/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/040520.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 Thursday, May 20, 2004, Vol. 5, No. 99 Headlines C Z E C H R E P U B L I C CZECH AIRLINES: Offered Flights to Scotland, Report Says F R A N C E CMA CGM: Corporate Credit Rating Raised on Improved Performance SCOR GROUP: B&W Deloitte Reviews Accounting of Life Subsidiary SCOR GROUP: Reports Net Income of EUR31.8 Mln in 1Q04 SUEZ GROUP: Commission Clears UPC-Noos Merger VIVENDI UNIVERSAL: Managers Face Insider Trading Lawsuit G E R M A N Y COMMERZBANK AG: Financial Strength Rating Raised to C+ HEIDELBERG DRUCKMASCHINEN: Very Pleased with Progress of Drupa H U N G A R Y PANNONPLAST RT: Restructuring Widens Net Loss in First Quarter I R E L A N D ELAN CORPORATION: Completes Sale of Frova to Vernalis ELAN CORPORATION: To Submit Antegren for Approval in Europe N E T H E R L A N D S GETRONICS N.V.: Senior ICT Executive to Lead Belgian Operations PETROPLUS N.V.: In Selloff Negotiations with RIVR Acquisition PETROPLUS N.V.: Reports Net Loss After Non-recurring Items N O R W A Y AKER KVAERNER: 1Q04 Report Shows Performance on Track R U S S I A DIMITROVGRADSKY MACHINE: Insolvent Status Confirmed ENGELS SPECIAL: Saratov Court Appoints Insolvency Manager KALININ MINE: Court Sets August 12 Hearing KURGANSKY ZAVOD: Declared Insolvent METROMEDIA INTERNATIONAL: Delays First Quarter Form 10-Q Filing MINERAL FERTILIZERS: Insolvent Status Confirmed NIZHNEKAMSK BUILDING: Under Bankruptcy Supervision Procedure NOVOSPASSKY INTERECONOMIC: Declared Insolvent PROGRESS: Declared Bankrupt ROAD MACHINES: Sverdlovsky Appoints Insolvency Manager SODBIZNESBANK: Clients at Loss for Deposits After Administration SODBIZNESBANK: Ultimate Fate Yet Uncertain VOLGA-OIL: Deadline for Proofs of Claim July 13 S W E D E N SKANDIA INSUARANCE: Expects Positive Effects from Stock Market S W I T Z E R L A N D ABB LTD.: Shareholders Reelect Board of Directors SWISS INTERNATIONAL: Raises Fares 3% to Account Oil Price Hike U N I T E D K I N G D O M ANITE MEDIA: Winding up Resolutions Passed AVECIA GROUP: Rating Affirmed at 'B-', Off CreditWatch BALTIMORE TECHNOLOGIES: Acquisitor Seeks to Wipe Out Board Anew BRADFORD CITY: Liquidation Looms Ahead BRAINTREE FOUNDRIES: General Meetings Set June 18 CALT LIMITED: Names Stoy Hayward Liquidator CARRS PAPER: Hires Robson Rhodes Administrator CORPORATION ARMS: Members General Meeting Set June 14 DAWSON INTERNATIONAL: Obtains US$5 Million Facility for U.S. Biz DUDLEY TRAINING: Final Meeting Set June 25 FEDERAL-MOGUL: Modifies Plan Classification, Treatment Of Claims HDV LIMITED: Names Liquidator from Stoy Hayward MARCONI CORPORATION: Poised to Deliver Forecast for 2005 MID WALES: Buyers Sought for Yarn Maker NEW ENGLAND: In Administrative Receivership NEWSCOPE MANAGEMENT: Bibby Factors Names HJS Recovery Receiver REGUS GROUP: On Track to Report Profit ROYAL & SUNALLIANCE: Bond Ratings Remain After Terms Change ROYAL & SUNALLIANCE: Calls for Bond Holders Meeting on June 9 SEVEN SEAS: Unsecured Creditors Meeting Set June 22 STINNES SHAREHOLDINGS: Calls in Liquidator STUART ACOUSTICS: Appoints Receiver from HJS Recovery WELCOME BREAK: Fitch Downgrades Notes on Expected Payments Delay WEST 175: Places New 17.8 Million Shares with Numis WM SMITH: Cinven Contemplates on Making Offer with Chief YELL GROUP: Pre-tax Earnings Up 11.5% to GBP360 Million * Recovery Ratings Assigned to Existing Secured Loans in Europe ********* =========================== C Z E C H R E P U B L I C =========================== CZECH AIRLINES: Offered Flights to Scotland, Report Says -------------------------------------------------------- Deputy First Minister Jim Wallace held talks with Czech Airlines Vice President Jiri Pos over a proposal to open direct flights to Prague from Glasgow, according to the Evening Times. The Minister is expected to offer subsidies to the Czech carrier under the plan, the report said. He earlier supported a similar arrangement under his GBP6.8 million route development fund: the flights to Dubai by Emirates. It is believed to be the biggest of the 20 supported flights. Mr. Wallace wants to connect Scotland with the rest of Eastern Europe through Prague. Czech Airlines itself is projecting passenger traffic to rise to 4.4 million this year, a previous TCR-Europe report said. The carrier expects to cover CZK1.2 billion in accumulated past losses from profits in the coming two years. =========== F R A N C E =========== CMA CGM: Corporate Credit Rating Raised on Improved Performance --------------------------------------------------------------- Standard & Poor's Ratings Services on Tuesday raised its long- term corporate credit rating on France-based container shipping company CMA CGM S.A. to 'BB+' from 'BB'. At the same time, Standard & Poor's affirmed its 'BB-' senior unsecured debt rating on CMA CGM's EUR100 million notes due 2013, and removed them from CreditWatch, where they had been placed on October 22, 2003. The Outlook is stable. "The upgrade reflects the continued improvement in CMA CGM's financial profile, especially in cash flow-related coverage measures, as well as the group's stable operating performance, which is expected to continue in the medium term," said Standard & Poor's credit analyst Andreas Kindahl. "It also reflects CMA CGM's good market positions in key growing trades, which should allow for continued profitable growth." The 'BB-' senior unsecured debt rating is two notches below the group's corporate credit rating. This is because the ratio of priority liabilities to total assets is expected to remain above 30%, which is Standard & Poor's threshold for a two-notch differential for non-investment grade companies. The group's total debt (on balance sheet) amounted to about EUR1 billion as of December 31, 2003. CONTACT: STANDARD AND POOR'S RATING SERVICES Analyst E-Mail Addresses andreas_kindahl@standardandpoors.com leigh_bailey@standardandpoors.com bob_ukiah@standardandpoors.com CorporateFinanceEurope@standardandpoors.com SCOR GROUP: B&W Deloitte Reviews Accounting of Life Subsidiary -------------------------------------------------------------- SCOR VIE has engaged the services of B&W Deloitte to review its calculation of the Embedded Value as of December 31, 2003, together with an analysis of movement since the December 31st 2002, being the "value added" over the year. SCOR VIE is the Life Reinsurance subsidiary of SCOR Group. It has been established with retroactive effect as of June 30th, 2003, by the transfer and the acquisition of the life reinsurance portfolios of the former Life & Accident Division of SCOR Group. The Embedded Value represents the economic value of the portfolio of treaties in force at the valuation date and is an indicator commonly used by life insurers and reinsurers. The methodology used by SCOR VIE corresponds to common practice and is set out in the section entitled Methodology. The movement in Embedded Value between December 31st 2002 and December 31, 2003 has been analyzed into the following three components: (a) Operating profit of the entity; (b) Change in value due to changes in the economic environment; (c) Exchange rate movements. As of December 31, 2002, the life reinsurance activity was carried on within a division of the SCOR Group, and the net asset value was calculated on the basis of the minimum solvency margin necessary to carry out the activity. As of December 31, 2003, the adjusted net asset value was calculated on the basis of the statutory capital of SCOR VIE, after adjustments. These adjustments are described in the section entitled Methodology. A full copy of the press release is available at: http://bankrupt.com/misc/ScorVie.pdf CONTACT: SCOR GROUP Jim Root Director - Investor Relations Phone: +33 (0) 1 46 98 73 63 Delphine Deleval Deputy Director - Press Relations Phone: +33 (0) 1 46 98 71 64 Stephane Le May Analyst Relations Phone: +33 (0) 1 46 98 70 61 SCOR GROUP: Reports Net Income of EUR31.8 Mln in 1Q04 ----------------------------------------------------- The May 18, 2004 Board of Directors meeting chaired by Denis Kessler approved the financial statements for the first quarter of 2004. (a) First quarter 2004 results reflected steady improvement in the technical quality of the Group's underwriting Operating income which amounted to EUR29.4 million in the first quarter 2004, compared with EUR60.9 million in the first quarter of 2003. Income before tax and goodwill amortization amounted to EUR46.7 million in the first quarter of 2004, versus EUR67.7 million in the first quarter of 2003. Consolidated net income in the first quarter of 2004 came to EUR31.8 million -- i.e. earnings per share of EUR0.04 -- compared with EUR31.4 million in the first quarter of 2003. Operating cash flow amounted to EUR98 million in the first quarter of 2004, up from EUR70 million in the first quarter of 2003. Technical reserves rose by EUR251 million in the first quarter of 2004, or 2.6%, to EUR10,017 million between December 31, 2003 and March 31, 2004. At constant exchange rates, the increase was 1.8%. The group share of adjusted shareholders' equity totaled EUR1,536 million as of March 31, 2004, up from EUR704 million on December 31, 2003 and from EUR1,425 million on January 7, 2004 after the capital increase. (b) Business in the first quarter of 2004 reflected a strategy of selective underwriting SCOR has reported since January 1, 2004 along the following business lines: Non-Life reinsurance (Property and Casualty, Large Corporate Accounts and Credit and Surety), Life & Accident reinsurance (individual life and group life, health and long-term care, finance, accidents, disability, unemployment) and Alternative Risk Transfer (Commercial Risk Partners). These segments match the Group's operating organization. Gross premiums written in the first quarter of 2004 totaled EUR716 million, down 43% from EUR1,262 million on March 31, 2003. At constant exchange rates, gross premium income contracted by 41%. The decrease was largely due to the expected cutback in premiums issued by the Large Corporate Accounts branch in the first quarter of 2004 and to the non-renewal of a major Life reinsurance policy booked in the first quarter of 2003. The Non-Life Reinsurance business generated gross premium income of EUR388 million in the first quarter of 2004, down 48% (47% at constant exchange rates) relative to the first quarter of 2003. The underwriting result (operating income before overhead expenses and investment income) came to EUR31.9 million for the first quarter 2004, in line with the result recorded in the first quarter of 2003 (EUR32.4 million). The net combined ratio showed a significant improvement at 98.8% for the first quarter 2004, compared with 121.3% for 2003 and 100.1% in the first quarter of 2003. Operating income stood at EUR25.3 million for the first quarter 2004, compared with EUR72.3 million in the first quarter of 2003. This operating income benefited from good technical income and reduced overhead expenses, but was negatively affected by reduced investment income (lower currency gains and lower proceeds from capital gains compared with the first quarter of 2003). The Life Reinsurance business posted gross premium income of EUR328 million for the first quarter 2004, down 36% (33% at constant exchange rates) from the first quarter of 2003. Excluding an exceptional policy of EUR167 million subscribed in the first quarter of 2003, the decrease in gross premium income would have been only 4.6% at current exchange rates (or -0.6% at constant exchange rates). Operating income amounted to EUR9.7 million for the first quarter 2004, versus EUR9.5 million in the first quarter of 2003. The Alternative Risk Transfer business (Commercial Risk Partners ceased underwriting in January 2003) turned in an operating loss of EUR6 million, compared with a loss of EUR21 million in the first quarter of 2003. This loss was mainly due to lower investment income, exceptional overhead expenses and adjustments prior to commutations. Group overhead expenses came to EUR44.3 million, down 10% from the first quarter of 2003, in line with the overall objective of lowering overhead expenses for the year. Excluding rent payments on the headquarters building, which was sold in December 2003, operating expenses contracted by 16%. As of March 31, 2004, the Group employed 1,147 people, versus 1,270 people on March 31, 2003. Key consolidated figures March 31, March 31, % change December In EURmillion 2003 2004 31, 2003 (at current exchange rates) Gross premiums written 1,262 716 -43% 3,691 Net earned premiums 1,220 707 -42% 3,697 Consolidated net income 31 32 +3% (314) Net technical reserves 10,530 10,017 -5% 9,766 Investments (marked to market) 9,568 10,009 +5% 8,778 Consolidated shareholders' equity 1,053 1,377 +31% 1,340* Adjusted shareholders' equity 1,250 1,536 +23% 1,425* * after the capital increase of January 7, 2004 In EUR Earnings per share** 0.23 0.04 - (2.31) Earnings per share, fully diluted** 0.23 0.04 - (2.31) ** based on 136 million shares in March and December 2003 and 819 million shares in March 2004 Investment income amounted to EUR88.9 million in the first quarter of 2004, versus EUR169.4 million in the first quarter of 2003. Income from ordinary investment activities came to EUR68.7 million in the first quarter of 2004, compared with EUR82.0 million in the first quarter of 2003. Proceeds from capital gains came to EUR14.1 million, down from EUR40.3 million in the first quarter of 2003, while net currency gains amounted to EUR6.1 million, versus EUR47.2 million in the first quarter of 2003. Investments (marked to market) amounted to EUR10,009 million on March 31, 2004, up 14% (or 12% at constant exchange rates) from December 31, 2003. They consist of bonds (58%), cash equivalents (23%), cash deposits (11%), equities and equity interests (5%) and real estate investments (3%). Unrealized capital gains are reflected in these investments and amounted to EUR230 million on March 31, 2004, versus EUR125 million on December 31, 2003. As of March 31, 2004, these unrealized capital gains were recorded in the equity and equity interests portfolio for EUR15 million, the bond portfolio for EUR170 million and real estate investments for EUR45 million. (c) Embedded value and analysis of Life reinsurance changes on December 31, 2003* SCOR VIE commissioned B&W Deloitte to certify the embedded value as of December 31, 2003 and to analyze the value creation of its treaties portfolio. Embedded value before tax of the Life reinsurance business rose from EUR750.3 million on December 31, 2002 to EUR827.6 million as of December 31, 2003. Embedded value after tax improved from EUR578.3 million at end-2002 to EUR602.5 million at end-2003. (d) Renewals on April 1, 2004 in Korea and Japan At constant exchange rates and constant reinsurance structure, the expected Non-Life premiums in Korea correspond to a very slight decrease of 2% in premiums. SCOR has maintained solid commercial relationships with the main Korean cedents. Catastrophe premium rates in Korea have been significantly adjusted upward: from 25% to 75% depending on the treaties. The share of non-proportional treaties in the portfolio of SCOR in Korea increased from 12% to 23%. At constant exchange rates and after adjusting for the impact of the changes made by ceding companies in the structure of their treaties, premiums expected in Japan were about 15% lower than last year, in an environment where premium rates are on a decreasing trend. The main Japanese clients showed their loyalty to the Group by maintaining SCOR's share in their treaties. In all, SCOR maintained its essential commercial positions in the two major markets of Japan and Korea. At the end of the Board meeting, Denis Kessler, the Chairman and Chief Executive Officer, stated: "Since the implementation of the Back on Track plan, SCOR has made profitability an essential condition for underwriting new policies and has chosen to withdraw from markets and activities considered unprofitable. This redeployment towards SCOR's core business and markets where the Group has an acknowledged expertise is reflected in declining gross premium income, aggravated by the Group's current rating. The SCOR Group which has been rereserved, recapitalized, resized and repositioned now has the resources needed to restore profitability and solvency. The results recorded in the first quarter of 2004 confirm the turnaround that began in the fourth quarter of 2003." *** 2004 timetable: 2004 Half-Year Results August 26, 2004 2004 3rd Quarter Results November 4, 2004 (*): please refer to press release nø10-2004 CONTACT: SCOR GROUP Immeuble SCOR 1, avenue du General-de-Gaulle 92074 Paris La Defense Cedex France Phone: +33 (0) 1 46 98 70 00 Fax: +33 (0) 1 47 67 04 09 E-mail: scor@scor.com Web site: http://www.scor.com Jim Root Director - Investor Relations Phone: +33 (0) 1 46 98 73 63 Delphine Deleval Deputy Director - Press Relations Phone: +33 (0) 1 46 98 71 64 Stephane Le May Analyst Relations Phone: +33 (0) 1 46 98 70 61 SUEZ GROUP: Commission Clears UPC-Noos Merger --------------------------------------------- The European Commission cleared the proposed acquisition of French cable operator Noos by UPC, itself a cable company ultimately owned by Liberty Media. The operation raises no competition concerns. On 4 April 2004, the Commission received a notification whereby UPC will buy Noos from the French group Suez. UPC and Noos are two cable operators active in France in a number of markets, notably pay television, acquisition of television content, Internet, telephone and telecommunications infrastructures. France Telecom Cable and NC NumEricable, (part of the Vivendi Group) are the other two operators in the French cable market, which is largely underdeveloped, and competes with other technologies, like satellite, terrestrial and ADSL transmission modes, for the provision of television, Internet and telephony. Although the operation will give UPC the number one spot in the French cable pay-TV market, it will command a modest share of the overall pay-TV market, compared with Canal+, the country's leading pay-TV company, and even TPS, the other main satellite pay-TV operator in France. As regards to Internet and telephone services, France Telecom will also remain the uncontested market leader. On a more narrow definition of the market, that of cable pay-TV, the Commission found that UPC would face sufficient competition from NC Numericable and France Telecom Cable not only because of their noticeable presence in the cable pay-TV market, but also because of their strong presence in neighboring markets like TV content providing, satellite and ADSL pay-TV, Internet and telephony. The Commission found that there was also no risk that TV channels broadcasters would be excluded from cable TV and that the combination of UPC and Noos may, on the contrary, offer opportunities for cable TV penetration to expand in France. Background UPC is part of UnitedGlobalCom (UGC), a leading international broadband communications provider of video, voice and Internet services, with operations in 14 countries. UGC is itself controlled by Liberty Media, an international media, entertainment, technology and communications company. Noos is presently owned by Suez, which is progressively divesting its media assets in France. The transaction takes place at a time when French telecommunication and media regulation is being revised and made easier for cable operators, which so far had to obtain individual licenses from local municipalities and could not serve areas of more than eight million inhabitants. CONTACT: SUEZ GROUP Press France: Anne Liontas Phone: +331 4006 6654 Antoine Lenoir Phone: +331 4006 6650 Catherine Guillon Phone: +331 4006 6715 Belgium: Guy Dellicour: +322 507 02 77 Web site: http://www.suez.com Financial Analysts Amaud Erbin Phone: +331 4006 6489 Eleonore de Larboust Phone: +331 4006 1753 Bertran Haas Phone: +331 4006 6609 VIVENDI UNIVERSAL: Managers Face Insider Trading Lawsuit -------------------------------------------------------- The Financial Times reports that French small shareholders association APPAC has filed a civil legal action against Vivendi Universal for alleged insider trading. The suit follows the discovery that senior managers at the media giant, including its chief executive, Mr. Rene Fourtou, participated in the company's EUR1 billion high-yield November 2002 refinancing issue. The transaction, which is legal, would have passed on unnoticed had it been smaller and openly disclosed. But the report said the subscription amounted to EUR115 million (US$137 million) retail tranche. Mr. Fourtou spent EUR20 million through a family trust to secure 17% of the retail tranche. French regulators, which are currently investigating the bond issue, are due to finish the probe next month. Mr. Fourtou, who was interrogated in relation to the inquiry in April, said over the weekend he believes he is already out of the affair. Ironically, Mr. Fourtou was brought into the media group to straighten out the affairs of the business following a corporate governance scandal under his predecessor. ============= G E R M A N Y ============= COMMERZBANK AG: Financial Strength Rating Raised to C+ ------------------------------------------------------ Moody's Investors Service upgraded to C+ from C the financial strength rating of Commerzbank AG to reflect improvements in the bank's financial fundamentals for the last 12 months. Commerzbank was able to reduce cost, and restrict risks. In addition, its performance in the first quarter shows "noticeable improvement of operating income, both in retail banking and asset management," according to Moody's. Operating income of the retail division increased substantially to EUR526 million from EUR463 million mainly because of more stable fee and commission income sources. Moody's expects additional improvements, but warned of continued challenges in further improving core profitability. The latter is reflected in the stable outlook. Commerzbank's long-term A2 and the short-term P-1 ratings remain unchanged. The Outlook for all ratings is stable. HEIDELBERG DRUCKMASCHINEN: Very Pleased with Progress of Drupa -------------------------------------------------------------- A day before the end of the Print Media Industry's most important trade show, Drupa, Heidelberger Druckmaschinen AG's CEO, Bernhard Schreier, appeared very pleased with the progress made. "At this year's Drupa, we will record orders amounting to over EUR800 million, comfortably ahead of our expectations", said Schreier. "This forms a strong base to reach an order intake of more than EUR1 billion in the first quarter of fiscal year 2004/2005". The positive spirit in discussions during the trade show fueled his confidence in an improving industry outlook for the next months. After three weak years, he expects the Print Media Industry to rebound noticeably. As world leader in its industry and largest single exhibitor, Heidelberg presented itself, on 7,800 square meters in two halls, to more than 370,000 international visitors. Out of these visitors, over 40,000 customers and interested persons witnessed 350 presentations in 5 Heidelberg solution demo centers and the Heidelberg-Forum. "Our focused customer approach and over 50 innovations shown triggered our success at Drupa 2004. The new Heidelberg appeared tangible to our visitors through the applications shown", so said Schreier. Heidelberg's concentration on business solutions along the entire sheetfed offset value chain, the company's core business, from prepress to finishing to workflow issues, was welcomed by customers. Roughly 90% of the orders placed were for sheetfed offset and finishing products. As expected, most of the orders came from Europe, but American and Asian customers invested as well. For further information about Heidelberg, please visit http://www.heidelberg.com. CONTACT: HEIDELBERGER DRUCKMASCHINEN AG Corporate Communications: Thomas Fichtl Phone: +49 173 318 6947 (in Dusseldorf) E-mail: thomas.fichtl@heidelberg.com ============= H U N G A R Y ============= PANNONPLAST RT: Restructuring Widens Net Loss in First Quarter -------------------------------------------------------------- In a statement to the Budapest Stock Exchange, Pannonplast Rt reported a net loss for the first quarter of HUF405 million (EUR1.6 million), up from HUF350 million in the same period a year earlier. The widened loss was blamed to one-off costs related to job cuts, and plunging sales at its molding tools unit. One-off charges totaled HUF140 million. Overall, sales rose 4.9% to HUF6.1 billion. The plastics maker is cutting jobs and selling non-core units to reverse two consecutive annual losses this year. It is hoping to break-even in 2004 with an EBITDA target of HUF3.6 billion, Budapest Business Journal quoted Chairman and CEO Csaba Zoltan as saying. The streamlining will pare down its 2,200 workforce by 600. It will also see the selloff of five of its subsidiaries in 2004. ============= I R E L A N D ============= ELAN CORPORATION: Completes Sale of Frova to Vernalis ----------------------------------------------------- Elan Corporation, plc announced the closing of its agreement with the Vernalis Group of Companies for the termination of the development and license agreements between Elan and Vernalis regarding Frova(TM) (frovatriptan). Vernalis has purchased Elan's commercialization rights and related assets in North America for Frova. Under the terms of the agreement, which was previously announced on March 30, 2004, Elan realized $5 million upon closing. Elan will realize a total consideration of approximately $55 million from Vernalis for rights to frovatriptan and related assets in North America, comprising the following additional payments: on December 31, 2004 and December 31, 2005, Elan will receive payments of $20 million and $25 million respectively; and no later than December 31, 2004, Elan will receive a payment for its Frova inventory, estimated at approximately $5 million. Additionally, Elan's co-promotion agreement with UCB Pharma, Inc. has been terminated, and Elan will pay UCB about $10 million in connection with the termination. The completion of the transaction was subject to the approval of Vernalis' shareholders, which was received on May 13, 2004. About Elan Elan Corporation, plc is a neuroscience-based biotechnology company that is focused on discovering, developing, manufacturing and marketing advanced therapies in neurology, autoimmune diseases, and severe pain. Elan (NYSE:ELN) trades shares on the New York, London and Dublin Stock Exchanges. CONTACT: ELAN CORPORATION PLC Investors: Emer Reynolds Phone: 353-1-709-4000 Or 800-252-3526 Media: Anita Kawatra Phone: 212-407-5755 Or 800-252-3526 ELAN CORPORATION: To Submit Antegren for Approval in Europe ----------------------------------------------------------- Elan Corporation, plc and Biogen Idec intend to submit to the European Medicines Agency an application for approval of ANTEGREN(R) (natalizumab) as a treatment for Crohn's disease. The companies expect to submit the filing in the fourth quarter of 2004. The decision to file was made after discussion with European regulatory officials, based on the results from the ENACT-1 trial and the statistically significant primary endpoint data from the ENACT-2 maintenance trial in Crohn's disease. ENACT-2 (Evaluation of Natalizumab As Continuous Therapy), a Phase III trial which enrolled responders from ENACT-1, met its primary endpoint of maintenance of response throughout six months of the study. The findings from the ENACT-2 study will be presented for the first time on May 19 at the Digestive Disease Week (DDW) annual meeting in New Orleans. The ENACT-1 trial was a 3-month Phase III induction study of natalizumab in Crohn's disease. It did not meet its primary endpoint, but a substantial subset of patients with active inflammation had statistically significant clinical response and remission rates at week 10 and multiple other time points compared to placebo. About ANTEGREN (natalizumab) Natalizumab, a humanized monoclonal antibody, is the first alpha-4 antagonist in the new selective adhesion molecule (SAM) inhibitor class. The drug is designed to inhibit the migration of immune cells into chronically inflamed tissue where they may cause or maintain inflammation. To date, approximately 2,800 patients have received natalizumab in clinical trials. In placebo-controlled trials to date in both CD and MS, the most commonly reported adverse events in either group were headache, fatigue and nasopharyngitis. Elan and Biogen Idec are collaborating equally on the development of natalizumab in multiple sclerosis (MS), Crohn's disease, and rheumatoid arthritis (RA). Based on one-year Phase III data in MS, the companies intend to submit applications for drug approval in the U.S. and Europe by the end of the second quarter. In addition, a Phase II trial for RA is underway. ABOUT ELAN Elan Corporation, plc is a neuroscience-based biotechnology company that is focused on discovering, developing, manufacturing and marketing advanced therapies in neurology, autoimmune diseases, and severe pain. Elan (NYSE:ELN) shares trade on the New York, London and Dublin Stock Exchanges. For additional information about the company, please visit http://www.elan.com. ABOUT BIOGEN IDEC Biogen Idec (NASDAQ:BIIB) creates new standards of care in oncology and immunology. As a global leader in the development, manufacturing, and commercialization of novel therapies, Biogen Idec transforms scientific discoveries into advances in human healthcare. For press releases and additional information about the company, please visit http://www.biogenidec.com. CONTACT: ELAN CORPORATION Media Contacts: Anita Kawatra Phone: 212-407-5755 Or 800-252-3526 BIOGEN IDEC Amy Brockelman Phone: 617-914-6524 Investor Contacts: Emer Reynolds Phone: 353-1-709-4000 Or 800-252-3526 BIOGEN IDEC Elizabeth Woo Phone: 617-679-2812 ===================== N E T H E R L A N D S ===================== GETRONICS N.V.: Senior ICT Executive to Lead Belgian Operations --------------------------------------------------------------- Getronics announced that Jean-Claude Vandenbosch has joined Getronics as General Manager for Getronics Belgium and Luxemburg. The new General Manager has impressive experience in the IT sector, an extensive business network and a thorough knowledge of the Belgium marketplace. Jean-Claude Vandenbosch was most recently President of Belgacom Wireline and a member of the Belgacom Management Council. Prior to that, he was CEO of Orange Belgium and Managing Director of Hewlett Packard Belgium. In addition, he has been President of the Belgium Association of IT Suppliers for five years. "Jean-Claude has successfully grown ICT business in Belgium for over 20 years and demonstrates an impressive combination of vision, strategy, execution power, leadership and an understanding of the Belgium marketplace," says Klaas Wagenaar, Chairman of Getronics. "Having Jean-Claude on board will help us to further grow and expand our business in Belgium, Luxemburg and within the European Institutions." "I am happy to be joining Getronics," says Jean-Claude Vandenbosch. "It is one of the key ICT service providers in the Belgium marketplace and with a set of service offerings ranging from ICT mobility and security right through to enterprise content management, Getronics will continue to create value for its customers and make a significant impact in the Belgium marketplace." Jean-Claude Vandenbosch will work closely with former General Manager, Eric Vander Elst, to ensure a smooth handover. Eric Vander Elst will be appointed as Corporate Vice President for European Strategic Initiatives. Says Getronics Chairman Klaas Wagenaar: "We would like to thank Eric for what he has achieved in Belgium with his management team and employees. Getronics Belgium has been a key and constant contributor to the overall success of Getronics and this would not have been possible without Eric's leadership." About Getronics With approximately 22,000 employees in over 30 countries and ongoing revenues of EUR2.6 billion in 2003, Getronics is one of the world's leading providers of vendor-independent Information and Communication Technology (ICT) solutions and services. Getronics today combines the capabilities of the original Dutch company with those of Wang Global, acquired in 1999, and of the systems and services division of Olivetti. Getronics is ranked second worldwide in network and desktop outsourcing and fourth worldwide in network consulting and integration (Source: IDC 2002-2003). Getronics designs, integrates and manages ICT infrastructures and business solutions for many of the world's largest global and local companies and organizations, helping them maximize the value of their information technology investments. Getronics headquarters are in Amsterdam, with regional head offices in Boston, Madrid and Singapore. Getronics' shares are traded on Euronext Amsterdam (GTN). For further information about Getronics, visit http://www.getronics.com CONTACT: GETRONICS NV Press Inquiries: Getronics Media Relations Phone: +31 20 586 1581 E-mail: media@getronics.com Investor Inquiries: Getronics Investor Relations Phone: +31 20 586 1982 E-mail: investor.relations@getronics.com PETROPLUS N.V.: In Selloff Negotiations with RIVR Acquisition ------------------------------------------------------------- Petroplus International N.V. and RIVR Acquisition B.V. (the Offeror), a holding company newly incorporated in the Netherlands, jointly announce that an agreement can be reached between Petroplus and the Offeror in connection with a recommended public offer for all outstanding ordinary shares in the share capital of Petroplus with an offer price of EUR8.00 in cash per ordinary share (the "Equity Offer"), assuming no dividend is declared. The Offeror is controlled by a consortium comprising funds affiliated with The Carlyle Group. The Offeror will be funded through a combination of committed equity funds and credit lines arranged by the Consortium's financing banks. It is the intention that the two members of the Executive Board and founders of Petroplus will participate in the Consortium as per settlement of the Equity Offer. The Equity Offer, when made, will be preceded by a consent solicitation from the holders of a majority of the 10.5% Senior Notes due 2010 for proposed amendments to (or deletions of) certain provisions set out in the trust deed. The Equity Offer will be accompanied by a public offer for the Senior Notes at 101% of the par value, consisting of an offer of 100% of the par value for the Senior Notes and a 1% fee payable if the consent is given. The Supervisory Board and the Executive Board of Petroplus intend to recommend the Equity Offer, when made. Parties will take further steps, including confirmatory due diligence, in the coming weeks to reach definitive agreement on the intended public offers and to finalize the financing of the transaction. Based on the intended Equity Offer of EUR8.00 per ordinary share, Petroplus' outstanding share capital is valued at approximately EUR247 million. The Equity Offer price implies: (a) A premium of 29% relative to the closing price of EUR6.18 of an ordinary share on Euronext Amsterdam on 17 May 2004; and (b) A premium of 29% relative to the average closing price of an ordinary share during the three months prior to this announcement. Based on the intended Senior Notes Offer, Senior Notes holders who will have tendered their Senior Notes and have given their consent, will be entitled to a cash amount (including consent fee) of EUR1,010 per EUR1,000 in principal amount of Senior Notes. The Senior Notes offer price, including consent premium, implies: (a) A premium of 39% on the quoted closing price on the Luxembourg Stock Exchange on 17 May 2004; and a premium of 27% on the average quoted closing prices on the Luxembourg Stock Exchange during the three months prior to this announcement. The Offeror is currently controlled by a Consortium consisting of Carlyle Europe Partners II LP and Carlyle/Riverstone Global Energy and Power Fund II LP. Mr. M.Q.H. van Poecke and Mr. W.A. Willemstein, both Executive Board members of Petroplus, will participate in the Offeror upon settlement of the intended Equity Offer by rolling over their current shareholdings in Petroplus into the Offeror. Rationale for the Intended Offers The rationale for the intended Equity Offer is that both Petroplus and the Consortium strongly believe that under the current circumstances, a stock market listing does not add value and constrains Petroplus in achieving its full potential. Prior to 2002, the public markets were instrumental in financing the growth of Petroplus. However, the benefits of a listing have decreased more recently as a result of the perception by the public markets of an increase in Petroplus' risk profile, the decrease in the liquidity of the Petroplus share, and Petroplus' strategy of no longer being focused on making acquisitions and therefore not having the same need to access public markets. Petroplus believes that it will be better able to focus on the strategic objectives of the company out of the realm of the pressures of the public markets. The Consortium will provide both short term and long term strategic, financial and other benefits to Petroplus, its customers and employees. The rationale for soliciting the consent of the Senior Notes holders and the Senior Notes Offer is that the current terms and conditions of the trust deed significantly restrict Petroplus' ability to conduct its business preventing Petroplus to take advantage of opportunities arising from time to time. As part of the transaction, Petroplus will be able to refinance the Senior Notes allowing the company to optimize its capital structure. The Carlyle Group is ideally placed to take Petroplus private given its extensive European experience in management buyouts and its deep industry expertise through its Carlyle/Riverstone fund, which is dedicated to energy and power investments. Future of Petroplus Petroplus will continue its operations independently and under its present name. The Consortium supports the current strategy of Petroplus. The intended Equity Offer in itself is not expected to have negative consequences regarding employment and the employment conditions of the employees of Petroplus. If the Equity Offer is declared unconditional, the Offeror intends to end Petroplus' listing on the Official Market of Euronext Amsterdam N.V. Furthermore, subject to certain thresholds being reached, the Offeror expects to initiate the statutory procedure contemplated by the Dutch Civil Code to acquire all shares held by minority shareholders or take other steps to terminate the listing and/or acquire shares not being tendered, including effecting a legal merger. Following settlement of the Equity Offer, the current Supervisory Board members intend to step down and new Supervisory Board members will be appointed. Current Supervisory Board members can be reappointed as members of the new Supervisory Board. Procedure The making of the intended offers is subject to, inter alia, confirmatory due diligence, the execution of definitive financing agreements, delivery of consent by holders of a majority of the Senior Notes, agreement being reached with and consents being obtained from certain third parties in respect of certain material contracts, obtaining certain regulatory and other consents, and other, customary conditions. The Senior Notes Offer will start with a consent solicitation from the bondholders to amend the current covenants of the trust deed. The honoring of the Equity Offer and the Senior Notes Offer will be conditional upon, inter alia, the majority of the outstanding Senior Notes being tendered, 95% of the outstanding ordinary shares being tendered, and definitive agreement being reached and consents being obtained in respect of the material contracts referred to above. The honoring of the Equity Offer will be conditional on the Senior Notes Offer and vice versa. Following the publication of the Equity Offer memorandum, Petroplus will convene an extraordinary general meeting of shareholders to, among other things, discuss the Equity Offer. The Netherlands Authority for the Financial Markets (Autoriteit Financi‰le Markten), Euronext Amsterdam N.V., and the Social Economic Council (Sociaal Economische Raad) have been informed of the intended offers. Petroplus has engaged Fortis Bank to act as its financial adviser and De Brauw Blackstone Westbroek as its legal adviser. The Carlyle Group has engaged NIBCapital Bank to act as its financial adviser and Clifford Chance as its legal adviser. The members of the Executive Board have engaged Allen & Overy as their legal adviser. This announcement is a public announcement as meant within section 9b paragraph 2 sub a of the Dutch Securities Supervision Decree (Besluit toezicht effectenverkeer 1995). A further announcement regarding the status of the intended Equity Offer will be made on or before 17 June 2004. This press release appears in Dutch also. In the event of any inconsistency, the English version will prevail over the Dutch version. * * * This is not for release, publication or distribution, in whole or in part, in or into the United States, Canada, Australia or Japan. This announcement and related materials do not constitute an offer for either the ordinary shares in Petroplus International N.V. or the 10.5% Senior Notes due 2010, but the expectation is justified that an offer will be made in due course as set out in this press release. Profile of Petroplus Petroplus was established 10 years ago and has since developed into a leading player in the European midstream oil market. The midstream sector encompasses refining, marketing and logistics (predominantly tank storage). Petroplus is the owner of refineries in Antwerp (Belgium), Cressier (Switzerland) and Teesside (United Kingdom) with a total capacity of 240,000 barrels per day including its Antwerp desulphurisation capacity. Petroplus has a sales volume in excess of 23 million tons a year of oil products and a storage capacity of almost 5 million m3 throughout Western Europe. Petroplus, with its head office in Rotterdam and regional head offices in Zug and Hamburg, has branch offices in more than 20 countries and employs approximately 1000 employees. Petroplus International N.V. is publicly listed in the NextPrime segment of the Official Segment of Euronext Amsterdam N.V. The Carlyle Group The Carlyle Group is a global private equity firm with more than USD18 billion under management. The Carlyle Group employs a conservative, proven, and disciplined investment approach. The Carlyle Group invests in buyouts, venture, real estate, and leveraged finance, in North America, Europe, and Asia, focusing on aerospace, automotive & transportation, consumer, defense, energy & power, healthcare, industrial, technology & business services, and telecommunications & media. Since 1987, the firm has invested USD10.5 billion of equity in 300 transactions. The Carlyle Group employs more than 500 people in 14 countries. The Carlyle Group will participate in the transaction through the combined equity investments from its European buyout fund and its dedicated energy and power fund. The Carlyle Group manages two buyout funds in Europe. Carlyle Europe Partners I, a EUR1 billion fund launched in 1998 which has completed 16 investments, and is now fully invested. Carlyle Europe Partners II has completed two transactions worth over EUR2 billion. A team of 40 investment professionals located in five offices across Europe manages CEP I and CEP II. Riverstone Holdings and The Carlyle Group are the co-general partners of the Carlyle/Riverstone Global Energy and Power Fund II. Carlyle/Riverstone, a New York-based energy and power focused private equity firm founded in 2000, has approximately USD1.5 billion under management. Carlyle/Riverstone conducts buyout and growth capital investments in the midstream, upstream, power, and oilfield service sectors of the energy industry. To date, the firm has committed approximately USD800 million to 10 investments across these four sectors. CONTACT: PETROPLUS INTERNATIONAL N.V. P.O. Box 85002 3009 MA Rotterdam The Netherlands Phone: +31 (0) 10 242 5900 Fax: +31 (0) 10 242 6052 E-mail: IR@petroplus.nl Website: http://www.petroplusinternational.com Contact: Martijn L.D. Schuttevaer Investor Relations Manager Phone: + 31 10 242 6046 Mobile: + 31 65 208 3014 E-mail: M.L.Schuttevaer@Petroplus.nl CARLYLE: Katherine Elmore-Jones Director of European Communications Phone: +44 20 78 94 1200 E-mail: Katherine.ElmoreJones@Carlyle.com PETROPLUS N.V.: Reports Net Loss After Non-recurring Items ---------------------------------------------------------- Petroplus International N.V. announced its first quarter 2004 results. Petroplus reported a net profit of EUR47.7 million compared to a net profit of EUR8.2 million in the first quarter of 2003. Excluding non-recurring items, the first quarter 2004 showed a net loss of EUR0.9 million. EUR(000) Petroplus Q1 2004 Q1 2003 % 2003 unaudited audited 1,332,290 1,690,911 -21% Net Sales 6,112,653 51,866 61,149 -15% Gross Profit 197,692 49,622 61,149 -19% Adjusted GP* 204,804 62,967 23,945 163% EBITDA 28 677 14,380 23,945 -40% Adjusted EBITDA * 46,205 54,708 16,231 237% Net Operating Income (32,619) 6,121 16,231 -62% Adjusted NOI * 12,721 47,675 8,194 482% Net Income (64,208) (912) 8,194 -111% Adjusted Net Income* ( 17,257) EUR1.54 EUR0.28 452% Earnings per share (EUR2.09) (EUR0.03) EUR0.28 -111% Adjusted EPS * (EUR0.56) * Adjusted = excludes non-recurring items Note: Gross Profit and EBITDA are not stated in the audited account. See endnotes of press release for definitions A full copy of the press release is available at: http://bankrupt.com/misc/Petroplus_Q12004.pdf CONTACT: PETROPLUS INTERNATIONAL N.V. P.O. Box 85002 3009 MA Rotterdam The Netherlands Phone: +31 (0) 10 242 5900 Fax: +31 (0) 10 242 6052 E-mail: IR@petroplus.nl Web site: http://www.petroplusinternational.com Contact: Marcel van Poecke, Executive Board Willem Willemstein, Executive Board Martijn Schuttevaer, Investor Relations Manager Phone: +31 10 242 5900 =========== N O R W A Y =========== AKER KVAERNER: 1Q04 Report Shows Performance on Track ----------------------------------------------------- The oil, gas, energy and process group Aker Kvaerner reported positive results and performance on track in the first quarter. Earnings before interest, tax, depreciation and amortization (EBITDA) amounted to NOK324 million, compared with NOK209 million in the same period last year. Few major contracts were announced, but a steady stream of orders resulted in a satisfactory NOK7.3 billion-order intake in the first quarter 2004. The order backlog at the end of March was NOK31.1 billion. All main business units in the Oil & Gas, Process and Pulping & Power segments developed positively and as planned in the first quarter. The cash position is strong. At the end of March, cash and short-term interest-bearing receivables amounted to NOK3.7 billion. Aker Kvaerner has an ambition to increase the EBITDA to NOK1.75 billion in 2006. In about one year, the group expects that the EBITDA will reach NOK1.5 billion on an annualized level. A focused group In the first quarter this year Kvaerner ASA announced a three- way reorganization of the group, which has resulted in the formation of Aker Kvaerner, a focused industrial group with activities within the oil, gas, energy and process industries. The figures in this report are prepared as if the restructuring and refinancing was completed before 1 January 2002. For Aker Kvaerner, the plan was concluded on 2 April 2004 when the group was listed on the Oslo Stock Exchange with ticker AKVER. Financially, the plan involved a NOK2.1 billion equity issue, transfer of NOK4.1 billion of subordinated debt maturing in 2011 to Aker Kvaerner ASA and repayment of NOK3.1 billion debt which matured at the end of 2004. Furthermore, Aker Kvaerner O&G AS, a wholly owned subsidiary of Aker Kvaerner ASA, placed a EUR260 million international bond with seven-year maturity in the market, and arranged a EUR150 million term and revolving credit facility maturing in 2009. The Norway-based industrial holding company Kvaerner ASA is the majority shareholder in Aker Kvaerner ASA, currently holding 71% of the shares. Upon completion of an exchange offer presented to Kvaerner ASA shareholders on 20 April, Kvaerner ASA's holding in Aker Kvaerner ASA will be reduced to approximately 58%. AKER KVAERNER ASA, through its subsidiaries and affiliates, is a leading global provider of engineering and construction services, technology products and integrated solutions. The business within Aker Kvaerner span a number of industries, including Oil & Gas production, Refining & Chemicals, Mining & Metals, Pharmaceuticals & Biotechnology, Power Generation and Pulp & Paper. Aker Kvaerner has aggregated annual revenues of approximately USD4.5 billion and employs around 22,000 employees in more than 30 countries. The Aker Kvaerner group consists of a number of separate legal entities. Aker Kvaerner is used as the common brand/trademark for most of these entities. The parent company in the group is Aker Kvaerner ASA. CONTACT: AKER KVAERNER Media: Per-Ake Farnstrand, President, Kvaerner Pulping, Sweden Phone: +46 54 19 46 14 or +46 70 633 39 46 Anders Thoren, Communications Manager, Kvaerner Pulping, Karlstad, Sweden; Phone: +46 54 19 47 66 or +46 703 55 64 22 =========== R U S S I A =========== DIMITROVGRADSKY MACHINE: Insolvent Status Confirmed --------------------------------------------------- The Arbitration Court of Ulyanovsk region declared OJSC Dimitrovgradsky Machine-Building Factory insolvent and introduced bankruptcy proceedings. The case is docketed as A72- 3259/01-I278/4. Mr. D. Monogarov has been appointed temporary insolvency manager. Creditors have until June 23, 2004 to submit their proofs of claim to the insolvency manager at 433513, Russia, Ulyanovsk region, Dimitrovgrad-13, Post User Box 962. CONTACT: DIMITROVGRADSKY MACHINE-BUILDING FACTORY Russia, Ulyanovsk region, Dimitrovgrad, Vostochnaya str.2 Mr. D. Monogarov, insolvency manager 433513, Russia, Ulyanovsk region, Dimitrovgrad-13, Post User Box 962 ENGELS SPECIAL: Saratov Court Appoints Insolvency Manager --------------------------------------------------------- The Arbitration Court of Saratov region declared OJSC Engels Special Automobil Technics Factory insolvent and introduced bankruptcy proceedings. The case is docketed as A57-70B/03-23. Mr. A. Antonenko (Moscow) has been appointed insolvency manager. Creditors have until July 13, 2004 to submit their proofs of claim to the temporary insolvency manager at 410004, Russia, Saratov, Chernyshevsky str.88. CONTACT: ENGELS SPECIAL AUTOMOBIL TECHNICS FACTORY Russia, Saratov region, Engels, Promzone Mr. A. Antonenko, temporary insolvency manager 410004, Russia, Saratov, Chernyshevsky str.88 KALININ MINE: Court Sets August 12 Hearing ------------------------------------------ The Arbitration Court of Kemerovo region commenced bankruptcy supervision procedure on opencast OJSC Kalinin Mine. The case is docketed as A27-1829/2004-4. Ms. I. Myuslyaeva has been appointed temporary insolvency manager. Creditors are asked to submit their proofs of claim to the temporary insolvency manager at 653000, Russia, Kemerovo region, Prokopjevsk, Prospectnaya str.14. A hearing will take place on August 12, 2004, 11:00 a.m. at the Arbitration Court of Kemerovo region. CONTACT: KALININ MINE 653000, Russia, Kemerovo region, Prokopjevsk, Prospectnaya str.14 Ms. I. Myuslyaeva, temporary insolvency manager 653000, Russia, Kemerovo region, Prokopjevsk, Prospectnaya str.14 KURGANSKY ZAVOD: Declared Insolvent ----------------------------------- The Arbitration Court of Kurgan region declared Kurgan woodshop machines factory OJSC Kurgansky Zavod Derevoobrabatyvayuschih Stankov insolvent and introduced bankruptcy proceedings. The case is docketed as A34-4175/03-c9. Mr. S. Volkomorov has been appointed insolvency manager. Creditors have until June 23, 2004 to submit their proofs of claim to the insolvency manager at 623109, Russia, Sverdlovsky region, Pervouralsk, Vatutina str.37, Post User Box 777. CONTACT: KURGANSKY ZAVOD DEREVOOBRABATYVAYUSCHIH STANKOV Russia, Sverdlovsky region, Kurgan, Kuybyshev str.36 Mr. S. Volkomorov, insolvency manager 623109, Russia, Sverdlovsky region, Pervouralsk, Vatutina str.37, Post User Box 777 METROMEDIA INTERNATIONAL: Delays First Quarter Form 10-Q Filing --------------------------------------------------------------- Metromedia International Group, Inc. (currently traded as: OTCPK:MTRM - Common Stock and OTCPK:MTRMP - Preferred Stock), the owner of interests in various communications and media businesses in Russia and the Republic of Georgia, announced the following in regards to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004: (a) The Company has not completed in a timely manner the preparation of the Current Quarterly Report; (i) The Company will not file a Form 12b-25, Notification of Late Filing, with the United States Securities and Exchange Commission (the SEC), since it cannot predict with certainty at this time when it will file its Current Quarterly Report; and (b) The Company also announced that, in view of the delay in filing its Current Quarterly Report, the trustee of its Series A and B 10 1/2 % Senior Discount Notes Due 2007 has issued a notice that the Company is not in compliance with requirements of the indenture governing these Senior Notes and that the Company must resolve this compliance matter not later than July 16, 2004, the sixtieth day following the receipt of the trustee's letter in order to avoid an event of default. The Company presently expects that it will file the Current Quarterly Report within the 60-day period required for compliance with the Indenture. Furthermore, as previously announced on April 5, 2004, the Company received notification from the trustee of its Senior Notes that the Company was not in compliance with requirements of the Indenture underlying the Senior Notes since it has not yet filed its 2003 Annual Report on Form 10-K (the Current Annual Report) with the SEC and delivered to the trustee the compliance certificates pursuant to Section 4.4 (a) of the Indenture. The Company has until June 1, 2004, the sixtieth day following the receipt of the trustee's letter, to file its Current Annual Report with the SEC and deliver the requisite compliance certificates to the trustee in order to avoid an event of default. Although no assurances can be given, the Company expects that it will complete these items on or prior to the June 1, 2004 deadline. About Metromedia International Group Through its wholly owned subsidiaries, the Company owns communications and media businesses in Russia, Europe and the Republic of Georgia. These include mobile and fixed line telephony businesses, wireless and wired cable television networks and radio broadcast stations. The Company has focused its principal attentions on continued development of its core telephony businesses in Russia and the Republic of Georgia, while undertaking a program of gradual divestiture of its non- core media businesses. The Company's core telephony businesses include PeterStar, the leading competitive local exchange carrier in St. Petersburg, Russia, and Magticom, the leading mobile telephony operator in the Republic of Georgia. The Company's remaining non-core media businesses consist of eighteen radio businesses operating in Finland, Hungary, Bulgaria, Estonia, and the Czech Republic and one cable television network in Lithuania. CONTACT: METROMEDIA INTERNATIONAL GROUP, INC. Ernie Pyle Phone: 704/321-7383 E-mail: investorrelations@mmgroup.com Web site: http://www.metromedia-group.com METROMEDIA INTERNATIONAL GROUP, INC. Headquarters: Charlotte, North Carolina Web site: http://www.metromedia-group.com CEO: Mark Hauf Employees: 1,984 Ticker: mtrm.pk (PinkSheets) Revenues: 104,646,000 (2002) Net Income: (126,382) (2002) MINERAL FERTILIZERS: Insolvent Status Confirmed ----------------------------------------------- The Arbitration Court of Republic of Bashkortostan declared OJSC Mineral Fertilizers insolvent and introduced bankruptcy proceedings. The case is docketed as A-10783/RSA. Mr. A. Khusainov has been appointed insolvency manager. Creditors are asked to submit their proofs of claim to the insolvency manager at 453086, Russia, Republic of Bashkortostan, Meleuz, OJSC Mineral Fertilizers. CONTACT: MINERAL FERTILIZERS 453086, Russia, Republic of Bashkortostan, Meleuz Mr. A. Khusainov, insolvency manager 453086, Russia, Republic of Bashkortostan, Meleuz, OJSC Mineral Fertilizers NIZHNEKAMSK BUILDING: Under Bankruptcy Supervision Procedure ------------------------------------------------------------ The Arbitration Court of Republic of Tatarstan commenced bankruptcy supervision procedure on OJSC Nizhnekamsk Building And Metal Construction Factory (TIN 1630000040). The case is docketed as A65-1615/2004-SG4-27. Mr. N. Prilepin has been appointed temporary insolvency manager. Creditors are asked to submit their proofs of claim to the temporary insolvency manager at 420004, Russia, Republic of Tatarstan, Kazan, Post User Box 6. A hearing will take place on June 22, 2004, 1:00 p.m. at the Arbitration Court of Republic of Tatarstan. CONTACT: NIZHNEKAMSK BUILDING AND METAL CONSTRUCTION FACTORY Russia, Republic of Tatarstan, Nizhnekamsk, BSI Mr. N. Prilepin, temporary insolvency manager 420004, Russia, Republic of Tatarstan, Kazan, Post User Box 6. NOVOSPASSKY INTERECONOMIC: Declared Insolvent --------------------------------------------- The Arbitration Court of Ulyanovsk region declared OJSC Novospassky Intereconomic Mobile Mechanized Enterprise insolvent and introduced bankruptcy proceedings. The case is docketed as A72-7134/03-G5-B. Mr. A. Sobitnyuk has been appointed temporary insolvency manager. Creditors have until June 23, 2004 to submit their proofs of claim to the insolvency manager at 433513, Russia, Ulyanovsk region, Dimitrovgrad, Post User Box 968. CONTACT: NOVOSPASSKY INTERECONOMIC MOBILE MECHANIZED ENTERPRISE Russia, Ulyanovsk region, Novospasskoye Mr. A. Sobitnyuk, insolvency manager 433513, Russia, Ulyanovsk region, Dimitrovgrad, Post User Box 968 PROGRESS: Declared Bankrupt --------------------------- The Arbitration Court of Saratov region declared OJSC Saratov factory PROGRESS insolvent and introduced bankruptcy proceedings. The case is docketed as A57-321B/00-31. Mr. A. Antonenko (Moscow) has been appointed insolvency manager. Creditors are asked to submit their proofs of claim to the temporary insolvency manager at Russia, Saratov, Universitet str.88, CJSC Anticrisis-active. CONTACT: PROGRESS Russia, Saratov, Universitet str.28 Mr. A. Antonenko, temporary insolvency manager Russia, Saratov, Universitet str.88, CJSC Anticrisis-active ROAD MACHINES: Sverdlovsky Appoints Insolvency Manager ------------------------------------------------------ The Arbitration Court of Sverdlovsky region declared OJSC Road Machines Factory insolvent and introduced bankruptcy proceedings. The case is docketed as A60-29121/2003-c1. Mr. V. Vokchmentsev has been appointed insolvency manager. Creditors are asked to submit their proofs of claim to the insolvency manager at 620076, Russia, Ekaterinburg, Post User Box 57. CONTACT: ROAD MACHINES FACTORY 624865, Russia, Sverdlovsky region, Kamyshlov, Severnaya str.65 Mr. V. Vokchmentsev, insolvency manager 620076, Russia, Ekaterinburg, Post User Box 57 SODBIZNESBANK: Clients at Loss for Deposits After Administration ---------------------------------------------------------------- Depositors on Tuesday flocked to Sodbiznesbank demanding to withdraw deposits five days after the suspension of the bank's license, The Moscow Times reports. The Central Bank placed the bank under temporary administration for a host of violations ranging from inflating capital to processing ransom money. It also banned the bank's management from taking posts in other banks. On Tuesday, about 100 of the bank's clients went to the bank's main branch on Ulitsa Krasnay Presnya hoping to withdraw their deposits. Applications for closing an account were distributed outside the office but the forms were not enough. The bank promised to return the money Tuesday, but there was none that day. Depositors were even unable to freely get inside the bank. Even the Central Bank's appointed administrator, Kirill Tikhonkov, was also barred from entering the premises. The police had to disperse the crowd later in the day, detaining so-called organizers in the process. The Central Bank has filed a criminal complaint against the bank's management with the Interior Ministry. In a press conference, Deputy Central Bank Chairman Andrei Kozlov said the 'unknown men' who barred depositors out might be destroying internal information. Sodbiznesbank has 45,000 depositors, who hold a total of RUB2.225 billion rubles ($78 million). SODBIZNESBANK: Ultimate Fate Yet Uncertain ------------------------------------------ Shareholders of Sodbiznesbank have tried to initiate liquidation proceedings after the bank's license was rebuked by the Central Bank on Thursday. The board of directors has appointed lawyer Boris Ponomaryov as liquidator. Deputy Central Bank Chairman Andrei Kozlov said the move was illegal as it was against the courts order for administration. The Central Bank placed the bank under temporary administration for a host of violations ranging from inflating capital to processing ransom money. Sodbiznesbank has to pay RUB18.65 million on its RUB500 million debt Tuesday next week. Mr. Koslov thinks the bank will not meet the obligation, making bankruptcy inevitable. In a bankruptcy scenario, the federal law gives priority for compensation, first to parties aggrieved criminally, then to employees, and lastly and vaguely, to "other creditors," said Dmitry Vinogradov, a banking analyst with Brunswick UBS, according to The Moscow Times. With these, victims of the KamAZ double murder investigation in 2003 -- for which the bank's executives are accused of paying for -- might be the first to benefit. VOLGA-OIL: Deadline for Proofs of Claim July 13 ----------------------------------------------- The Arbitration Court of Saratov region declared CJSC craft corporation Volga-Oil insolvent and introduced bankruptcy proceedings. The case is docketed as A57-64B/03-12. Ms. L. Dudina (Moscow) has been appointed insolvency manager. Creditors have until July 13, 2004 to submit their proofs of claim to the temporary insolvency manager at 410031, Russia, Saratov, Radischev str.46. CONTACT: VOLGA-OIL 410005, Russia, Saratov, Astrakhanskaya str.103 Ms. L. Dudina, temporary insolvency manager 410031, Russia, Saratov, Radischev str.46 =========== S W E D E N =========== SKANDIA INSUARANCE: Expects Positive Effects from Stock Market -------------------------------------------------------------- Skandia's result is affected by external factors such as changes in the stock market and interest rates. Future revenues, which are based on fund values, increase or decrease as a result of these factors. According to information presented in conjunction with the year- end report for 2003, a 1% increase in the stock market would have a one-time effect on the operating result of +SEK82 million and a 1% decrease would have a one-time effect on the operating result of -SEK87 million. Financial effects for the first quarter 2004 are expected to be positive and are estimated to be in the range of SEK400 million to SEK500 million. Discontinued operations To facilitate comparisons, figures in the group overview will be reported excluding discontinued operations. This means that the capital gain from the sale of the Japanese operation is not included in the operating result. Comparison figures In connection with the reporting for the first quarter of 2004, all tables with a geographic breakdown will be adapted to the new organizational structure that was presented in a press release on 16 April 2004. The appended tables on pages 2 and 3 of this release show the comparison figures according to the new breakdown. Skandia's interim report for the first quarter of 2004 will be released on 26 May 2004. Tables of Skandia's sales and reports of operation are available at: http://bankrupt.com/misc/Skandia_FinancialEffects.htm CONTACT: SKANDIA INSURANCE Harry Vos Head of Investor Relations Phone: +46-8-788 3643 ===================== S W I T Z E R L A N D ===================== ABB LTD.: Shareholders Reelect Board of Directors ------------------------------------------------- At the group's annual general meeting, ABB shareholders overwhelmingly voted in favor of reappointing for another one- year term the board of directors comprised of eight members from six countries. Before the meeting, the board had said that, if re-elected, it would reappoint Jurgen Dormann as chairman, and Jacob Wallenberg as lead director. At the meeting, Dormann confirmed ABB's business outlook for 2004 and the previously communicated targets for 2005. The shareholders also approved the other items on the agenda, including the annual report, the consolidated financial statements and the annual financial statements for 2003. A total of 1,087 shareholders attended the annual general meeting, representing 49% of the total share capital entitled to vote. ABB (http://www.abb.com)is a leader in power and automation technologies that enable utility and industry customers to improve performance while lowering environmental impact. The ABB Group of companies operates in around 100 countries and employs about 113,000 people. CONTACT: ABB LTD. Media Relations Wolfram Eberhardt Thomas Schmidt Phone: +41 43 317 65 12 Fax: +41 43 317 79 58 Investor Relations Switzerland: Phone: +41 43 317 3804 Sweden: Phone: +46 21 325 719 U.S.A.: Phone: +1 203 750 7743 SWISS INTERNATIONAL: Raises Fares 3% to Account Oil Price Hike -------------------------------------------------------------- In response to the steady rise in the price of oil on the world market, SWISS is increasing all fares from Switzerland by three percent. In markets outside Switzerland, the amount of the increase will vary depending on similar measures taken by competing airlines. This measure would take effect on Thursday, May 20. The uncertain political situation in the Middle East and increasing demand from China have pushed the world price of oil to its highest level in 13 years, and oil market experts see no immediate price relief in sight. Various major airlines around the world have already introduced a fare surcharge or are considering a similar step. SWISS will continue to monitor the aviation fuel market carefully. Fuel costs account for approximately 12% of SWISS's total costs. The fuel surcharge on cargo rates was raised from 15 to 20 Eurocents per kilo on May 10. CONTACT: SWISS CORPORATE COMMUNICATIONS P.O. Box, CH-4002 Basel Phone: +41 (0) 848 773 773 Fax: +41 61 582 35 54 E-mail: communications@swiss.com Web site: http://www.swiss.com =========================== U N I T E D K I N G D O M =========================== ANITE MEDIA: Winding up Resolutions Passed ------------------------------------------ Name of Companies: Anite Media Limited Autofile Limited FSS International Holdings Limited Helix Software Consultants Limited Manyhurst Limited At a General Meeting of these Companies, the Special Resolutions to wind up the Companies was passed. Andrew Howard Beckingham and Simon Robert Haskew of Begbies Traynor, 58 Queen Square, Bristol BS1 4LF have been appointed Joint Liquidators for these Companies. CONTACT: BEGBIES TRAYNOR 58 Queen Square, Bristol BS1 4LF Contact: Andreww Howard Beckingham, Liquidator Simon Robert Haskew, Liquidator AVECIA GROUP: Rating Affirmed at 'B-', Off CreditWatch ------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B-' long-term corporate credit rating on U.K.-based specialty chemicals producer Avecia Group PLC (Avecia), and removed the rating from CreditWatch, where it had been placed on November 27, 2003. This rating action follows the announcement that new bank facilities became available to Avecia on May 14, 2004. The Outlook is negative. "The removal of the rating from CreditWatch reflects Avecia's improved liquidity situation, as the recent refinancing should cover the group's funding needs during the next 12 to 18 months," said Standard & Poor's credit analyst Christine Hoarau. "The rating and outlook, however, reflect Avecia's continued weak credit quality due to the challenges faced by the group's fine chemicals business, and to the group's very leveraged capital structure." Standard & Poor's has been concerned by Avecia's increased focus on fine chemicals during the past few years. This division's business risk is high given Avecia's dependence on a relatively small number of customers and products, the complexity of the drug manufacturing process, and the possibility of failure of clinical trials or regulatory approvals. In Standard & Poor's view, Avecia will likely have to undertake further operational and financial restructuring in order to meet its debt obligations. Avecia's ongoing operations generated GBP33 million in 2003, which is deemed insufficient to cover the group's interest expenses (GBP38 million pro forma for the refinancing) and maintenance capital expenditures (GBP15 million). Furthermore, although EBITDA generation is expected to improve in 2004, Avecia will face additional restructuring expenses of more than GBP20 million. "The negative outlook on Avecia reflects the potential for further group operating and/or financial restructuring in the short-to-medium term, as well as the uncertainty related to the operating performance of the group's fine chemicals business. Should Avecia's liquidity situation deteriorate faster than expected, ratings will likely be lowered," added Ms. Hoarau. CONTACT: STANDARD AND POORS RATING SERVICES Analyst E-Mail Addresses christine_hoarau@standardandpoors.com olivier_beroud@standardandpoors.com corporateFinanceEurope@standardandpoors.com BALTIMORE TECHNOLOGIES: Acquisitor Seeks to Wipe Out Board Anew --------------------------------------------------------------- The Board of Baltimore Technologies plc (Baltimore, London: BLM) received a written notice from Acquisitor Holdings (Bermuda) Ltd (Acquisitor) after office hours on Monday, 17 May 2004, requesting an extraordinary meeting of shareholders to consider resolutions to remove the entire Board of Baltimore and to appoint its own directors. This notice follows a similar notice served by Acquisitor on 7 May requiring the same resolutions to be put forward at this year's Annual General Meeting, which is required to be held before the end of August. The Board is reviewing the notice with its advisers and will be taking appropriate action in due course. On 22 March 2004, Acquisitor requisitioned an EGM with resolutions to remove the entire board, which were rejected by Baltimore shareholders at a meeting held on the 6 May 2004. Comment Bijan Khezri, non-Executive Chairman, said: "At the EGM on 6 May 2004, independent shareholders voted unequivocally against Acquisitor taking control of Baltimore. Immediately following the EGM, Baltimore initiated contact with Acquisitor. A meeting was arranged for this week to enter into a constructive dialogue to explore a mutually acceptable way forward in the interests of all shareholders. Acquisitor has chosen to disregard this and requisition a further EGM instead of waiting for the AGM, at great disruption and significant additional cost to the company and its other shareholders. This again highlights Acquisitor's agenda to seize control of Baltimore's assets at the earliest possible opportunity without making a formal offer and paying a premium to all shareholders for control. "The Board has a duty to resist, with all the means at its disposal, any third party attempting to take control without paying a premium." Information on Baltimore Technologies Following the completion of the disposal of Baltimore Technologies' core PKI business on 2 December 2003, the continuing Group's assets consist primarily of cash. CONTACT: BALTIMORE TECHNOLOGIES Smithfield Andrew Hey Nick Bastin Will Swan Phone: +44 (0) 20 7360 4900 Web site: http://www.baltimore.com BRADFORD CITY: Liquidation Looms Ahead -------------------------------------- The Bradford City rugby club has until the end of the week to secure funding that would save it from liquidation, administrators said, according to local reports. The 101-year-old club is aware of the ultimatum. In a statement, it said: "Despite working around the clock, the administrators have been unable to reach a satisfactory outcome with various interested parties.... and therefore it has not been possible to secure short-term funding." Players and administrative staff agreed to forego a week's pay, letting the club operate until Friday. BRAINTREE FOUNDRIES: General Meetings Set June 18 ------------------------------------------------- Name of Companies: Braintree Foundries Limited E Jopling & Sons Limited Holbrook Steel Castings Limited Lloyds Burton Alloys Limited Mech Cast Limited Metakal Foundries Limited Steel Castings Research Limited Wilco Investments Limited William Cook Stanhope Limited There will be a General Meetings of these Companies on June 18, 2004 at 11:00 a.m. It will be held at St James' Square, Manchester M2 6DS. Members who want to be represented at the Meeting may appoint proxies. Proxy forms must be submitted to KPMG Corporate Recovery, St James' Square, Manchester M2 6DS not later than June 15, 2004. CONTACT: KPMG CORPORATE RECOVERY St James' Square Manchester M2 6DS Joint Liquidators: B Green J P Bateman CALT LIMITED: Names Stoy Hayward Liquidator ------------------------------------------- At a General Meeting of the Calt Limited Company (formerly UK IT Training Limited), the Resolutions to wind up the Company were passed. D B Coakley of BDO Stoy Hayward LLP, Connaught House, Alexandra Terrace, Guildford, Surrey GU1 3DA has been appointed Liquidator for the purpose of such winding-up. CONTACT: BDO STOY HAYWARD LLP Connaught House Alexandra Terrace, Guilford, Surrey GU1 3DA Contact: D B Coakley, Liquidator CARRS PAPER: Hires Robson Rhodes Administrator ---------------------------------------------- The Carrs Paper Limited Company has appointed Gerald Clifford Smith and John Neville Whitfield of RSM Robson Rhodes LLP as joint administrative receivers. The date of appointment was made on May 10, 2004. The Company's registered office is located at Carco Works, Cranmore Boulevard, Shirley, Solihul B90 4LJ. CONTACT: RSM ROBSON RHODES LLP Centre City Tower, 7 Hill Street, Birmingham B5 4UU Receivers: Gerald Clifford Smith John Neville Whitfield (IP Nos 6335, 9131) CORPORATION ARMS: Members General Meeting Set June 14 ----------------------------------------------------- There will be a General Meeting of the Corporation Arms Limited Company on June 14, 2004 at 11:30 a.m. It will be held at 15 Victoria Place, Carlisle CA1 1EW. The purpose of the Meeting is to lay before the Members how the winding up of the Company has been conducted. Members who want to be represented at the Meeting may appoint proxies. DAWSON INTERNATIONAL: Obtains US$5 Million Facility for U.S. Biz ---------------------------------------------------------------- Further to the announcements made on 1 April and in the Preliminary Results on 30 April, Dawson International plc is pleased to confirm that a $25 million facility is now available to fund the Dawson Forte, U.S.A-based business. The Company has negotiated increased bank facilities with The Royal Bank of Scotland Commercial Services Limited of up to GBP8.5 million. These facilities are guaranteed and cash collateralized by GPG (U.K.) Holdings plc, a 29.9% shareholder in the Company which has agreed in principle to underwrite the Company's proposed issue of loan stock. It is intended that these bank facilities be repaid in full from the proceeds of the issue of loan stock in due course. On 30 April the Chairman, Mike Hartley, said that it was expected that full details of the new debt facility (which is now described in paragraph 1 of this announcement) and the underwritten issue of loan stock would be set out in a prospectus which it was anticipated would be published during the first half of May. The Board anticipates that the terms of the loan stock will be finalized and the prospectus published before the end of May. As noted in the Preliminary Results announcement on 30 April, it is vital, in order to ensure that the Group has adequate underlying funding, that the loan stock issue is completed. DUDLEY TRAINING: Final Meeting Set June 25 ------------------------------------------ There will be a Final Meeting of the Members of Dudley Training and Enterprise Council Company on June 25, 2004 at 10:00 a.m. It will be held at the offices of Deloitte & Touche LLP, Four Brindleyplace, Birmingham B1 2HZ. The purpose of the Meeting is to lay before the Members how the winding up of the Company has been conducted. CONTACT: DELOITTE & TOUCHE LLP Four Brindleyplace, Birmingham B1 2HZ Contact: A P Peters, Liquidator FEDERAL-MOGUL: Modifies Plan Classification, Treatment Of Claims ---------------------------------------------------------------- The treatment of some claims in Federal-Mogul Corporation's Second Amended Joint Plan was modified to include these recoveries: Class Description Recovery Under the Plan ----- ----------- ----------------------- N/A Administration In the event that Federal-Mogul Corporation bids and purchases some or all of the assets or businesses of the U.K. Debtors, then Federal-Mogul Corporation will pay to the relevant U.K. Debtors only that portion of the bid that is to be distributed to holders of Claims against the U.K. Debtors other than holders of Asbestos Personal Injury Claims against the U.K. Debtors. Holders of Allowed Administration Claims against the U.K. Debtors will receive no distributions under the Plan, but instead will receive any and all distributions on account of their Allowed Administration Claims pursuant to the U.K, administration proceedings in accordance with U.K. insolvency laws. Estimated Percentage Recovery: 100%, subject to the terms of the Plan in the case of Allowed Administration Claims 6A-20A Priority Claims Unimpaired. 34A & Preferential In the event that Federal-Mogul 40A-157A Liabilities Corporation bids and purchases Against U.K. some or all of the assets or Debtors businesses of the U.K. Debtors, then Federal-Mogul Corporation will pay to the relevant U.K. Debtors only that portion of the bid that is to be distributed to holders of Claims against the U.K. Debtors other than holders of Asbestos Personal Injury Claims against the U.K. Debtors. Holders of Allowed Preferential Claims against the U.K. Debtors will receive no distributions under the Plan, but instead will receive any and all distributions on account of their Allowed Preferential Claims pursuant to the U.K. Administration proceedings in accordance with U.K. insolvency laws. Estimated Percentage Recovery: 100%, subject to the terms of the Plan in the case of Allowed Preferential Claims. 1B-5B Secured Bank Impaired. 21B-22B Claims On the Effective date, Claims 24B-34B arising under the Bank Credit Agreement will be deemed fully secured and allowed for $1,646,681,464, including certain letter of credit obligations and as adjusted on the Effective Date to convert foreign currencies to U.S. dollars and to take account of certain hedge obligations. The Reorganized Debtors will: (a) enter into the Reorganized Federal-Mogul Secured Term Loan Agreement, which will provide for term Loans for: * $1,303,897,118, plus; * the amount of any draws before the Effective Date on letters of credit outstanding under the Bank Credit Agreement; and * the amounts, if any, required to be included in the loan agreement pursuant to the Plan; (b) replace with the Exit Facilities any letters of credit not drawn as of the Effective Date; (c) issue $300,000,000 in Junior Secured PIK Notes to the holders of Allowed Secured Bank Claims; and (d) cause those subsidiaries, which guaranteed the Bank Claims, to also guarantee The payment of the Reorganized Federal-Mogul Secured Term Loan Agreement and the Junior Secured PIK Notes. Estimated Percentage Recovery: Variable 1C-5C Secured Surety Impaired. 21C Claims Estimated Percentage Recovery: 22C Variable 24C-34C 1D-5D Noteholder Impaired. 21D Claims Estimated Percentage Recovery: 22D 38-47% (prior to enforcement of 24D-34D the subordination provisions of the indenture for the Convertible Subordinated Debentures) 1G-5G On-Site Unimpaired. 11G Environmental Each holder of an Allowed Claim 12G Claims will retain unaltered the legal 17G equitable and contractual rights 31G to which the Allowed Claim 33G entitles the holder. 6H-20H Unsecured Claims Impaired. 40H-157H Against U.K. Estimated Percentage Recovery: Debtors other Under the T&N Distribution: than F-M U.K. * T&N Distribution Ratio 1: 7.2% Holding Limited * T*N Distribution Ratio 2: 3.8 to 6.0% * Company Specific Distribution Ratio * Small Company Specific Distribution Ratio 6I Non-Priority Estimated Percentage Recovery: 8I-19I Pension Plan 7.2% 41I, 42I Benefit Claims 43I, 55I Against T&N 60I, 109I Limited & 131I, 135I Participating 149I, 152I Employers in the T&N Limited Pension Plan 7I Non-Priority Estimated Percentage Recovery: Pension Plan 7.2% Employee Benefit Claims Against Federal-Mogul Ignition (UK) Limited 1L-5L Affiliate Claims Estimated Percentage Recovery: 21L-39L Against U.S. Variable Debtors and F-M U.K. Holding Limited 6L-20L Affiliate Claims Estimated Percentage Recovery: 40L-157L Against U.K. Variable Debtors other than F-M U.K. Holding Limited 1M F-M Corporation Holders of Federal-Mogul Preferred Stock Corporation preferred stock will receive Warrants. The value of each Warrant is estimated to be between $5.50 and $7.97. 1N Subordinated Holders of Class1N Subordinated 2N Securities Securities Claims will receive Claims Warrants. The value of the Against warrant is estimated to be Federal-Mogul between $5.50 and $7.97. Corp & FMPRI Estimated Percentage Recovery: 0% 1O Federal-Mogul Holders of Federal-Mogul common Corp. Common stock will receive Warrants. The Stock value of each Warrant is estimated to be between $5.50 and $7.97. 3P-157P Equity Interests Estimated Percentage Recovery: in Subsidiaries Not Applicable Headquartered in Southfield, Michigan, Federal-Mogul Corporation http://www.federal-mogul.com/is one of the world's largest automotive parts companies with worldwide revenue of some $6 billion. The Company filed for chapter 11 protection on October 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from its creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. (Federal-Mogul Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service, Inc., 215/945-7000) HDV LIMITED: Names Liquidator from Stoy Hayward ----------------------------------------------- At a General Meeting of the HDV (U.K.) Limited Company (formerly known as DITC LIMITED) the Resolutions to wind up the Company were passed. D B Coakley of BDO Stoy Hayward LLP, Connaught House, Alexandra Terrace, Guildford, Surrey GU1 3DA has been appointed Liquidator for the purpose of winding-up. CONTACT: BDO STOY HAYWARD LLP Connaught House Alexandra Terrace, Guilford Surrey GU1 3DA Contact: D B Coakley, Liquidator MARCONI CORPORATION: Poised to Deliver Forecast for 2005 -------------------------------------------------------- Highlights: Continuing Operations (a) Market stability reaffirmed (i) Increasing stability in year-on-year sales (ii) FY05 guidance reiterated: low single-digit sales growth on constant currency basis, fuelled by Access Hub success *FY04 frame contract renewals with Telecom Italia and Belgacom; new FY04 business wins with BT, Telstra and Teliasonera (b) All FY04 operational targets delivered (i) Q4 gross margin 30.5% before c.1% benefit from non- recurring software license sale (ii) Annualized operating cost exit run-rate(1) GBP387 million at 31 March 04 (iii) Positive operating cash flow (before exceptionals) generated in each quarter; Q4 GBP50 million sufficient to cover GBP35 million exceptional cash costs (c) Q4 operating profit GBP8 million (before goodwill amortization and exceptionals) (d) Further gross margin improvement targeted during FY05 (in addition to 2 percentage point benefit from cost reallocations effective 1 April 2004) (i) Aiming to reach mid-thirties gross margin (before exceptionals) during Q4 FY05 (ii) Target FY05 gross margin (before exceptionals): around 33% of sales (e) Further strengthening of Group financial condition at 31 March 04 (i) Net cash increased to GBP214m (pro forma 31 March 2003: net debt GBP25 million) (ii) Continued focus on Senior Notes paydown confirmed (reduced to GBP242 million at 22 April 04) (iii) GBP107 million reduction in FRS17 pension deficit A full copy of the financial results is available at: http://bankrupt.com/misc/Marconi_Q12004.htm CONTACT: MARCONI CORPORATION Press Inquiries: David Beck Phone: 0207 306 1490 E-mail: david.beck@marconi.com Investor Inquiries: Heather Green Phone: 0207 306 1735 E-mail: heather.green@marconi.com MID WALES: Buyers Sought for Yarn Maker --------------------------------------- Administrators of Mid Wales Yarns, which spins yarn for the carpet industry, are looking to sell the company as a going concern. According to BBC News, a spokesman from administrator DTE Leonard Curtis said the company was placed in administration on May 13. John Malcolm Titley and Jonathan Schapira were appointed joint administrators. The firm continues to trade, but it is down to less than half of its workforce in Llandrindod Wells after 109 workers were chopped off the company's payroll last week. The staff was retained only to complete existing orders. NEW ENGLAND: In Administrative Receivership ------------------------------------------- HSBC Bank Plc called in receivers Dominic Lee Zoong Wong and Neville Barry Kahn from Deloitte & Touche for New England Wood Products Ltd Company (Reg No 4460543). The application was made May 5, 2004. New England manufactures kitchens and bedroom furniture. CONTACT: DELOITTE & TOUCHE LLP Blenheim House, Fitzalan Court, Newport Road, Cardiff CF24 0TS Receivers: Dominic Lee Zoong Wong Neville Barry Kahn (Office Holder Nos 009232, 008690) NEWSCOPE MANAGEMENT: Bibby Factors Names HJS Recovery Receiver -------------------------------------------------------------- Bibby Factors Slough Limited has appointed Gordon John Johnston of HJS Recovery as receiver for Newscope Management Services Limited. The application was made April 7, 2004. Newscope is an employment agency. The Company's registration number is 03909215. CONTACT: HJS RECOVERY 12-14 Carlton Place, Southampton SO15 2EA Receiver: Gordon John Johnston (Office Holder No 8616) REGUS GROUP: On Track to Report Profit -------------------------------------- At the Company's AGM on Tuesday, John Matthews, Chairman of the Company will provide these updates on current trading: "I am pleased to report that Regus is trading slightly ahead of expectations for the year to date. The Company has continued to improve overall performance and has seen consistent improvement in its free cash flow at the operating level. "In terms of trading, we have seen steady revenue growth in the first four months of this year, up 5% in April 2004 (at constant exchange rates) compared with December 2003. Revenue Per Available Workstation (REVPAW), our key performance indicator, has risen 6% over the same period. "In April, global occupancy of 73% was 12 percentage points higher than in April 2003. This has been helped by significant new outsourcing deals with Royal Bank of Scotland, GlaxoSmithKline, Caisse d'Epargne and Citigroup. "The Group's forward order book remains strong, with 78% of budgeted business for 2004 already contracted and booked. Enquiries are up 30% year-on-year. Overall, Regus' progress remains firmly on track and the Board is committed to delivering sustainable profits at the earliest opportunity." CONTACT: REGUS GROUP Stephen Jolly (Regus) Phone: 01932 895135 David Yates (Financial Dynamics) Phone: 0207 269 7291 ROYAL & SUNALLIANCE: Bond Ratings Remain After Terms Change ----------------------------------------------------------- Standard & Poor's Ratings Services said on Tuesday that its 'BBB' junior subordinated debt rating on the EUR500 million debt issued by Royal & Sun Alliance Insurance Group PLC is unaffected by the announcement of a change in terms and conditions. Standard & Poor's expects that the rewording will be accepted by bondholders and that the issue will continue to be treated as regulatory capital. In addition, the issue will continue to qualify as hybrid equity under Standard & Poor's criteria, on the assumption that the revised terms and conditions of the issue, when finalized, are not materially different from those previously indicated to Standard & Poor's. The issue continues to benefit from an upstream guarantee from Royal & Sun Alliance Insurance PLC (A-/Negative/A-2). CONTACT: STANDARD AND POORS RATING SERVICES Analyst E-Mail Addresses ashley_gill@standardandpoors.com rowena_potter@standardandpoors.com InsuranceInteractive_Europe@standardandpoors.com ROYAL & SUNALLIANCE: Calls for Bond Holders Meeting on June 9 ------------------------------------------------------------- NOTICE OF MEETING of the holders of those of the *200,000,000 6.875 per cent. Fixed/Floating Rate Subordinated Guaranteed Bonds due 2019 (ISIN: XS0102738035) presently outstanding (the 'Fixed/Floating Rate Bondholders' and the 'Fixed/Floating Rate Bonds' respectively) OF ROYAL & SUN ALLIANCE INSURANCE GROUP PLC (the 'Issuer') The Issuer hereby gives notice to the Fixed/Floating Rate Bondholders that, pursuant to the provisions of the Third Schedule to the Trust Deed dated 15th October, 1999 (the 'Trust Deed') constituting the Fixed/Floating Rate Bonds and made between the Issuer, Royal & Sun Alliance Insurance plc (the 'Guarantor') and Citicorp Trustee Company Limited (the 'Trustee') as trustee for the Fixed/Floating Rate Bondholders, a meeting (the 'Meeting') of the Fixed/Floating Rate Bondholders has been convened by the Issuer and will be held at the offices of Allen & Overy LLP at One New Change, London EC4M 9QQ, England on Wednesday, 9th June, 2004 at 4:00 p.m. (London time) for the purposes of considering and, if thought fit, passing the following resolution, which will be proposed as an Extraordinary Resolution in accordance with the provisions of the Trust Deed: EXTRAORDINARY RESOLUTION "THAT this Meeting of the holders of the *200,000,000 6.875 per cent. Fixed/Floating Rate Subordinated Guaranteed Bonds due 2019 of Royal & Sun Alliance Insurance Group plc (the Bondholders, the 'Bonds' and the Issuer respectively) constituted by the Trust Deed dated 15th October, 1999 (the Trust Deed) made between the Issuer, Royal & Sun Alliance Insurance plc (the ' Guarantor') and Citicorp Trustee Company Limited (the 'Trustee') as trustee for the Bondholders hereby: (1) Approves the Proposals (as defined and set out in the Notice of Terms of Consent Offer dated 18th May, 2004 (the 'Notice of Consent Offer')) and their implementation on, and subject to, the conditions set out in the Notice of Consent Offer; (2) Assents to the modification of the provisions of the Trust Deed (in so far as they relate to the Bonds) and the Conditions (as defined in the Trust Deed) of the Bonds described in the Proposals and, accordingly, authorises, directs and requests the Trustee to concur in and to execute a First Supplemental Trust Deed (supplemental to the Trust Deed) to implement the Proposals and to effect the modifications in relation to the Bonds comprised therein in the form of the draft produced to this Meeting and, for the purpose of identification, signed by the Chairman thereof with such modifications (if any) thereto as may be necessary (including, without limitation, in the event that the Extraordinary Resolution of the holders of the *300,000,000 Floating Rate Subordinated Guaranteed Bonds due 2019 of the Issuer set out in the notice thereto dated 18th May, 2004 is not passed) or as the Trustee shall require and to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Extraordinary Resolution and the implementation of the Proposals on, and subject to, the conditions set out in the Notice of Consent Offer or in connection therewith; (3) Waives any Event of Default (as defined in the Trust Deed) which would otherwise occur as a result of the passing of this Extraordinary Resolution and/or the implementation of the Proposals; (4) Sanctions and assents to every abrogation, modification, variation or compromise of, or arrangement in respect of, the rights of the Bondholders and the Couponholders (as defined in the Trust Deed) against the Issuer or the Guarantor or any of their property, whether arising under the Trust Deed or otherwise, involved in or proposed to be effected by the Proposals and/or this Extraordinary Resolution and their implementation; and (5) Discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Bonds in respect of any act or omission in connection with the Proposals, their implementation or this Extraordinary Resolution." NOTICE OF MEETING of the holders of those of the *300,000,000 Floating Rate Subordinated Guaranteed Bonds due 2019 (ISIN: XS0102735528) presently outstanding (the 'Floating Rate Bondholders' and the 'Floating Rate Bonds' respectively) OF ROYAL & SUN ALLIANCE INSURANCE GROUP PLC (the 'Issuer') The Issuer hereby gives notice to the Floating Rate Bondholders that, pursuant to the provisions of the Third Schedule to the Trust Deed dated 15th October, 1999 (the 'Trust Deed') constituting the Floating Rate Bonds and made between the Issuer, Royal & Sun Alliance Insurance plc (the 'Guarantor') and Citicorp Trustee Company Limited (the 'Trustee') as trustee for the Floating Rate Bondholders, a meeting (the 'Meeting') of the Floating Rate Bondholders has been convened by the Issuer and will be held at the offices of Allen & Overy LLP at One New Change, London EC4M 9QQ, England on Wednesday, 9th June, 2004 at 4:15 p.m. (London time) (or such later time as the meeting of the holders of the *200,000,000 6.875 percent. Fixed/Floating Rate Subordinated Guaranteed Bonds due 2019 of the Issuer referred to above is concluded or adjourned) for the purposes of considering and, if thought fit, passing the following resolution, which will be proposed as an Extraordinary Resolution in accordance with the provisions of the Trust Deed: EXTRAORDINARY RESOLUTION "THAT this Meeting of the holders of the *300,000,000 Floating Rate Subordinated Guaranteed Bonds due 2019 of Royal & Sun Alliance Insurance Group plc (the 'Bondholders', the 'Bonds' and the 'Issuer' respectively) constituted by the Trust Deed dated 15th October, 1999 (the 'Trust Deed') made between the Issuer, Royal & Sun Alliance Insurance plc (the 'Guarantor') and Citicorp Trustee Company Limited (the 'Trustee') as trustee for the Bondholders hereby: (1) Approves the Proposals (as defined and set out in the Notice of Terms of Consent Offer dated 18th May, 2004 (the 'Notice of Consent Offer')) and their implementation on, and subject to, the conditions set out in the Notice of Consent Offer; (2) Assents to the modification of the provisions of the Trust Deed (in so far as they relate to the Bonds) and the Conditions (as defined in the Trust Deed) of the Bonds described in the Proposals and, accordingly, authorises, directs and requests the Trustee to concur in and to execute a First Supplemental Trust Deed (supplemental to the Trust Deed) to implement the Proposals and to effect the modifications in relation to the Bonds comprised therein in the form of the draft produced to this Meeting and, for the purpose of identification, signed by the Chairman thereof with such modifications (if any) thereto as may be necessary (including, without limitation, in the event that the Extraordinary Resolution of the holders of the *200,000,000 6.875 percent. Fixed/Floating Rate Subordinated Guaranteed Bonds due 2019 of the Issuer set out in the notice thereto dated 18th May, 2004 is not passed) or as the Trustee shall require and to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Extraordinary Resolution and the implementation of the Proposals on, and subject to, the conditions set out in the Notice of Consent Offer or in connection therewith; (3) Waives any Event of Default (as defined in the Trust Deed) which would otherwise occur as a result of the passing of this Extraordinary Resolution and/or the implementation of the Proposals; (4) Sanctions and assents to every abrogation, modification, variation or compromise of, or arrangement in respect of, the rights of the Bondholders and the Couponholders (as defined in the Trust Deed) against the Issuer or the Guarantor or any of their property, whether arising under the Trust Deed or otherwise, involved in or proposed to be effected by the Proposals and/or this Extraordinary Resolution and their implementation; and (5) Discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or the Bonds in respect of any act or omission in connection with the Proposals, their implementation or this Extraordinary Resolution." Background to and reasons for the Extraordinary Resolutions The Issuer issued the Fixed/Floating Rate Bonds and the Floating Rate Bonds (together, the Bonds) in October 1999. The Issuer wishes to obtain the consent of Fixed/Floating Rate Bondholders and the Floating Rate Bondholders (together, the Bondholders) to certain modifications to, inter alia, the events of default and other provisions set out in the respective terms and conditions of the Bonds (the Conditions) to enable the Bonds to qualify as regulatory capital with a group solvency test. The Notice of Consent Offer sets out the terms and conditions of the Proposals. Consent Offer The Issuer has offered to pay, or procure to be paid, to Bondholders, on the terms and conditions set out in the Notice of Terms of Consent Offer dated 18th May, 2004 (the Notice of Consent Offer), the Consent Fee on the Settlement Date (each as defined in the Notice of Consent Offer). General Copies of the Trust Deed (including the Conditions), the Paying Agency Agreement dated 12th October, 1999 relating to the Bonds, the Offering Circular dated 12th October, 1999 relating to the issue of the Bonds and a draft (subject to modification) of the First Supplemental Trust Deed referred to in the Extraordinary Resolutions set out above may be inspected, and copies of the Notice of Consent Offer are available for collection, by Bondholders at any time during normal business hours on any weekday (Saturdays, Sundays and bank and other public holidays excepted) prior to and during each Meeting at the specified office of the Principal Paying Agent set out below and at the registered office of the Issuer at 30 Berkeley Square, London W1J 6EW, England and at each Meeting (and for 15 minutes prior thereto). The attention of Bondholders is particularly drawn to the quorum required for each Meeting and any adjourned Meeting which is set out below and in the Third Schedule to the Trust Deed. Having regard to such requirements, Bondholders who do not accept the Consent Offer (as defined in the Notice of Consent Offer) are requested to take steps to attend or be represented at the relevant Meeting, as referred to below, as soon as possible. In accordance with normal practice, the Trustee expresses no opinion as to the merits of the Proposals as presented to the Bondholders in the Notice of Consent Offer. It has, however, authorized it to be stated that, on the basis of the information contained in the Notice of Consent Offer and the above Notices of Meeting, it has no objection to the Extraordinary Resolutions set out above being submitted to the Bondholders for their consideration. Voting and Quorum Bondholders who submit a valid Electronic Acceptance Instruction to the relevant clearing system pursuant to the Notice of Terms of Consent Offer need take no further action in relation to voting at the relevant Meeting in respect of the applicable Extraordinary Resolution. By submitting a valid Electronic Acceptance Instruction a Bondholder instructs the Principal Paying Agent to appoint one or more employees of the Consent Agent as his proxy to vote in favor of the applicable Extraordinary Resolution. The provisions governing the convening and holding of each Meeting are set out in the Third Schedule to the Trust Deed, a copy of which is available for inspection as referred to above. A Bondholder wishing to attend and vote at the relevant Meeting in person must produce at such Meeting a valid voting certificate or valid voting certificates issued by a Paying Agent relative to the Bond(s) in respect of which he wishes to vote. An accountholder with Euroclear Bank S.A./N.V. as operator of the Euroclear system (Euroclear) or Clearstream Banking, societe anonyme (Clearstream, Luxembourg' and each of Euroclear and Clearstream, Luxembourg, a clearing system) (an Accountholder) who wishes to obtain a voting certificate or procure the Principal Paying Agent to appoint a proxy to attend and vote at the relevant Meeting (or, if applicable, any adjourned such Meeting) on his behalf, should (not less than 48 hours (including all or part of two days upon which banks are open for business in London and Luxembourg (excluding the day such Meeting is to be held)) before the time appointed for the holding of such Meeting (or, if applicable, any adjourned such Meeting) and within the relevant time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, request the relevant clearing system to block the Bonds in his own account and to hold the same to the order or under the control of the Principal Paying Agent. An Accountholder whose Bonds have been so blocked will thus be able to obtain a voting certificate from, or procure that a voting instruction is given either by deposit of a voting instruction form (obtainable from the specified office of the Principal Paying Agent set out below) with or otherwise in accordance with the procedures of Euroclear or Clearstream, Luxembourg (as the case may be) to, the Principal Paying Agent. Any Bond(s) so held and blocked for either of these purposes will be released to the Accountholder by the relevant clearing system (i) at the conclusion of the relevant Meeting (or, if later, any adjourned such Meeting) or (ii) (within the time limit specified by the relevant clearing system) upon the surrender to the Principal Paying Agent of the voting certificate(s) and notification by the Principal Paying Agent to the relevant clearing system of such surrender or the compliance in such other manner with the rules of the relevant clearing system or (iii) upon notification in writing to the Principal Paying Agent, not less than 48 hours before the time appointed for the holding of the relevant Meeting, of any revocation of a Bondholder's previous instructions to the Principal Paying Agent and such Bond(s) ceasing in accordance with the procedures of the relevant clearing system and with the agreement of the Principal Paying Agent to be held to its order or under its control; provided, however, in the case of (iii) above, that if the Principal Paying Agent has caused a block voting instruction to be delivered to the Issuer in respect of such Bond(s), such Bond(s) will not be released to the relevant Accountholder unless and until the Principal Paying Agent has notified the Issuer of the necessary revocation of, or amendment to, such block voting instruction. The quorum required at each Meeting is one or more Bondholders or agents present in person holding Bonds or voting certificates or being proxies and holding or representing in the aggregate a clear majority in principal amount of the Bonds for the time being outstanding (as defined in the Trust Deed). If a quorum is not present at the relevant Meeting, the relevant Meeting may be adjourned and the relevant Extraordinary Resolution considered at an adjourned Meeting (notice of which will be given to Bondholders) or, if the Issuer and the Trustee so agree, dissolved. The quorum at any such adjourned Meeting will be one or more Bondholders or agents present in person holding Bonds or voting certificates or being proxies whatever the principal amount of Bonds so held or represented by them. To be passed, each Extraordinary Resolution set out above requires a majority in favor consisting of at least 75% of the persons voting upon a show of hands or, if a poll is duly demanded, by a majority consisting of at least 75% of the votes cast on such poll. In case of equality of votes, the Chairman of each Meeting shall, both on a show of hands and on a poll, have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Bondholder or as a holder of a voting certificate or as a proxy. If passed, such Extraordinary Resolution will be binding on all the Bondholders of the relevant series, whether or not present at the relevant Meeting and whether or not voting, and upon all holders of interest coupons appertaining thereto. If passed, such Extraordinary Resolution will be so binding, whether or not the other Extraordinary Resolution is also passed. Questions concerning procedures for voting can be directed to the Principal Paying Agent: attention Paul Ballam / Stuart Hoare; telephone +44 207 500 2116 / 5309; e-mail paul.ballam@citigroup.com / stuart.n.hoare@citigroup.com. This Notice is governed by, and shall be construed in accordance with, English law. Principal Paying Agent Citibank N.A., 5 Carmelite Street London EC4Y 0PA England This Notice is given by: Royal & Sun Alliance Insurance Group plc 30 Berkeley Square London W1J 6EW England 18th May, 2004 Bondholders whose Bonds are held by Clearstream, Luxembourg or Euroclear should contact the following for further information: (a) * Euroclear: Corporate Action Department Brussels Phone: +(322) 224 4245, * E-mail: Bonds_offers@Euroclear.com Clearstream, Luxembourg: CIE Department Luxembourg Phone: + (352) 46564 6414; Fax: + (352) 46564 8248, E-mail: ciefaxes.cs@clearstream.com SEVEN SEAS: Unsecured Creditors Meeting Set June 22 --------------------------------------------------- There will be a Meeting of the unsecured Creditors of the Seven Seas (Frozen Foods) Limited Company on June 22, 2004 at 10:30 a.m. It will be held at PricewaterhouseCoopers LLP, 32 Farringdon Street, London EC4A 4EA. Creditors whose claims are wholly secured need not attend nor be represented at the Meeting. Other Creditors who want to be represented at the Meeting may appoint proxies. Proxy forms must be submitted together with written debt claims to PricewaterhouseCoopers LLP, 32 Farringdon Street, London EC4A 4EA not later than 12:00 noon, June 21, 2004. Creditors who want to acquire a copy of the report during the Meeting may get them free of charge at PricewaterhouseCoopers LLP, Plumtree Court London EC4A 4HT. CONTACT: PRICEWATERHOUSECOOPERS LLP 32 Farringdon Street, London EC4A 4EA Contact: R W Birchall, Joint Administrative Receiver M J A Jervis, Joint Administrative Receiver STINNES SHAREHOLDINGS: Calls in Liquidator ------------------------------------------ At an Extraordinary General Meeting of the Members of the Stinnes Shareholdings Limited Company on May 6, 2004 held at Founder's Suite, CLB, Century House, St Peter's Square, Manchester M2 3DN, the Special Resolution to wind up the Company was passed. Mark Terence Getliffe has been appointed Liquidator for the purpose of such winding-up. STUART ACOUSTICS: Appoints Receiver from HJS Recovery ----------------------------------------------------- Gordon John Johnston of HJS Recovery has been appointed joint administrative receiver for Stuart Acoustics Limited Company with registration number 03246859. The date of appointment was made on April 15, 2004. The Company is engaged on noise control engineering. CONTACT: HJS RECOVERY 12-14 Carlton Place Southampton SO15 2EA Receiver: Gordon John Johnston WELCOME BREAK: Fitch Downgrades Notes on Expected Payments Delay ---------------------------------------------------------------- Fitch Ratings, the international rating agency, downgraded Welcome Break Finance PLC's notes and removed them from Rating Watch Negative as: GBP72 million Class A1 secured floating-rate notes due 2007 to 'B' from 'BB'; GBP110 million Class A2 secured floating-rate notes due 2011 to 'B' from 'BB'; GBP127 million Class A3 secured notes due 2015 to 'B' from 'BB'; and GBP67 million Class B secured floating-rate notes due 2017 to 'C' from 'CC'. The rating of the revolving facility has been withdrawn following repayment in full. Fitch no longer expects timely payments to be made on the Class A notes; however, based on the limited information that has been made available to the agency, Fitch believes that these notes are likely to ultimately receive 100% recovery of principal and accrued interest. This is reflected in the 'B' rating. Should this view change as more information is made available, further downgrades are possible. Fitch expects the Class B notes to recover substantially less than 100% of principal and accrued interest, and the 'C' rating signals the agency's view that a default on these notes is imminent. Should interest not be paid on these notes on 1 June, Fitch will downgrade these notes to 'D'. Welcome Break Finance Plc, the issuer, and Welcome Break Group Limited, the borrower, have not provided the agency with more information than what is already available in the public domain. Fitch understands an administrative receiver is likely to be appointed over the issuer. The appointment will either be triggered by the security trustee enforcing the security unilaterally, or will be to prevent an administration, in the event of a petition being made by the directors of the issuer to appoint an administrator. An administrative receiver would seek to obtain best value for the issuer's assets, being the intercompany receivable owed by the borrower. Unless the borrower defaults, there would not be any recourse to the operating company. The enforcement of the security will enable the Class A noteholders to direct the security trustee to accelerate, thereby preventing payments to junior noteholders. One consequence of such action is that the Class A notes will distribute any principal actually received pari passu among them, rather than according to the schedule. It is not clear on what basis unilateral action by the security trustee could be taken, since, from the analysis of the transactions' original documents undertaken by Fitch, no obvious issuer event of default has yet occurred. Fitch further understands that the directors of issuer are not prepared to make the declarations of solvency required for a draw-down on the liquidity facility. The directors' analysis in this respect is not clear to the agency. The recently filed accounts for the year to 30 September 2003 have not been prepared on a going concern basis, and the need to prepare accounts on a break-up basis has led to a balance sheet deficit, caused by a write-down of the debt owed by the borrower of GBP41 million. The lack of availability of the liquidity facility means that, should a payment be missed, or made only partially, by the borrower, the issuer would be unable to make the payments required to noteholders. Investcorp S.A., the private equity firm behind the transaction, had indicated that it would support the borrower, if the issuer enters administration or administrative receivership. It is therefore possible that the borrower could be supported, enabling it to meet its obligations to the issuer, while further refinancing negotiations are undertaken between the borrower and the administrative receiver appointed over the issuer. The borrower's (likely fully-drawn) GBP10 million overdraft facility falls due for renewal on 1 June 2004. Non-renewal may worsen the borrower's cash flow position, requiring a more significant immediate cash injection from Investcorp to support the borrower. Should enforcement against the issuer occur, any refinancing proposal would require the acceptance of only a simple majority of the Class A noteholders, rather than the 75% of each Class (including the Class B notes) required for previous proposals. This may mean that a refinancing is more likely to be accepted, especially one that enables Class A noteholders to achieve 100% recovery. However, unless full value is obtained for the assets of the issuer, there is a risk of litigation from junior noteholders causing a delay to recoveries and potentially affecting the value of such recoveries. Fitch will continue to monitor the situation closely, and comment as and when further information is available. CONTACT: FITCH RATINGS Michael Cox, Paris Phone: +33 (0) 1 44 29 91 86 John Keane, London Phone: +44 (0) 20 7417 3553 Huxley Somerville, London Phone: +44 (0) 20 7417 6329 WEST 175: Places New 17.8 Million Shares with Numis --------------------------------------------------- Further to its announcement on 14 May 2004, West 175 Media Group Inc. announces in connection with the Conditional Placing of 90,000,000 new shares of common stock in the Company arranged by Numis Securities Limited and Ludgate Investments Limited, that 17,800,000 of the new shares have been conditionally placed with Numis. This is in addition to other interests of Numis as discussed on page 10 of the circular to shareholders dated 14 May 2004. Assuming that the Conditional Placing becomes unconditional in all respects and that none of this holding is placed out in the interim, these new shares will be held by Numis in its capacity as an exempt market maker. WM SMITH: Cinven Contemplates on Making Offer with Chief -------------------------------------------------------- Private equity group Cinven is looking towards having the chief executive of WH Smith on its side when it bids for the high street retail chain, according to the Telegraph. Permira has offered 375p-a-share indicative offer that values the loss-making business at GBP940 million. It already began on Friday to conduct due diligence over the possible acquisition. Permira is advised by investment bank Goldman Sachs and backed by former Smiths directors Keith Hamill and Simon Burke. Cinven, meanwhile, has appointed investment bank Merrill Lynch to advise it on a possible offer. A source close to Ms. Swann, who was appointed chief executive in November last year, said the two have not discussed anything regarding an offer. The source said: "She is not in negotiations with Cinven, nor has she met anyone from there. She doesn't feel the need to rush into anything at the moment." A question regarding conflict of interest is surely likely to be raised once Ms. Swann decide to join a venture capitalist bidder, contrary to her declaration last month, the report said. YELL GROUP: Pre-tax Earnings Up 11.5% to GBP360 Million ------------------------------------------------------- Financial results for the year ended 31 March 2004 (a) Group turnover up 6.5% to GBP1,186.9 million; 11.3 % at a constant exchange rate (b) Group Adjusted EBITDA up 11.5% to GBP360.1 million; 15.0% at a constant exchange rate (c) Group Adjusted profit after tax GBP60.2 million (GBP25.5 million loss last year) (d) Group operating cash flow less capital expenditure was GBP303.5 million; GBP311.2 million at a constant exchange rate (GBP307.4 million last year) (e) Pro forma earnings per share before amortization 25.6 pence (f) Final proposed dividend of 6p per share giving 9p in total for the year Note: Earnings, profit after tax and cash flow figures stated before exceptional IPO costs and also, in 2003 only, a non- recurring restructuring charge. Including these costs, the Group made a statutory loss after tax of GBP51.1 million (GBP40.6 million loss last year). John Condron, Chief Executive Officer, said: "These are good results which have more than met IPO expectations. We have continued to win and keep advertisers in the U.K. and the U.S. In the U.K., the rapid growth of Yell.com has added to our momentum. We have also continued to build strong platforms to ensure that we can grow advertising volumes and customers' spend with us, growing the advertiser base in the U.K. and expanding our US footprint with the purchase of Feist and six in-fill acquisitions. "Our strong brands and market presence, together with our focused and disciplined approach, give us confidence that this year's good growth momentum will continue into the year ending 31 March 2005." John Davis, Chief Financial Officer, said: "We have continued to invest to reinforce revenue growth while still growing EBITDA margins, with the US margin, in particular, ahead of expectations. The natural hedge arising from our U.S. dollar denominated debt has reduced the effect of the weakening US dollar on our results. "Our strong cash generation coupled with the benefit of our new financial structure has financed GBP108.9 million of acquisitions, funded our dividend and reduced debt. Net debt currently stands at 3.4 times EBITDA. We expect to grow dividends in line with earnings, with the balance of cash retained for platform and in-fill acquisitions in the US.' A copy of Yell's financial statements is available at: http://bankrupt.com/misc/Yell_March2004.htm CONTACT: YELL GROUP Investors Jill Sherratt Phone: +44 (0) 118 950 6984 Mobile: +44 (0) 7764 879808 Media Richard Duggleby Phone: +44 (0) 118 950 6206 Mobile: +44 (0) 7860 733488 Jon Salmon Phone: +44 (0) 118 950 6656 Mobile: +44 (0) 7801 977340 CITIGATE DEWE ROGERSON Anthony Carlisle Phone: +44 (0) 20 7638 9571 Mobile: +44 (0) 7973 611888 * Recovery Ratings Assigned to Existing Secured Loans in Europe --------------------------------------------------------------- Standard & Poor's Ratings Services said on Tuesday that, following the European launch of its Recovery Ratings Scale, recovery ratings have been assigned to 15 existing secured loans in Europe. "The Recovery Rating Scale estimates the likely recovery of principal in the event of default and enables Standard & Poor's to provide issue-specific recovery estimates for secured loans in the event of default," said Standard & Poor's credit analyst Anne-Charlotte Pedersen. Recovery ratings utilize a numerical scale, with '1+' and '1'-- the two highest ratings--denoting different levels of likelihood that an issue will fully recover principal in the event of default. Ratings below that level -- between '2' and '5' -- denote varying levels of expected prospects for principal recovery, from just less than 100% to negligible recovery levels. The new recovery ratings are explained in further detail in the report entitled "Standard & Poor's European Recovery Ratings", which was published on May 18, 2004, and is available to subscribers of RatingsDirect, Standard & Poor's Web-based credit analysis system, at http://www.ratingsdirect.com.The new recovery ratings are: Borrower Recovery rating Bluewater Holding B.V. 1 Brenntag Holding GmbH & Co. KG 3 Buhrmann US Inc. 3 Capital Shopping Centres PLC 1+ Cognis Deutschland GmbH & Co. KG 3 Corus Group PLC 1 Inmarsat Investments Ltd. 2 Invensys International Holdings Ltd. 2 JSG Acquisitions 2 Legrand 2 MTU Aero Engines GmbH 2 NTL Investment Holdings Ltd. 1 Safilo SpA 3 Sanitec Oy 2 TI Automotive Ltd. 1 The Recovery Rating Scale goes a step further than Standard & Poor's existing bank loan ratings as it is an absolute measure of the recovery prospects of a secured loan and is completely delinked from the corporate credit rating on a company. Issue- specific recovery rates are expected to become increasingly important for lenders and borrowers as the syndicated bank loan market expands to include more institutional investors, and as the ability to separate and quantify default risk and loss-given default becomes a major issue for the calibration of bank capital. Furthermore, there is growing recognition that recoveries vary significantly, even among the same loan classes. As the European markets mature, Standard & Poor's will consider providing recovery estimates for other types of corporate debt. Ratings information can be found on Standard & Poor's public Web site at http://www.standardandpoors.com;under Credit Ratings in the left navigation bar, select Find Ratings, then Credit Ratings Search. Alternatively, call one of the following Standard & Poor's numbers: London Ratings Desk (44) 20-7176-7400; London Press Office Hotline (44) 20-7176-3605; Paris (33) 1-4420-6708; Frankfurt (49) 69-33-999-225; Stockholm (46) 8-440-5916; or Moscow (7) 095-783-4017. Members of the media may also contact the European Press Office via e-mail on: media_europe@standardandpoors.com. CONTACT: STANDARD AND POORS RATING SERVICES Analyst E-Mail Addresses anne-charlotte_pedersen@standardandpoors.com gregoire_buet@standardandpoors.com david_gillmor@standardandpoors.com CorporateFinanceEurope@standardandpoors.com ********* 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 Liv Arcipe, Editors. Copyright 2004. 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 * * *