/raid1/www/Hosts/bankrupt/TCREUR_Public/031111.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

           Tuesday, November 11, 2003, Vol. 4, No. 223


                            Headlines

F R A N C E

FRANCE TELECOM: Selling EUR425 Mln Cable Business, Says Report


G E R M A N Y

BAYER AG: Shake-up to Result in Chemicals-polymers Merger
BAYER AG: 'A+/A-1' Ratings Affirmed; Outlook Negative
BRAU UND BRUNNEN: Final Deal on HVB Stake Still a Month Away
ESCADA AG: Expects EUR60 Million Shortfall this Year
JENOPTIK AG: Fitch Assigns Seven-year Notes 'BB' Rating
WESTLB AG: Nets GBP37 Million Out of Pubmaster Group Stake


L U X E M B O U R G

MILLICOM INTERNATIONAL: Offers US$550 Million New Debts
MILLICOM INTERNATIONAL: Buys Back Outstanding 2006 Senior Notes


N E T H E R L A N D S

KONINKLIJKE AHOLD: Unveils 3-year 'Road to Recovery' Program
KONINKLIJKE AHOLD: Dumps Lethargic Spanish Retail Operations
KONINKLIJKE AHOLD: Sets up Rigorous Control System for U.S. Unit
KONINKLIJKE AHOLD: To Issue Up to EUR3 Billion New Shares
KONINKLIJKE AHOLD: Annual General Meeting Set November 26
KONINKLIJKE AHOLD: Obtains New Senior Credit Facilities
KONINKLIJKE AHOLD: Refinancing Plan Impresses Standard & Poor's


P O L A N D

AGORA SA: Posts Changes in Supervisory Board


S W I T Z E R L A N D

CENTERPULSE AG: Moody's Drops Rating; Cites Debt Repayment


U N I T E D   K I N G D O M

AES CORPORATION: Scottish, Southern Energy Seal Medway Purchase
BAE SYSTEMS: Spanish Training School Sold via Management Buyout
BAKEBEST LIMITED: Joint Administrators Offer Businesses for Sale
CHARTER PLC: Company Profile
CLANSMAN MONARCH: Falls into Liquidation; APA Travel Takes over

DATAFLEX HOLDINGS: Securities Delisted from London Bourse
DUNLOP TEXTILES: Joint Administrative Receivers Sell Business
ENDEVA: Workers Insist on Demand for Severance Pay
GOVETT INVESTMENT: Trust Fund Manager Resigns
IMCO PLASTICS: Receivers Fail to Find Buyer, to Liquidate Firm

NETWORK RAIL: Unions Rap Pension Scheme Closure to New Entrants
NORTHERN RETAIL: Administrators Take over Pending Deliveries
RANK GROUP: To Redeem Convertible Preference Shares December 9
RANK GROUP: Fitch Cuts Senior Unsecured Ratings to 'BB+'
SILK INDUSTRIES: Court Gives Nod to Scheme of Arrangement
SHOP ELECTRIC: Electrical Retailing Stores Up for Sale
T&N LIMITED: U.S. Court Welcomes Alternative Rehab Plans

* Large Companies with Insolvent Balance Sheets


                            *********


===========
F R A N C E
===========


FRANCE TELECOM: Selling EUR425 Mln Cable Business, Says Report
--------------------------------------------------------------
France Telecom is planning to sell its wholly owned France Telecom Cable
unit, the Financial Times said citing Les Echos.

The cable business, which France Telecom set up in 1993 from a number of
cable networks it took over from Generale des Eaux, could be worth about
EUR425 million, according to Michael Jeremy, analyst at ING.  This is basing
on its 840,000 subscribers, who generate some EUR40 million in revenues each
quarter, and assuming a sales price of 2.5 times annual revenues.  He notes,
however, that the cable sector is currently a buyer's market; it is
difficult to estimate a final sale price, according to the report.

Chief Executive Thierry Breton reportedly told the finance ministry that he
also wants to sell the company's 27% holding in cable company, Noos, and its
70% share in NC Numericable.  France Telecom might find an ally in seeking
solution to the cable operations in Suez, which owns 50.1% of Noos.  France
Telecom's disposals are in addition to a number of non-core media assets
previously sold to pay debts.  The disposals had included broadcaster TDF
and Casema, the Dutch cable company.

Analysts say Mr. Breton could be forced to sell more assets to offset the
effects of a possible put option it has in TPSA, the Polish telecoms
operator.  The company stands to buy a stake in TPSA, the Polish telecoms
operator, for EUR1.6 billion if the option becomes enforceable.


=============
G E R M A N Y
=============


BAYER AG: Merges Chemicals, Polymers Units in Business Shake-up
---------------------------------------------------------------
Following its reorganization, the Bayer Group now plans to focus more
strongly on its core activities.  In future it will concentrate resources
primarily on developing and expanding its research-intensive activities in
the HealthCare and CropScience businesses and on the investment-intensive
MaterialScience business.  For this reason, Bayer Chemicals (excluding H.C.
Starck and Wolff Walsrode) is to be combined with the styrenics,
semi-crystalline thermoplastics, fibers and rubber activities from the
polymers portfolio to form a new company with sales of approximately EUR5.6
billion (based on 2003E) and about 20,000 employees.  The aim is to list
this new company on the stock market by early 2005.  The Supervisory Board
approved these plans of the Group Management Board at its meeting on Friday.

The pharmaceuticals business is to be retained on a stand-alone basis within
Bayer HealthCare AG because the options for combining it with other
companies would not have created value.  Pharmaceuticals research will
concentrate on the therapeutic areas in which Bayer has core competencies:
anti-infectives, cardiovascular and urology.  Bayer also has promising
products under development in the oncology (cancer) field.

The Pharmaceuticals Division will be positioned as a mid-size European
pharmaceuticals business.

Following this realignment, Bayer's portfolio will comprise a balanced mix
of stable businesses that should show sustained growth, along with
innovation-driven activities.


BAYER AG: 'A+/A-1' Ratings Affirmed; Outlook Negative
-----------------------------------------------------
Standard & Poor's Rating Services affirmed its 'A+/A-1' corporate credit
ratings on Germany-based pharmaceuticals and agrochemicals conglomerate
Bayer AG and related entities, following the group's announcement that it is
to combine its Bayer Chemicals unit (excluding H.C. Starck and Wolff
Walsrode) with certain parts of its polymers business in a new company,
which will be listed on a stock market by early 2005.  Bayer also announced
that it has terminated the search for a partner for its midsize
pharmaceuticals unit.  The outlook is negative.

"From a business risk perspective, Standard & Poor's considers the envisaged
separation of the new company to be slightly positive for the ratings," said
Standard & Poor's credit analyst Christian Wenk.  "Although the separation
will reduce Bayer's diversity, this has to be seen in the context of the new
company currently accounting for only about 20% of the group's sales and
significantly less in terms of profitability."

Furthermore, the new company's business risk characteristics are less
favorable than for the group as a whole.  Bayer's leading global positions
in the high-added-value and high-margin agrochemical and polymer businesses
will continue to support the group's overall business profile.

Standard & Poor's believes the separation will also allow Bayer's management
to focus more on being a midsize European pharmaceuticals company.

From a financial risk perspective, Standard & Poor's anticipates that
Bayer's financial profile pro forma for the completion of the separation
would not deteriorate.  At June 30, 2003, the group had total debt of about
EUR14.5 billion (including pension provisions).

Bayer's debt-protection measures continue to be weak for the ratings,
however.  There might be a review of the ratings if the group does not
achieve this ratio, or if the envisaged separation was to have a negative
effect on Bayer's debt protection measures.


BRAU UND BRUNNEN: Final Deal on HVB Stake Still a Month Away
------------------------------------------------------------
Negotiations over the sale of HVB Group's 56% stake in brewer, Brau und
Brunnen, are still underway, and a decision is not expected within three
weeks, a source familiar with the talks said, according to Reuters.

Earlier, rumors surfaced that One Equity Partners was set to buy the stake.
German magazine Focus previously said One Equity might acquire the holdings
with a strategic partner, thought to be Anheuser-Busch.

"It will take at least another three to four weeks to conclude the
negotiations," the source told Reuters.

A spokesman for HVB refused to say anything other than HVB's preference to
conclude a deal within the year.  HVB banking group is selling the stake to
return to profit this year and strengthen its equity capital by EUR1.7
billion in order to maintain a Tier 1 ratio of at least 7% and prevent
further downgrades by rating agencies.


ESCADA AG: Expects EUR60 Million Shortfall this Year
----------------------------------------------------
Full-year loss at fashion and accessories company, Escada AG, could reach
between EUR60 million and EUR80 million, according to the German company.
Escada is currently undertaking a restructuring caused by the soft economy,
the war in Iraq and the SARS outbreak in Asia.  It is planning to axe 850
jobs to mitigate its burden.

The company last month launched a convertible bond issue and new stock
offering to increase its capital.  The fund-raising exercise was estimated
to raise the company's stock capitalization from EUR39.6 million to EUR75.9
million.

Chief Executive Wolfgang Ley is hopeful the company could return to black
next year after seeing improvements in fourth quarter sales.


JENOPTIK AG: Fitch Assigns Seven-year Notes 'BB' Rating
-------------------------------------------------------
Fitch Ratings, the international rating agency, assigned Jenoptik AG's
EUR150 million seven-year senior notes a final rating of 'BB', in line with
the 'BB' Senior Unsecured rating assigned to Jenoptik on September 26, 2003.
The rating action follows a review of the final offer documents confirming
information already received when Fitch assigned the expected rating.

The notes carry a coupon of 7.875% and are guaranteed by Jenoptik Photonics
AG and Jenoptik Laser, Optik, Systeme GmbH, both of which are 100% owned by
Jenoptik.  Jenoptik concluded the issue of the notes on November 4, 2003.

The refinancing plan announced by Jenoptik in September 2003, which includes
the issuance of 8.14 million shares and the above-mentioned notes, will
strengthen the company's capital structure and improve its debt maturity
profile.  Management will also seek to strengthen market positions through
organic and acquisitive growth, while continuing to establish partnerships
in order to reduce the group's risk exposure.  Within the clean-systems
division, management continues to evaluate strategic alternatives, which may
include a co-operation with strategic partners or investors or a total or
partial divestment of the business.  The direction of any rating change,
triggered by the occurrence of such an event, will clearly be dependent on
the nature of the transaction and its impact on the business and financial
risk profiles of the group

The 'BB' rating for the notes reflects the agency's view of the potential
recovery prospects of the notes relative to the other creditors of the
group, in the event of any future forced restructuring or a distress
scenario.  The rating of the notes reflects the absence of any significant
secured debt in the capital structure and the position of the notes, which
rank pari passu with the issuer's bank facilities.  These facilities
constitute the bulk of the group's indebtedness and as such there is no
significant bank debt, which is structurally senior to the notes.  The
guarantees from Jenoptik Photonics AG and Jenoptik Laser, Optik, Systeme
GmbH allow the noteholders a direct claim against the two guarantor
companies.  However, under the current structure, the rest of the group's
trade creditors, which are mainly concentrated in the more working capital
intensive clean systems division, would rank ahead of the notes in terms of
priority.  As such, Fitch does not consider the guarantees to provide a
material benefit to the noteholders.  The notes and the guarantees are
secured by a first priority assignment over inter-company term loans of
EUR150 million due to Jenoptik from members of the M+W Zander sub-group.
Fitch believes that while offering little tangible benefit in the case of a
going concern disposal, the assignment will allow noteholders a greater
participation in negotiations in the event of a default.

The domination and profit and loss sharing agreements from the clean systems
operations allow the parent company direct access to the cash flows
generated by that division.  Fitch notes that some uncertainty remains over
whether these fixed five-year agreements will be renewed when they expire in
December 2003.  The decision regarding the renewal of these agreements will
be taken by the board in Q403 and a key consideration will be the likely
outcome and timing of any potential sale, partial divestment or
establishment of a strategic partnership within the clean systems
operations.


WESTLB AG: Nets GBP37 Million Out of Pubmaster Group Stake
----------------------------------------------------------
Germany's state-owned bank, WestLB, will receive GBP37 million from the sale
of Pubmaster Group Limited to British pub landlord, Punch Taverns, according
to the Telegraph.

Punch Taverns on Thursday agreed to pay GBP1.19 billion to acquire Pubmaster
Group Ltd.  The transaction includes the assumption of GBP1 billion in debt,
with a payment of about GBP5 million in working capital to Pubmaster owners.
Chief Executive Giles Thorley said Punch will fund the purchase with the
proceeds of its debt refinancing and loans from Royal Bank of Scotland Group
Plc.

Pubmaster's shareholders are set to reap GBP168 million.  West LB's 22%
stake will make GBP37 million, while Pubmaster's management and employees
will take GBP38 million from their 22.5% holding, according to the report.

WestLB is scaling back from international expansion after posting record
loss of EUR1.7 billion (US$2 billion) last year due to significant loan loss
provisions related to U.K. consumer-electronics company, BoxClever.


===================
L U X E M B O U R G
===================


MILLICOM INTERNATIONAL: Offers US$550 Million New Debts
-------------------------------------------------------
Millicom International Cellular S.A. (Nasdaq: MICC) intends to offer US$550
million of New Senior Notes to refinance its outstanding US$395 million 11%
Senior Notes due 2006 and its outstanding US$137 million 13.5% Senior
Subordinated Notes due 2006.

Millicom intends to make an offer to purchase for cash up to all of its
outstanding 11% Senior Notes and to seek the consent of a majority of the
holders of its 11% Senior Notes to amend certain provisions of the
indenture.  The Tender Offer will commence in the near future and more
details will be forthcoming.  The Tender Offer will be subject to
consummation of the New Senior Notes offering.  If less than all of the
outstanding 11% Senior Notes are purchased in the Tender Offer in connection
with the offering of the New Senior Notes, Millicom intends to redeem the
remaining 11% Senior Notes in accordance with their terms.

Millicom also intends to seek the consent of a majority of the holders of
its 2% Senior Convertible Payable-in-Kind Notes (the "2% Senior Convertible
PIK Notes") to waive certain covenants.  If such consents are not obtained
in connection with the offering of the New Senior Notes, Millicom intends to
redeem the 2% Senior Convertible PIK Notes in accordance with their terms.
Effectively, these waivers or redemptions would enable Millicom to redeem
its 13.5% Senior Subordinated Notes, following the consummation of the
offering of the New Senior Notes.

Stabilization: FSA/IPMA

The New Senior Notes have not been and will not be registered under the
United States Securities Act of 1933, as amended.  The New Senior Notes may
not be offered or sold in the United States or to, or for the account or
benefit of U.S. persons (as such term is defined in Regulation S under the
Securities Act) except pursuant to a registration statement under, or an
applicable exemption from the registration requirements of, the Securities
Act.

In the United Kingdom, this announcement is directed exclusively at persons
who fall within article 19 or article 49 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2001.

Millicom International Cellular SA is a global telecommunications investor
with cellular operations in
Asia, Latin America and Africa.  It currently has a total of 16 cellular
operations and licenses in 15 countries.  The Group's cellular operations
have a combined population under license of approximately 382 million
people.  In addition, MIC provides high-speed wireless data services in five
countries.

CONTACT:  MILLICOM INTERNATIONAL CELLULAR
          Marc Beuls, President and Chief Executive Officer
          Phone: +352 27 759 101

          SHARED VALUE LTD, LONDON
          Andrew Best, Investor Relations
          Phone: +44 20 7321 5022
          Home Page: http://www.millicom.com


MILLICOM INTERNATIONAL: Buys Back Outstanding 2006 Senior Notes
---------------------------------------------------------------
Millicom International Cellular S.A. (Nasdaq: MICC) has commenced a cash
tender offer and consent solicitation for all of the $395,219,000
outstanding principal amount of its 11% Senior Notes due 2006.

The total consideration to be paid for each validly tendered Note will be
equal to $1,022.50 per $1,000 principal amount of the Notes, plus any
accrued and unpaid interest on the Notes up to, but not including, the date
of payment, as the case may be.

The total consideration includes a consent payment of $7.50 per $1,000
principal amount of Notes, payable only to holders who tender their Notes
and validly deliver their consents prior to 5:00 p.m., New York City time,
on November 18, 2003 (the Consent Date), unless terminated or extended.
Holders who tender their Notes after the Consent Date will receive the total
consideration less the consent payment of $7.50, which is equal to $1,015.00
per $1,000 principal amount of the Notes.

In conjunction with the tender offer, consents are being solicited to effect
certain proposed amendments to the indenture governing the Notes.  Among
other things, these amendments would eliminate certain of the indenture's
restrictive covenants, would amend certain other provisions contained in the
indenture and would shorten the optional redemption notice period of the
Notes.

Subject to the satisfaction of the financing condition and the requisite
consent condition, the expected settlement date for holders tendering before
the Consent Date is on or around November 25, 2003.

Adoption of the proposed amendments requires the consent of the holders of
at least a majority of the principal amount of the Notes outstanding.
Holders who tender their Notes will be required to consent to the proposed
amendments and holders may not deliver consents to the proposed amendments
without tendering their Notes in the tender offer.

The tender offer is conditioned upon, among other things, the receipt of
consents necessary to adopt the proposed amendments and the completion by
Millicom of a related financing transaction.  If the financing is completed
and less than all of the outstanding notes are tendered in the tender offer,
then we intend to redeem any outstanding Notes in accordance with their
terms.

The tender offer will expire at 11:59 p.m., New York City time, on December
8, 2003, unless terminated or extended.  Tenders of Notes may be withdrawn
and consents may be revoked pursuant to the tender offer at any time before
the Consent Date.  After the
Consent Date, tenders of Notes and consents may be revoked only if the
tender offer is terminated without any Notes being accepted by Millicom for
purchase under the tender offer or if Millicom reduces the consideration to
be paid for each validly tendered Note or the aggregate principal amount of
the Notes subject to the tender offer.

Morgan Stanley & Co. Incorporated is acting as the exclusive dealer manager
and solicitation agent for the tender offer and the consent solicitation.
The depositary for the tender offer is the Bank of New York. The tender
offer and consent solicitation are being made pursuant to an Offer to
Purchase and Consent Solicitation Statement dated November 7, 2003, and a
related Letter of Transmittal and Consent, which more fully set forth the
terms and conditions of the tender offer and consent solicitation.

Questions regarding the tender offer and consent solicitation may be
directed to Morgan Stanley & Co. Incorporated, at (800) 624-1808 (toll free)
or (212) 761-1897 (call collect).  Requests for copies of the Offer to
Purchase and Consent Solicitation Statement and related documents may be
directed to D. F. King & Co., Inc., at (212) 269-5550.  This announcement is
not an offer to purchase, a solicitation of an offer to purchase, or a
solicitation of consents with respect to the Notes.  The tender offer and
consent solicitation are made solely by means of the Offer to Purchase and
Consent Solicitation Statement.

Stabilization: FSA/IPMA

Securities have not been and will not be registered under the United States
Securities Act of 1933, as amended.  Securities may not be offered or sold
in the United States or to, or for the account or benefit of U.S. persons
(as such term is defined in Regulation S under the Securities Act) except
pursuant to a registration statement under, or an applicable exemption from
the registration requirements of, the Securities Act.

If you are in any doubt as to the action you should take, you are
recommended to seek your own financial advice immediately from your
stockholder, bank manager, solicitor, accountant or other independent
financial adviser authorized under the Financial Services and Markets Act
2000 (if you are in the United Kingdom), or from another appropriately
authorized independent financial adviser.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction.

Additionally, this press release shall not constitute a solicitation of
consents or proxies in any jurisdiction in which it is unlawful to make such
solicitation or grant such consents or proxies.

Millicom International Cellular SA is a global telecommunications investor
with cellular operations in
Asia, Latin America and Africa.  It currently has a total of 16 cellular
operations and licenses in 15 countries. The Group's cellular operations
have a combined population under license of approximately 382 million
people.  In addition, MIC provides high-speed wireless data services in five
countries.

CONTACTS:  MILLICOM INTERNATIONAL
           Marc Beuls, President and Chief Executive Officer
           Phone: +352 27 759 101

           Andrew Best, Investor Relations
           Phone: +44 20 7321 5022

           Home Page: www.millicom.com


=====================
N E T H E R L A N D S
=====================


KONINKLIJKE AHOLD: Unveils 3-year 'Road to Recovery' Program
------------------------------------------------------------
Ahold announced recently the details of its new financing plan and strategy.
The 'Road to Recovery' program sets out Ahold's objectives for rebuilding
the value of the company over the next three years.  Ahold has committed to
delivering results in four key areas:

(1) Re-engineering food retail

(2) Recovering the value of U.S. Foodservice

(3) Reinforcing accountability, controls and corporate
    governance

(4) Restoring Ahold's financial health


These are the highlights of the program:

(a) Strategic objectives set for food retail and U.S.
    Foodservice through 2006;

(b) Deleveraging and enhanced liquidity through proposed EUR2.5
    billion rights issue and contemplated EUR300 million and
    US$1.45 billion back-up credit facility, both fully
    underwritten by a syndicate of banks;

(c) Commitment to at least EUR2.5 billion in proceeds from
    disposals by 2005;

(d) Intention to divest Spanish operations;

(e) Return to investment grade profile by end of 2005.

Commenting on the announcement, Ahold President and CEO Anders Moberg said,
"Ahold has been through the most challenging nine months in its history.  In
spite of this, our core operating companies have shown resilience and have
retained their leading market positions.  I have been extremely encouraged
by how our employees have responded to the situation.

"With the financing plan that we are proposing, I am pleased to say that we
finally draw a line under this difficult year.  We can now focus
wholeheartedly on strengthening the competitiveness of our business.  At the
same time, we are in the process of setting the highest possible standards
for accountability, controls and corporate governance, to keep Ahold's
investors, customers, employees and partners secure in the knowledge that
this company is being run in their best interests.  So [today] we launch the
new Ahold."

The plan announced will put Ahold on course to return to an investment grade
profile by the end of 2005.  Strategically, Ahold is now focused on
portfolio optimization and organic growth rather than acquisitions.
Financially, the company has redirected its planning processes towards
maximizing cash flow and reducing debt.  In addition, the company expects to
generate significant proceeds from disposals.


KONINKLIJKE AHOLD: Dumps Lethargic Spanish Retail Operations
------------------------------------------------------------
Commenting on the program for re-engineering food retail, Anders Moberg
said, "Ahold is built on strong underlying businesses, but there is
considerable value to be realized.  Over 90% of our net sales come from
companies that hold the number one or number two position in their markets.
We are turning what has historically been a loose federation of businesses
into a single company with a single focus on generating value, based on a
superior customer offer.  This is a major cultural and organizational shift
in how the company is managed."

For the food retail business after disposals, Ahold targets a minimum of 5%
net sales growth per annum, 5% EBITA margin and 14% return on net operating
assets from 2005 and onwards.

Ahold will increase its focus by optimizing its retail portfolio with an
active disposals program and changes to the organizational structure.  It
will continue to invest in companies that can achieve a sustainable number
one or two position in their markets within three to five years, while also
meeting defined profitability and return criteria over time.  This goes for
joint ventures as well.  Companies not capable of meeting these objectives
will be divested.  Ahold is committed to generating at least EUR2.5 billion
in proceeds from disposals by 2005.

In line with this, Ahold announced its intention to divest of its Spanish
operations.  It has initiated a preparatory review and expects to launch the
formal sale process as soon as it is ready.  Although Ahold believes in the
viability of its Spanish retail operations, the company does not foresee the
ability to develop a sustainable leadership position in Spain within the
three to five years specified in its strategic criteria.  Ahold expects its
Spanish business to have a brighter future outside the group.

With the new organizational framework in place, Ahold is rolling out several
strategic initiatives to improve competitiveness and ultimately drive higher
sales and profitability.  Areas of improvement include sourcing,
infrastructure, store operations and product mix.

The re-engineering program aims to deliver EUR600 million in annual cost
savings and EUR200 million in capital expenditure and working capital
efficiencies by 2006.  The changes will require an estimated one-off
investment of EUR285 million spread over the next three years.  A
significant portion of the annual cost savings will be reinvested into
Ahold's customer value proposition to underpin future competitiveness and
financial performance.


KONINKLIJKE AHOLD: Sets up Rigorous Control System for U.S. Unit
----------------------------------------------------------------
"U.S. Foodservice is an under-managed business, but it has a great market
position and great potential to improve its financial performance," said
Anders Moberg.  "The company holds the number two position in the growing
US$180 billion wholesale foodservice market.  However, U.S. Foodservice's
integration process was never properly executed.  Larry Benjamin, the new
CEO, is implementing a three-step plan for recovering the value of U.S.
Foodservice.  Although 2003 is clearly a lost year, we have significant
opportunities to restore margins and raise them towards those of our
competitors."

The accounting fraud that was detected at the beginning of the year was a
symptom of a structurally weak organization. Following the crisis, U.S.
Foodservice saw slippage in its procurement leverage as vendors raised
prices and shortened payment terms, resulting in a sharp deterioration in
profitability.  Despite the decline in earnings, the company's sales
remained stable, thanks to U.S. Foodservice's strong local branches and
people in the field who retained the loyalty of customers.

The first step in the program to recover the value of U.S. Foodservice is
already underway -- to put in place a rigorous control environment and a
strong financial organization.  This includes the enhancement of the Sales
Information System to track each product, customer, delivery and transaction
at the corporate level and provide full transparency to the branches.

The critical second step in the recovery process is now underway, focusing
on the restoration of profitability and cashflow.  Under new leadership, the
company is highly focused on regaining its leverage with vendors to improve
prices and reduce costs.  This process will greatly benefit from Ahold's
improved capital structure.  A key component of achieving these improvements
will be to strike a better organizational balance of corporate and branch
responsibilities, to realize the potential of U.S. Foodservice's scale.

As the foundations for improved financial performance are laid, the third
step in the company's recovery will include changes in the mix of customers,
products and brands to support sustainable profitable growth.

Reinforcing accountability, controls and corporate governance
Ahold is replacing a decentralized system of internal controls that had many
weaknesses with a one-company system with central reporting lines.  As
already announced, internal audit will not only report to the CEO, but also
to the Audit Committee of the Supervisory Board.  In addition, Ahold has
nominated Peter Wakkie to the position of Chief Corporate Governance Counsel
on the Executive Board, to serve as the driving force behind improved
internal governance policies and practices, for legal compliance as well as
conformance to ethical and social standards.

The company announced that it will host a special meeting to update
shareholders on its corporate governance initiatives next year.


KONINKLIJKE AHOLD: To Issue Up to EUR3 Billion New Shares
---------------------------------------------------------
The Company has redirected its planning processes towards maximizing cash
flow and reducing debt through more selective capital expenditures and
initiatives to improve working capital.  For 2003, Ahold is on track to
scale back capex by EUR800 million from the original plan, and to improve
working capital by approximately EUR100 million, and this area will remain a
key priority going forward.  In addition, the company has committed to
generate at least EUR2.5 billion in proceeds from disposals by 2005.  The
company believes that these actions combined with the proposed EUR2.5
billion rights issue referred to below will put Ahold on course to return to
an investment grade profile by the end of 2005.

The Company's refinancing plan further comprises a new EUR300 million and
US$1,450 million back-up credit facility, for which full commitments have
been obtained from a syndicate of banks.  Amounts outstanding under the
existing EUR600 million and US$2,200 million credit facilities will be
repaid and the existing facilities will be terminated.

In addition, Ahold intends to offer cumulative preferred financing shares
for an amount that is not expected to be in excess of EUR125 million.

Details of the rights issue

(a) Rights issue to raise a minimum of EUR2.5 billion

(b) The Offering will be fully underwritten by a syndicate of
    banks, subject to certain conditions

(c) The Offering size will be determined prior to launch,
    depending on market conditions at that time, but it is
    intended that the maximum amount would not exceed EUR3
    billion

(d) Number of new common shares to be issued will be no more
    than 625 million

(e) Definitive terms of the Offering, including the number of
    shares to be issued, the subscription price and the size of
    the Offering are expected to be announced on November 26,
    2003

(f) Proceeds will be mainly dedicated to reduce indebtedness


KONINKLIJKE AHOLD: Annual General Meeting Set November 26
---------------------------------------------------------
Ahold's Executive Board has called an Annual General Meeting of Shareholders
for November 26, 2003 to seek required shareholders' approvals for
completion of the Offering and the offering of cumulative preferred
financing shares.

The Offering will comprise a public offering in The Netherlands and a
private placement to institutional investors elsewhere.  The Offering will
not be registered under the United States Securities Act of 1933.  Outside
of The Netherlands, the Offering will be subject to customary selling
restrictions.  The cumulative preferred financing shares will only be
offered and sold in The Netherlands.  The cumulative preferred financing
shares will not be registered under the United States Securities Act of 1933
and may not be offered or sold within the United States.

The launch and/or completion of the Offering is subject to fulfillment of
certain conditions, including:

(a) Passing of all resolutions by the Company's Supervisory
    Board, Executive Board and General Meeting of Shareholders
    for any required authorization necessary for the Offering to
    be completed;

(b) Publication of Ahold's third quarter 2003 financial
    statements and receipt of a customary comfort letter from
    Ahold's external auditor, which is in form and substance
    satisfactory to the Joint Global Coordinators;

(c) Publication by the Company of a prospectus approved by
    Euronext Amsterdam; and

(d) Certain other customary conditions, such as delivery of
    legal opinions.  The underwriting agreement also contains
    customary force majeure and material adverse change clauses.


KONINKLIJKE AHOLD: Obtains New Senior Credit Facilities
-------------------------------------------------------
Ahold has obtained a commitment from a syndicate of international banks to
fully underwrite a new credit facility.  This will be a three-year senior,
secured facility comprising three tranches:

(a) EUR300 million revolving credit facility for Albert Heijn
    B.V.;

(b) US$650 million revolving credit facility for The Stop & Shop
    Supermarket Company; and,

(c) US$800 million letter of credit facility for The Stop & Shop
    Supermarket Company.

The cash portion of the new credit facility will be for liquidity back-up
purposes and is not expected to be drawn when it becomes available.  The
conditions for the new facility include receipt of the gross proceeds from
the equity rights issue and the repayment of the existing credit facility.

The current amounts drawn under the existing credit facility (EUR600 million
and US$750 million) will be repaid from the proceeds of the Offering and the
portion utilized as Letters of Credit (US$353 million) will roll into the
new credit facility.

These terms of the new credit facility will be an improvement from those in
the existing credit facility:

(a) Tenor of three years;

(b) An initial margin of 2.75% with a ratchet based on ratings
    levels;

(c) Security limited to pledges over shares in The Stop & Shop
    Supermarket Company, Giant Brands Inc., and S&S Brands Inc.,
    intellectual property related to the name "Stop & Shop" and
    "Giant", inter-company receivables owed to The Stop & Shop
    Supermarket Company and pledges over shares in other
    operating entities forming "Giant Landover" (yet to be
    determined);

(d) Security to be released upon the Company maintaining senior
    unsecured investment grade ratings from Moody's and Standard
    and Poor's for six months; and

(e) No mandatory prepayments from capital markets transactions
    or disposals.

In addition to these terms, the facility will include restrictive covenants
typical for a sub-investment grade borrower including a restriction on
payment of dividends by the company, and limitations on capital expenditure
and the incurrence of new loan facilities by the borrowers.


KONINKLIJKE AHOLD: Refinancing Plan Impresses Standard & Poor's
------------------------------------------------------------
Standard & Poor's Ratings Services revised to positive from negative the
implications of its CreditWatch listing on Netherlands-based food retailer
and foodservice distributor Ahold Koninklijke N.V., following the group's
announcement of its refinancing plan.

All the long-term ratings on Ahold, including the 'BB-' long-term corporate
credit rating, remain on CreditWatch, where they were placed on Feb. 24,
2003, following the announcement of substantial accounting irregularities.
In addition, Standard & Poor's affirmed its short-term 'B' ratings on the
group.

"The CreditWatch revision reflects the potentially positive effect of the
refinancing announced, and in particular the group's EUR2.5 billion equity
issue," said Standard & Poor's credit analyst Hugues de la Presle.

"This refinancing plan should alleviate all of Ahold's near-term liquidity
concerns, while also significantly denting the group's significant debt
burden."

At the end of the first half of 2003, the group had net debt adjusted for
securitizations, operating leases, and postretirement liabilities on a
post-tax basis of about EUR17 billion.

Standard & Poor's will seek to meet shortly with Ahold's management to
resolve the CreditWatch status.  The upgrade potential is limited to one
notch at this stage, given the group's still substantial leverage and hefty
2005 debt maturities.


===========
P O L A N D
===========


AGORA SA: Posts Changes in Supervisory Board
--------------------------------------------
The Management Board of Agora S.A. with its seat in Warsaw hereby informs of
receipt on November 6, 2003 of the notification by Mr. Brian Cooper
concerning tendering his resignation from the post of the Supervisory Board
member.

Mr. Cooper is resigning as he is taking over of new responsibilities in Cox
Newspapers, Inc.

Along with Mr. Cooper's resignation Agora received a letter from Cox Poland
Investments, Inc. requesting that Mr. Sanford Schwartz be appointed to
Agora's Supervisory Board.  Mr. Schwartz is currently Vice President &
General Manager of Atlanta Journal-Constitution and, will become Executive
Vice President of Cox Newspapers, Inc. effective January 1, 2004.

According to the provisions of § 21 section 2 of Agora's Statutes, members
of the Supervisory Board are appointed by the General Meeting of
Shareholders.

However, on the basis of the stipulations of § 21 section 5 of the Statutes
should a Supervisory Board member's mandate expire due to his or her
resignation other Supervisory Board members may appoint a new member who
shall perform his/her functions until the General Meeting appoints a
Supervisory Board member, however not longer than until the end of the term
of its predecessor.

                              *****

Shares in media group Agora, publisher of Poland's best-selling daily Gazeta
Wyborcza, has fallen more than 27% since the beginning of September, as
investors fear a new daily to be launched by Axel Springer would cut into
Agora's ad revenues. Agora plans to defend itself by converting its free
paper, Metro, into a regular daily tabloid.  Analysts fear, however, the
strategy would erode this year's profit.


=====================
S W I T Z E R L A N D
=====================


CENTERPULSE AG: Moody's Drops Rating; Cites Debt Repayment
----------------------------------------------------------
Moody's Investors Service withdrew Centerpulse Ltd.'s senior implied rating
of Ba2, in conjunction with the withdrawal of the Ba2 rating for senior
secured bank facility of Centerpulse Orthopedics Inc., guaranteed by
Centerpulse.

The action follows the acquisition of the company by Zimmer Holdings, Inc.,
on October, and the subsequent repayment of the company's rated debt.

Centerpulse Ltd., based in Zurich, designs, manufactures and markets
artificial joints, spinal implants, dental implants and medical devices for
the orthopedic and dental markets.

Its long-term corporate credit ratings was rated 'BB' by Standard & Poor's
Ratings Services.  The rating was withdrawn previously for the same reasons.


===========================
U N I T E D   K I N G D O M
===========================


AES CORPORATION: Scottish, Southern Energy Seal Medway Purchase
---------------------------------------------------------------
Scottish and Southern Energy plc has completed the acquisition of the
balance of the equity interests in Medway Power Ltd. from AES and EDF Energy
for a total consideration of GBP89.8 million in cash plus assumed net debt
in Medway of GBP140.9 million.

Scottish and Southern Energy has also acquired AES Medway Operations, a
wholly owned subsidiary of AES, which operates and maintains the power
station, for a consideration of GBP11.7 million in cash and will have full
responsibility for the management and operation of Medway.  The total value
of the transaction is, therefore, GBP242.4 million.

Scottish and Southern Energy already owned 37.5% of the equity interests in
Medway and so has become the sole owner of the business, which comprises a
700MW combined cycle gas turbine power station on the Isle of Grain in Kent.

The acquisition means that the capacity of Scottish and Southern Energy's
wholly owned power stations and Scottish and Southern Energy's share of
power station joint ventures is now 5,500MW, which is around 8% of the U.K.
total.  Scottish and Southern Energy's portfolio comprises gas-fired and
renewable generation.  The acquisition is expected to be earnings enhancing,
pre and post goodwill, in the first year.

Visiting Medway, Ian Marchant, Chief Executive of Scottish and Southern
Energy, said: "I am very pleased to have completed this acquisition, which
enables us to add another modern, flexible and efficient power station to
our group of generation assets. I am also pleased to welcome the team at
Medway to Scottish and Southern Energy."

CONTACT:  SCOTTISH AND SOUTHERN ENERGY PLC
          Alan Young - Director of Corporate Communications
          Phone: +44 (0)870 900 0410
          Denis Kerby, Investor and Media Relations Manager
          Phone: +44 (0)870 900 0410


BAE SYSTEMS: Spanish Training School Sold via Management Buyout
---------------------------------------------------------------
BAE Systems has reached agreement to sell its shareholding in BAE Systems
Flight Training (Europe), a civil flying training school in Jerez, Spain, to
an in-house management team.

Ian King, managing director for the company's support business Customer
Solutions & Support, commented: "We believe the future growth opportunities
for BAE Systems Flight Training (Europe) are better satisfied outside of the
company under the direction of an independent management team."

BAE Systems Flight Training (Europe) has net assets of approximately EUR11
million, employs 95 people and delivers civil flying, ground and simulation
training.


BAKEBEST LIMITED: Joint Administrators Offer Businesses for Sale
----------------------------------------------------------------
The Joint Administrators, Edward Klempka, Steve Ellis and Ian Green, offer
for sale the business and assets of Bakebest Limited (In Administration),
which has two divisions and manufactures cakes and biscuit products for a
blue chip customer base.

Principal features of the businesses include:

Jesse Oldfield - Manchester

(a) Fully flexible manufacturing leasehold site at Old Trafford,
    Manchester

(b) Manufactures cakes for several major supermarkets

(c) 100 employees

(d) Turnover 9 months to September 2003 GBP5.1 million

(e) Established brand

Northumbria Fine Foods - Gateshead

(a) Leasehold site in Gateshead

(b) Manufactures biscuit and cereal bar products for several
    major supermarkets

(c) 170 employees

(d) Turnover 9 months to September 2003 GBP9.7 million

For further information please contact these persons from
PricewaterhouseCoopers:

Mark Jennings on 0113 289 4336 (Manchester site)
E-mail: mark.a.Jennings@uk.pwc.com

Michael Pearson on 0113 289 4535 (Gateshead site)
E-mail: michael.j.pearson@uk.pwc.com


CHARTER PLC: Company Profile
----------------------------
NAME: Charter Plc (old name: Charter Consolidating Plc)

PHONE: +44-20-7838-7000

FAX: +44-20-7259-5112

WEB SITE: http://www.charterplc.com

TYPE OF BUSINESS: The Company makes heavy-duty welding equipment and
supplies, cutting systems, and industrial fans for the transportation,
shipbuilding, and power industries.  Charter offers welding stations and
electrodes, wire, and flux.

SIC: Engineering Company

COMPANY LOCATION: 7 Hobart Place
                  London
                  SW1W 0HH, United Kingdom

EXECUTIVES: David Gawler, Chairman and Chief Executive Officer
            David Eilbeck, Finance Director

INVESTOR RELATIONS: Investor Relations Department
                    CHARTER PLC
                    52 Grosvenor Gardens
                    London
                    SW1W 0AU
                    Phone: +44 (0) 20 7881 7800
                    Fax: +44 (0) 20 7259 9338
                    E-mail: investorrelations@charterplc.com

NUMBER OF EMPLOYEES: 10,065 (as of 2002)

THE TROUBLE:  Charter Plc had in issue loan notes totaling US$206.3 million,
US$72.3 million of which will mature on March 10, 2004.  In addition, under
its GBP120 million- loan facility, the company needs to repay GBP20 million
on or before November 30, 2003, and a further GBP26.0 million on or before
March 10, 2004.

The Company is of the opinion that the Continuing Group does have sufficient
working capital for the period up to March 10, 2004 when the Continuing
Group is required to repay loan notes of US$72.3 million (GBP43.0 million)
and the Loan Facility is reduced by a further GBP26.0 million.

To See Latest Financial Statements:
http://bankrupt.com/misc/Charter_Plc_Interim_Results.htm

REGISTRARS:  Computershare Investor Services PLC
             PO Box 82
             The Pavilions
             Bridgwater Road
             Bristol
             BS99 7NH

             Shareholder enquiries
             Phone: 0870 702 0000
             Homepage: http://www.computershare.com

COMPANY BROKER:  ABN AMRO
                 250 Bishopsgate
                 London
                 EC2M 4AA
                 Phone: 020 7678 8000
                 Homepage: http://www.abnamro.com

FINANCIAL PR ADVISERS:  Brunswick
                        16 Lincoln's Inn Fields
                        London
                        WC2A 3ED
                        Contact: Andrew Fenwick/Pamela Small
                        Phone: 020 7404 5959

SOLICITORS:  Slaughter and May
             1 Bunhill Row
             London
             EC1Y 8YY
             Phone: 020 7600 1200

FINANCIAL ADVISERS:  Lazard Brothers & Co., Limited
                     21 Moorfields
                     London
                     EC2P 2HT
                     Phone: 020 7588 2721

AUDITORS:  PricewaterhouseCoopers
           1 Embankment Place
           London
           WC2N 6NN
           Phone: 020 7583 5000


CLANSMAN MONARCH: Falls into Liquidation; APA Travel Takes over
---------------------------------------------------------------
Edinburgh-based travel company, Clansman Monarch, was forced to liquidate
after being hit by the downturn in tourism following the outbreak of
foot-and-mouth disease in Scotland, The Scotsman reported Thursday.

The firm, which pioneered inclusive coach holidays of Scotland, left debts
of GBP890,000 and a total of 800 creditors.  It was taken over by
London-based APA Travel, a Spanish, Italian and German market specialist.

APA Director Alan Ramireza said: "The idea is to rename the firm Pan Scot's
Travel and we aim to capitalize on Scotland's booming market."

Clansman Monarch was bought by businessman Derek Mair in 1994 and was able
to expand it from four employees to 25 before it went downhill.


DATAFLEX HOLDINGS: Securities Delisted from London Bourse
---------------------------------------------------------
Following notification from the Financial Services Authority that it cancels
the securities* set out below from the Official List, the London Stock
Exchange cancels those securities from trading.  The following securities
are, therefore, cancelled from their official listing on the London Stock
Exchange with effect from the time and date of this notice.

The listing for the following securities have been cancelled from November
7, 2003 08:00 a.m. at the request of the company.

DATAFLEX HOLDINGS PLC
Ordinary Shares of 10p each  (0-101-806)(GB0001018067)
           fully paid

If you have any queries relating to the above, please contact Issuer
Implementation at the London Stock Exchange on 020 7797 3545.

* = The FSA cancels securities to the Official List, which are represented
by the class of security disclosed in this Notice.

In making the above statement, the Exchange is relying on the accuracy of
the notification from the FSA and is not under any circumstances liable for
the accuracy of that notification.


DUNLOP TEXTILES: Joint Administrative Receivers Sell Business
-------------------------------------------------------------
Dunlop Textiles Limited's (In Receivership) main activity is the manufacture
of vehicle tire cord.

Key features are:

(a) Annual turnover cGBP12 million

(b) Freehold factory and head office in Rochdale extending to
    150,000 square feet

(c) Feuhold (freehold) factory in Dunfermline extending to
    110,000 square feet

(d) Book value of plant and equipment GBP1.6 million

(e) Experienced workforce of 170

(f) Excellent order book

(g) Blue chip customer base

For further details please contact the Joint Administrative Receivers Les
Ross or Sean Croston, Grant Thornton, Heron House, Albert Square, Manchester
M60 8GT.  Phone: 0161 834 5414; Fax: 0161 832 6042; E-mail:
Les.Ross@GTUK.com


ENDEVA: Workers Insist on Demand for Severance Pay
--------------------------------------------------
Trade unions were last week planning to file a legal challenge to Endeva's
plan to cut jobs at the business services company, according to The
Guardian.

The company, currently in administrative receivership, lost a contract to
provide call center and distribution services to Argos.  It is now planning
to concentrate on working for troubled TV rental business BoxClever, its
largest customer and former owner.  To effect the restructuring, it will cut
600 jobs out of its 4,000 workforce in 40 locations around Britain.

Solicitors consulted by Amicus, the trade union for Endeva's employees, said
the union could hold a case against the company for not honoring redundancy
payments, according to a union spokeswoman.

Receiver Tony Lomas agrees the employees have a claim, but said there simply
was no fund to pay the staff.  He also denied reports saying Endeva will be
sold to logistics group Exel or retailer Comet.

PricewaterhouseCoopers is selling about 150 retail outlets within Endeva and
concentrate on selling goods through the Internet and over the phone.  The
are hopes that Alchemy Partners, the private equity firm, will back a
management buyout of Endeva and/or BoxClever, according to the report.


GOVETT INVESTMENT: Trust Fund Manager Resigns
---------------------------------------------
Govett Investment Management Limited, the Manager of Govett
Strategic Trust plc, announces that John MacLean, one of the fund managers
of Govett Strategic Trust plc, will be leaving the company on November 7,
2003.  Andrew McDonald, assisted by Craig Rippe, will continue to manage
Govett Strategic until the Company ceases to be responsible for its
management.  The Board of Govett Strategic expects to post a circular in
relation to the reconstruction of Govett Strategic in mid November 2003.

In the meantime the management contract for Govett Strategic Trust remains
with Govett Investment Management and is not affected by the announcement by
Allied Irish Banks, plc on November 4, of its intention to sell certain
management contracts to Gartmore Investment Management plc.

                              *****

Govett was purchased by Allied Irish Banks Investment Managers in 1995,
primarily as a Far East/emerging markets asset management specialist, and it
contributed satisfactorily to Group profits for several years.  Recently,
however, Allied Irish Banks said, "changed market conditions, notably the
Asian crisis of 1997/1998, fundamentally impaired the business and led to a
significant reduction in funds under management."

"Despite substantial restructuring and some significant investment
performance across Govett's range of products the business lacks the scale
required for a U.K. based asset management operation and it will not return
to profitability in the near future," it added.

CONTACT:  Noel McEvoy
          Phone: 020 7940 5701


IMCO PLASTICS: Receivers Fail to Find Buyer, to Liquidate Firm
--------------------------------------------------------------
David Crawshaw and Richard Hill, joint administrative receivers of IMCO
Plastics Ltd. have announced their decision to wind down the business.

As a result, there are likely to be redundancies from the 119 staff based in
Glastonbury.  Since their appointment three weeks ago, the joint
administrative receivers have continued to trade the business whilst trying
to achieve a sale of the business and assets as a going concern.  However,
despite discussions with several interested parties, an offer has not been
received reflecting the value of the business and assets of the company.
David Crawshaw, KPMG Corporate Recovery partner and joint administrative
receiver said: "It is always disappointing when we have to take the
difficult decision to close down an established manufacturing business.
However, we have an obligation to achieve the best realizations for all
creditors, including the employees.

"The level of offers received have been well below the piecemeal realization
value of the assets and we are now taking steps to implement a controlled
wind-down of operations in order to minimize the disruption to customers and
suppliers and maximize realizations.  All employees have been advised of
this decision and we will be keeping them informed of developments going
forward."

                              *****

David Crawshaw and Richard Hill were appointed joint administrative
receivers of IMCO Plastics Ltd on October 15, 2003.

CONTACT:  KPMG
          Rachael Halliday, PR manager
          Phone: 0117 905 4373
          Mobile: 07747 102909
          E-mail: rachael.halliday@kpmg.co.uk


NETWORK RAIL: Unions Rap Pension Scheme Closure to New Entrants
---------------------------------------------------------------
Rail unions are considering taking industrial actions to oppose Network
Rail's decision to bar new entrants to its final salary pension scheme,
according to The Telegraph.

The group is planning to close its Network Rail Railway Pension Scheme,
which has just over 15,000 members, to new staff from the end of March -- a
move a Network Rail spokesman said is needed to "cap" exposure.  The
spokesman also said continuing the Scheme "is simply not affordable" in the
long-term.

The decision would not have impact on the 18,500 maintenance workers Network
Rail is bringing back in-house next summer, the source said.  He also
mentioned that the seven maintenance companies involved had all closed their
own final salary schemes to new staff over the past three years.

Network Rail will be offering defined contribution scheme to new staff, but
it will "absolutely" honor pension arrangements of workers already in final
salary schemes, he said.

Bob Crow, head of the RMT Union, criticized the decision saying the move is
"not the way to go about" cutting costs at the company.  "We now face the
prospect of new entrants being offered hugely inferior pension arrangements
and members of the existing scheme facing increasing costs as their
final-salary scheme suffers a lingering death," he said.  He added he was
seeking "urgent meetings with the company and with ministers" which could
result to an industrial action.

Unions claimed they had been told by Network Rail that company pension
contributions had more than doubled to GBP42 million and were no longer
sustainable.


NORTHERN RETAIL: Administrators Take over Pending Deliveries
------------------------------------------------------------
The joint administrators of Northern Retail Limited and Shop Electric
Limited have issued this advice to customers:

"We are currently in the process of compiling the necessary information to
enable us to write to customers who have paid for products but not taken
delivery of these products.  Given the number of stores and customers
involved it will take a further ten working days before these customers will
receive a letter from the administrators.

"We sympathize with the frustration of the customers and are working as
quickly as possible to resolve all customer issues. With regard to warranty
and repair claims customers may have, we advise you to visit the company's
Web site at http://www.shopelectricgroup.comor call the help line on 0845
604 0516 for detailed information.  We are experiencing a very high level of
calls and ask customers to be patient."

                              *****

Richard Fleming and Julian Whale of KPMG Corporate Recovery were appointed
joint administrators to Shop Electric Group plc, the holding company, and
its two trading subsidiaries: Northern Retail Limited (trading as Northern
Electric), and B2C Support Services Ltd, on October 31, 2003.

Ray Jackson, Richard Fleming and Julian Whale of KPMG Corporate Recovery
were appointed joint administrators to Shop Electric Limited on October 31,
2003.

CONTACT:  KPMG Corporate Communications
          Judith Dow
          Phone: 0207 694 8584
          Mobile: 07786 197718
          E-mail: judith.dow@kpmg.co.uk


RANK GROUP: To Redeem Convertible Preference Shares December 9
--------------------------------------------------------------
On 5 September 2003, The Rank Group Plc announced its intention to redeem
all of the outstanding 8.25% convertible cumulative redeemable preference
shares of 20p each in the capital of the Company (the Convertible Preference
Shares) before the year-end.  The Company is pleased to announce that the
redemption of the Convertible Preference Shares, which will result in a
substantial reduction in the Company's cost of borrowing, will now take
place on December 9, 2003.

As part of this process it was first proposed to amend certain covenants in
all of the Company's borrowing arrangements, including the GBP125,000,000
71/4% guaranteed bonds due 2008 (the Bonds).  Having obtained approval from
all of the Company's other lenders, on September 30, 2003, the Company
served notice to the holders of Bonds that a meeting of bondholders would be
held for the purpose of considering the required amendments to the Trust
Deed constituting the Bonds.

The proposed amendments included changes to certain covenants that would
have aligned the terms of the Bonds with those of the Company's other
borrowings.  At an adjourned meeting, which was held Thursday, the proposed
amendments were not approved by the requisite majority of bondholders.

As a result, the Company announced that it will give notice to the holders
of the Bonds, in accordance with the existing terms of the Trust Deed, that
it will redeem all of the Bonds on December 8, 2003.  While the redemption
of the Bonds will require the payment of a premium, it will further reduce
the
Company's cost of borrowing and remove the last obstacle to redeeming the
Convertible Preference Shares.  Accordingly, the Company will this month
issue notices of redemption, in accordance with its Articles of Association,
to the holders of the Convertible Preference Shares, such that all of these
shares will be redeemed on December 9, 2003.

CONTACT:  THE RANK GROUP PLC
          Phone: 020 7706 1111
          Ian Dyson, Finance Director
          Peter Reynolds, Director of Investor Relations


RANK GROUP: Fitch Cuts Senior Unsecured Ratings to 'BB+'
--------------------------------------------------------
Fitch Ratings downgraded Rank Group Plc's Senior Unsecured and Short-term
ratings to 'BB+' and 'B' respectively, from 'BBB-' and 'F3'.  The Senior
Unsecured rating remains on Rating Watch Negative, where it was placed on
September 8, 2003, pending confirmation of the company's liquidity profile
relative to its 2004 obligations.

The downgrade follows the group's announcement that it will redeem its
subordinated convertible preference shares on December 9, 2003, thereby
increasing the level of unsecured debt.  Furthermore, the company has used
up liquidity after having to prepay its GBP125 million sterling bond due in
2008, because of the preference shares redemption.  This therefore calls
into question the group's liquidity for the Yankee (GBP124 million
equivalent) bond due in November 2004.

Fitch believes that Rank's profile is no longer commensurate with an
investment grade credit rating, given the imminent change in Rank's capital
structure and reduced liquidity, as the preference shares are paid-out by
unsecured debt, and the group's relatively weak business risk profile.  On a
pro forma basis, including preference shares outstanding within debt and the
preference dividend within interest, Rank's lease-adjusted net debt to
EBITDAR stood at 3.5x (2.8x before the preference shares redemption).
EBITDAR to interest plus rent stood at 3.0x (3.8x) at H103.

A recent meeting of the GBP125 million sterling bondholders did not approve
changes to certain covenants of the Trust Deed constituting the bonds, which
was required to redeem the preference shares.  Fitch believes that the issue
concerned the maximum 150% gearing covenant in the sterling bonds.  Using
figures from Rank's H103 annual accounts (and thus not reflecting the bond's
exact definitions), Fitch calculates that unadjusted gearing would go up to
141% from 69%.  The 2004 Yankee bond does not have such a covenant.

From a liquidity standpoint, USD538 million (GBP336 million) of proceeds
from the May 2003 U.S. private placement bond issue (maturities ranging from
4 to 12 years) are expected to be used to finance the prepayment of the
GBP125 million sterling bond and the subordinated preference shares (total
GBP352 million, excluding any undisclosed premium to prepay the bond).  In
October 2003, Rank sold Rank Machine Services and Rank Seasonal Amusements
for GBP30 million.

Looking ahead to the refinancing of the Yankee bonds (GBP124 million
equivalent) maturing in November 2004, Rank is expected to refinance its
credit facility maturing February 2004 soon.   Not all of the new facility
may constitute available headroom, given requirements to fund the group's
working capital and particularly the Deluxe customers advances.  These
advances increased by GBP54.2 million to GBP283.5 million in H103.  Rank has
indicated that the Deluxe contract advances will probably decline in H203,
however outstanding are likely to remain at a high level going forward due
to new film processing contracts or renewal of existing contracts.  The
advances to studios are key to Rank securing new volumes of film processing.

Rank operates Mecca Bingo (43% of operating profit in H103), Grosvenor
casinos (17%), Hard Rock Cafe (15%) and Deluxe and Media Services (29%).
Fitch believes that Mecca and Hard Rock are relatively mature businesses,
while Deluxe suffers from an adverse working capital cash cycle as film
studios require cash advances to film processors.  Fitch acknowledges that
Grosvenor should benefit from the U.K. gaming deregulation.


SILK INDUSTRIES: Court Gives Nod to Scheme of Arrangement
---------------------------------------------------------
The Company announces that, as a result of the Court sanctioning the Scheme
at a hearing on Thursday, the Scheme has on Friday become effective.

Listing of the Company's ordinary shares and trading on the London Stock
Exchange's market for listed securities was cancelled.

                              *****

A company statement detailing Tayvin's offer for Silk Industries in
September said:

On July 17, 2003 the Company announced that it was in preliminary talks on a
possible offer for the Company.  Following those discussions, John Jeremy,
the Independent Director of Silk Industries PLC and Tayvin 300 Limited, a
company controlled by David Tooth, are pleased to announce that agreement
has been reached on the terms of a recommended offer to acquire the entire
issued and to be issued share capital of the Company to be effected by way
of a Scheme of Arrangement.

The Company also announced on August 28, 2003 its preliminary results for
the year ended April 30, 2003.

Terms of the Offer

The Offer will be effected by way of a Scheme of Arrangement between Silk
and the Scheme Shareholders under section 425 of the Companies Act.

The Scheme involves, inter alia, the cancellation of Silk Shares and Silk
Shareholders will be entitled to receive:

for every 100 Silk Shares     GBP42 in cash (equivalent to 42p per share)

The Scheme includes a Loan Note Alternative whereby as an alternative to
receiving the Cash Consideration, Scheme Shareholders will be entitled to
elect to transfer some or all of their Scheme Shares to Tayvin in exchange
for the issue of Loan Notes by Tayvin and cash on this basis:

for every 100 Silk Shares     GBP20 in cash and GBP45 nominal value of Loan
Notes

To View Full Copy of Offer:
http://bankrupt.com/misc/Silk_Industries_Offer.htm


SHOP ELECTRIC: Electrical Retailing Stores Up for Sale
------------------------------------------------------
The joint administrators, RD Fleming and JR Whale offer for sale the
business and assets of Shop Electric Group PLC, Northern Retail Limited
trading as Northern Electric and B2C Support Services Limited a major chain
of electrical retailing stores in the North of England.

In addition the joint administrators, RD Fleming, JR Whale and JWR Jackson
offer for sale the business and assets of Shop Electric Limited in Northern
Ireland.

Principal features include:

(a) Established electrical retailing business originally
    operated through the regional energy utilities in Northern
    England and Northern Ireland.

(b) A total of 63 shops, 28 in the North of England and 35 in
    Northern Ireland.

(c) Prestigious leasehold sites located in major out of town and
    city center retail outlets.

(d) Freehold site in South Shields (1650 sq. ft.) partially let
    to blue chip retailer.

(e) Market leader in Northern Ireland.

(f) Annualized turnover c.GBP70 million per annum.

(g) Strong after sales service and administration of mature and
    ongoing warranty books.

(h) High yielding book of mature and ongoing consumer credit
    agreements with gross receivables of c.GBP2 million.

(i) Standalone "cookers for schools" business supplying white
    goods under operating leases.

For further information please contact Martin Kelly, KPMG Corporate
Recovery, 1 The Embankment, Neville Street, Leeds, LS1 4DW.  Phone: 0113 231
3000; Fax: 0113 231 3183; Homepage: http://www.kpmg.co.uk


T&N LIMITED: U.S. Court Welcomes Alternative Rehab Plans
--------------------------------------------------------
On October 1, 2001 (the Petition Date), Federal-Mogul Corporation and all of
its wholly owned United States subsidiaries filed voluntary petitions for
reorganization (the U.S. Restructuring) under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.

Also on October 1, 2001, certain of the Company's United Kingdom
subsidiaries filed voluntary petitions for reorganization under Chapter 11
of the Bankruptcy Code and petitions for Administration (the U.K.
Restructuring) under the United Kingdom Insolvency Act of 1986 in the High
Court of Justice, Chancery division in London, England.  The Company and its
U.S. and U.K. subsidiaries included in the U.S. Restructuring and U.K.
Restructuring are herein referred to as the "Debtors".  The U.S.
Restructuring and U.K. Restructuring are herein referred to as the
"Restructuring Proceedings".  The Chapter 11 cases of the Debtors have been
consolidated for purposes of joint administration as In re: Federal-Mogul
Global Inc., T&N Limited, et. al (Case No. 01-10578(SLR)).  The Chapter 11
Cases do not include any of the Company's non-U.S. subsidiaries outside of
the U.K. subsidiaries mentioned above.

The Restructuring Proceedings were initiated in response to a sharply
increasing number of asbestos-related claims and their related demand on the
Company's cash flows.  Under the Restructuring Proceedings, the Debtors
expect to develop and implement a plan for addressing the asbestos-related
claims against them.

Consequences of the Restructuring Proceedings

The U.S. Debtors are operating their businesses as debtors-in-possession
subject to the provisions of the Bankruptcy Code.  The U.K. Debtors are
continuing to manage their operations under the supervision of an
Administrator approved by the High Court.  All vendors will be paid for all
goods furnished and services provided after the Petition Date.  However, as
a consequence of the Restructuring Proceedings, pending litigation against
the Debtors as of the Petition Date is stayed (subject to certain exceptions
in the case of governmental authorities), and no party may take any action
to pursue or collect pre-petition claims except pursuant to an order of the
Bankruptcy Court or the High Court as applicable.  It is the Debtors'
intention to address all pending and future asbestos-related claims and all
other pre-petition claims through a unified plan of reorganization under the
Bankruptcy Code or scheme of arrangement under the Act.

In the U.S., four committees, representing asbestos claimants, asbestos
property damage claimants, unsecured creditors and equity security holders
(collectively, the Committees) have been appointed as official committees in
the Chapter 11 Cases and, in accordance with the provisions of the
Bankruptcy Code, have the right to be heard on all matters that come before
the Bankruptcy Court.  The Committees, together with the legal
representative for the future asbestos claimants, play important roles in
the Restructuring Proceedings.  In the U.K., the Administrator has appointed
a creditors committee, representing both asbestos claimants and general
unsecured creditors.

As provided by the Bankruptcy Code, the Debtors initially had the exclusive
right to propose a plan of reorganization within 120 days following the
Petition Date with the Bankruptcy Court.  Through subsequent court orders,
the Bankruptcy Court extended the exclusivity period through March 6, 2003,
on which date a plan of reorganization was filed.  The filing of the initial
plan of reorganization was followed by the April 21, 2003 filing of a
related plan disclosure statement, which detailed the initial reorganization
transaction and the U.K. scheme of arrangement.  With the filing of the plan
of reorganization, the Bankruptcy Court extended the exclusivity period
until August 11, 2003.  On July 30, 2003, the Bankruptcy Court further
extended this exclusivity period until October 13, 2003.

On August 27, 2003, the Company announced a proposed $350 million investment
in the Company by CitiGroup Venture Capital Equity Partners L.P. and its
affiliates and filed a motion with the Bankruptcy Court requesting an
exclusive 90-day negotiation period with CitiGroup Venture Capital in order
to pursue the potential transaction.  This motion was denied by the
Bankruptcy Court on August 29, 2003.

On October 1, 2003, the Bankruptcy Court issued an order ending the
Company's exclusivity period.  The effect of ending this exclusivity period
is to permit the Committees, or other parties-in-interest, to file
alternative plans of reorganization.  Subsequently, the Company reached a
consensual agreement with the Unsecured Creditors Committee, the Asbestos
Claimants Committee, the Future Asbestos Claimants Representative, the Agent
for the Prepretion Bank Lenders and the Equity Committee (collectively
referred to as the Co-Proponents) on an amended plan of reorganization that
is consistent with the principal terms of the plan filed on March 6, 2003.
The next steps for the Co-Proponents will be completion of the documentation
of the amended plan of reorganization and related disclosure statement and
the joint filing of those documents with the Bankruptcy Court.  The
Bankruptcy Court has scheduled a hearing to approve the disclosure statement
prior to year-end.

Although technical issues remain to be resolved, the amended plan of
reorganization will provide that the noteholders and asbestos claimants,
present and future, will convert all of their claims into equity of the
reorganized Company.  Specifically, 49.9% of newly authorized and issued
stock will be distributed to the noteholders, and 50.1% of newly authorized
and issued stock will be distributed to a trust or series of trusts
established pursuant to Section 524(g) of the Bankruptcy Code for the
benefit of existing and future asbestos claimants. United States trade
creditors are expected to receive yet to be determined distributions under
the consensual plan.  Additionally, the amended plan of reorganization will
provide for the cancellation of pre-petition equity interests in exchange
for warrants in the reorganized Company.

There are two possible types of U.K. schemes of arrangements.  The first is
under Section 425 of the Companies Act of 1985, which may involve a scheme
for the reconstruction of the Company.  If a majority in number representing
three-fourths in value of the creditors or members or any class of them
agree to the compromise or arrangement, it is binding if sanctioned by the
High Court.  Section 425 may be invoked where there is an Administration
order in force in relation to the Company.  The other possible type of
scheme arises under Section 1 of the Insolvency Act of 1986 in relation to
Company Voluntary Arrangements.  If a majority in value representing more
than three-fourths of the creditors agrees to the compromise or arrangement
set out in the Company Voluntary Arrangements proposal, it will be approved.

The Company is unable to predict with a high degree of certainty at this
time what treatment will be accorded under any such plan of reorganization
to intercompany indebtedness, licenses, executory contracts, transfers of
goods and services, and other intercompany arrangements, transactions and
relationships that were entered into prior to the Petition Date.  Various
parties in the Chapter 11 Cases may challenge these arrangements,
transactions, and relationships, and the outcome of those challenges, if
any, may have an impact on the treatment of various claims under such plan
of reorganization.

The Bankruptcy Court may confirm a plan of reorganization only upon making
certain findings required by the Bankruptcy Code, and a plan may be
confirmed over the dissent of non-accepting creditors and equity security
holders if certain requirements of the Bankruptcy Code are met.  The payment
rights and other entitlements of pre-petition creditors and equity security
holders may be substantially altered by any plan of reorganization confirmed
in the Chapter 11 Cases.  There is no assurance that there will be
sufficient assets to satisfy the Debtors' pre-petition liabilities in whole
or in part, and the pre-petition creditors of some Debtors may be treated
differently than those of other Debtors.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                Shareholders  Total    Working
                                   Equity     Assets   Capital
                        Ticker     (US$MM)    (US$MM)   (US$MM)
                        ------   -----------  ------   --------
AUSTRIA
-------
Libro AG                            (111)         174     (182)

BELGIUM
-------
Real Software             REAL       (35)         244       (1)

CZECH REPUBLIC
--------------
Ceskomoravska Kolben &
   Danek Praha Holding               (89)         192    (2,186)

DENMARK
-------
Elite Shipping                       (28)         101        19

FRANCE
------
Banque Nationale
   de Paris Guyane                   (41)         352       N.A.
BSN Glasspack                       (101)       1,151       179
Bull SA                   BULP      (760)         893      (130)
Compagnie
   des Machines Bull                (116)         136       (20)
Compagnie Francaise de
   l'Afrique Occidentale             (65)         256        21
Cofidur SA                            (5)         102        19
Dollfus-Mieg & Co.        DOLP        (0)         187        28
European Computer System            (110)         682       377
Grande Paroisse SA                  (927)         629       330
Pneumatiques Kleber SA               (34)         480       139
SDR Picardie                        (135)         413       N.A.
Soderag                               (3)         404       N.A.
Sofal SA                            (305)       6,619       N.A.
Spie-Batignolles                     (16)       5,281        75
St Fiacre (FIN)                       (1)         111       (33)
Trouvay Cauvin            TRCN        (0)         134        10
Usines Chauson                       (23)         249        35

GERMANY
-------
Dortmunder
   Actien-Brauerei        DABG       (13)         118       (29)
F.A. Guenther & Sohn AG   GUSG        (8)         111       N.A.
Kaufring AG               KAUG       (19)         151       (51)
Nordsee AG                            (8)         195       (31)
Schaltbau AG              SLTG       (16)         163        20
Vereinigter
   Baubeschlag-Handel
   Holding AG             VBHG       (24)         307       (63)

ITALY
-----
Binda SpA                 BND        (11)         129       (20)
CIRIO FINANZIARI          CBDI      (422)       1,583      (396) Credito
Fondiario
   e Industriale SpA      CRF       (200)       4,218       N.A.
Lazio SpA                            (57)         495      (330)

NETHERLANDS
-----------
Baan Company N.V.         BAAN        (8)         610        46

NORWAY
------
Pan Fish ASA              PAN       (117)         806      (259)
Petroleum-Geo Services    PGO        (32)       2,963    (5,250)

POLAND
------
Animex SA                             (1)         108       (86)
Exbud Skanska SA          EXBUF       (9)         315      (330)
Stalexport SA                        (57)         229       (51)

SPAIN
-----
Altos Hornos de Vizcaya SA          (116)       1,283      (278)
Santana Motor SA                     (46)         223        41
Sniace SA                            (11)         128       (24)
Tableros de Fibras SA     TFI        (43)       2,107       125

SWITZERLAND
-----------
Kaba Holding AG           KABZN      (47)         572       278

UNITED KINGDOM
--------------
Abbot Mead Vickers                    (2)         168       (16)
Alldays Plc               ALD       (120)         252      (202)
Amey Plc                  AMY        (49)         932       (47)
Bonded Coach
   Holiday Group Plc                  (6)         188       (44)
Blenheim Group                      (153)         198       (34)
Booker Plc                BKRUY      (60)       1,298        (8)
Bradstock Group           BDK         (2)         269         5
Brent Walker Group                (1,774)         867    (1,157)
British Energy            BGY     (5,342)       3,438       229
British Nuclear Fuels Plc         (2,627)      36,359     1,948
British Sky Broadcasting  BSY       (175)       3,347      (144)
Compass Group             CPG       (668)       2,972      (298)
Costain Group             COST       (34)         329       (12)
Dawson Holdings           DWSN       (32)         135       (25)
Easynet Group Plc         ESY        (12)         332        53
Electrical and Music      EMI
   Industries Group                 (885)       3,053      (435)
Euromoney Institutional   ERM       (119)         173        20
Gallaher Group            GLH       (543)       5,527        68
Gartland Whalley                     (11)         145        (8)
Global Green Tech Group             (156)         408       (18)
Heath Lambert
   Fenchurch Group PLC               (10)       4,109       (10)
HMV Group PLC             HMV       (211)         762       (66)
Imperial Tobacco Group    ITY       (117)      10,083      (190)
Intertek Testing Services ITRK      (134)         425        67
IPC Media Ltd.                      (685)         254        16
Lambert Fenchurch Group               (1)       1,827         3
Lattice Group                     (1,290)      12,410    (1,228)
Misys PLC                 MSY       (161)         949        41
Orange PLC                ORNGF     (594)       2,902         7
Regus PLC                 RGU        (46)         367       (60)
Rentokil Initial Plc      RTO     (1,130)       2,809       (37)
Saatchi & Saatchi         SSI       (119)         705       (41)  Seton
Healthcare                     (11)         157         0
Yell Group PLC                      (196)       3,964       289


                            *********


Each Tuesday edition of the TCR-Europe contains a list of companies with
insolvent balance sheets based on the latest publicly available balance
sheet available to our editors at the time of publication.  At first glance,
this list may look like the definitive compilation of stocks that are ideal
to sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true value of a
firm's assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which equity
securities trade in public market are determined by more than a balance
sheet solvency test.


                            *********


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., Fairless Hills, Pennsylvania, USA, and
Beard Group, Inc., Frederick, Maryland 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.


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