, Editors. Copyright 2003. All rights reserved. ISSN 1529-2754. 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 Europe subscription rate is US$575 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Christopher Beard at 240/629-3300. * * * End of Transmission * * *