TCREUR_Public/041026.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Tuesday, October 26, 2004, Vol. 5, No. 212

                            Headlines

D E N M A R K

LEGO COMPANY: Misses Break-even Target for 2004


F R A N C E

PERRIER: Nestle Receives Offers for Water Brand


G E R M A N Y

3 W CONSULTING: Leipzig Court Appoints Administrator
A.T. BAUELEMENTE: Under Bankruptcy Administration
BAUSTOFF SORTIER: Administrator Takes over Operations
BEAUTY REINIGUNG: Creditors Have Until Next Month to File Claims
BIG BEN: First Creditors' Meeting Set November

DELITZSCHER REISE: Leipzig Court Appoints Administrator
ELSNER PLANUNGSGESELLSCHAFT: Succumbs to Bankruptcy
FATMA ATA: Sets Creditors' Meeting November
GSG-DIALOG: Creditors' Claims Due November
MG TECHNOLOGIES: Subsidiary Acquires Heat Exchanger Specialist


H U N G A R Y

SKYLINE CENTRUM: Succumbs to Bankruptcy


I T A L Y

CIRIO DEL MONTE: African Arm Loses Suit Filed by Former Workers


N E T H E R L A N D S

LAURUS N.V.: Plans EUR200 Million Rights Issue


R O M A N I A

C.N. TRANSELECTRICA: Corporate Credit Rating Raised to 'BB'


R U S S I A

AKADEMIYA: Appoints A. Makarov Insolvency Manager
KRASNOURALSKIY BUILDER: Last Day for Filing Claims Set
LENINSK-KUZNETSKIY: Under Bankruptcy Supervision
METIZNIY FACTORY: Court Sets Next Hearing Mid-January
MOSCOW SPECIAL: Under Bankruptcy Supervision

PROKOPYEVSKIY CITY: Hires A. Zakharov as Insolvency Manager
SIBERIA: Gives Creditors Until Next Month to File Claims
SIBERIAN WOOD: Declared Insolvent
SPECIALIZED MANAGEMENT: Under Bankruptcy Supervision
ZABAYKAL-SPIRT: Chita Court Launches Bankruptcy Proceedings


S P A I N

BANCA PRIVADA: Individual Rating Affirmed at 'C'


S W E D E N

LM ERICSSON: Reports Continued Solid Performance


T U R K E Y

MNG AIRLINES: Long-term Credit Rating on CreditWatch Negative


U K R A I N E

GIDROELEMENT: Deadline for Proofs of Claim Set
MEGATORG: Lviv Court Prescribes Bankruptcy Supervision Procedure
PEREMOGA: Temporary Insolvency Manager Enters Firm
RASSVET: Economic Court Grants Debt Moratorium
STUDIYA LEVA-TM: Sets Deadline for Filing Claims

TOREZ' AUTO: Donetsk Court Orders Debt Moratorium
UEL: Court Brings in Insolvency Manager to Temporarily Run Biz
ZLAGODA: Under Bankruptcy Supervision


U N I T E D   K I N G D O M

ABBEY NATIONAL: Santander Shareholders Approve Abbey Takeover
ABBEY NATIONAL: Closed-life Books Attract Several Buyers
ARCHER MCGRATH: Hires Joint Liquidators from Begbies Traynor
BALTIC HOUSE: Sets Final General Meeting End-November
BEST BOOKIES: Insolvency Service Bans Former Director

BOND HOMES: Creditors Appoint Liquidator
BRITISH ENERGY: Board Continues to Back Original Rehab Plan
BRITISH ENERGY: Expects to Complete Restructuring by January
BRITISH ENERGY: Posts Production Figures for September
CCTV PEOPLE: Members Opt to Wind up Business

CHALICE (UK): Appoints Haines Watts Liquidator
CHEENO DESIGNS: Ten-year Ban for Top Honcho
CLASSIQUE WEAR: Calls in Liquidator from Valentine & Co.
COLDSEAL GROUP: Hires Liquidator from Berley
COLLINS ELECTRICAL: Calls in Liquidator from Stones & Co.

CROSSVIEW CONSULTING: Members Final Meeting Set
DJM PROPERTY: Members Agree to Liquidate Firm
DRIVE REVIVE: Hires Liquidator from Begbies Traynor
EXCELLENT COMPUTING: Calls in Liquidators from Haines Watts
FLIGHTLEASE HOLDINGS: Section 304 Petition Summary

FLIGHTLEASE HOLDINGS: Turns to U.S. Court to Recover US$1.9 Mln
FRAZER (WILLOW LANE): Calls in Liquidator
H. L. AIR: Hires Joint Administrators from Begbies Traynor
JARVIS PLC: Appoints New Chief Operating Officer
JESTER INTERACTIVE: In Administrative Receivership

KAMURI LIMITED: Special Winding up Resolution Passed
KHSFC LIMITED: General Meeting Set Next Month
MEA CORPORATION: Insolvency Service Disqualifies Two Directors
MECAER UK: Hires Liquidator from Solomon Hare
M.E.S INSTALLATIONS: First Creditors' Meeting Set Next Week

NETWORK 300: Hires BDO Stoy Hayward as Administrator
NORWOOD SYSTEMS: Appoints Grant Thornton Administrator
OCEAN MUSIC: Hires Joint Administrators from PwC
PETER STOCKHAM: General Meeting Set Next Month
SOUTH CLEVELAND: HSBC Bank Appoints PwC Receiver

SOUTH WEST: Names Joint Administrators from Begbies Traynor
TOWERDEAL LIMITED: Members General Meeting Set Next Month
TRAC CONSTRUCTION: Liquidator Moves in

* Large Companies with Insolvent Balance Sheets


                            *********


=============
D E N M A R K
=============


LEGO COMPANY: Misses Break-even Target for 2004
-----------------------------------------------
LEGO Company has markedly improved its financial result in 2004:
it expects the ordinary result before tax to be a loss of
between DKK200 million to DKK400 million compared to a loss of
DKK900 million in 2003.  This result is realized against sales
in 2004 likely to total DKK8 billion compared to DKK8.4 billion
in 2003.

This means that LEGO Company believes it is unlikely to reach
the break-even point, which was the target for 2004.  This is
due, in particular, to the fact that the very important American
market and the Japanese market have not yet demonstrated the
positive progress expected at the start of the year.  In
addition, the general competitive situation in the toy market
remains acute, which has increased pressure on prices.

Sales in Europe are also below last year's level in Danish
currency terms -- although this covers solid growth in South and
East European markets combined with a generally stable
development in the other markets.  During the second half of the
year a small proportion of European sales was adversely affected
by supply problems involving the Company's best selling products
-- but this situation is expected to be brought under control
during the coming weeks.

The improved result is a consequence of the Action Plan that
LEGO Company launched at the beginning of the year.  The action
plan involves trimming the Company's capacity and cost structure
to a lower sales level and increased focus on customers, e.g. by
improving customer profitability, faster development of new
products, and adopting a more relevant product range.

In implementing the Action Plan it has become increasingly clear
that the book value of many of the Company's assets should be
substantially impaired.  This is due especially to a 25% to 30%
drop in sales since 2002 plus the fact that the Company's
production capacity is too high owing to the low rate of growth
in the toy market combined with the productivity improvements
achieved by the LEGO Company in recent years.  This non-
recurring cost, expected to be incurred this year, will bring
the total pretax deficit for 2004 to between DKK1.5 and DKK2.0
billion.

In addition, the Company is planning to divest a number of other
assets not directly associated with its core business: play
materials.  No final decision has yet been made on which assets
will be sold but it is clear that the LEGOLAND Parks will be
transferred to a separate company, wholly or in part under new
owners.

The Company will also continue to reduce costs in other areas.
So far, costs have been reduced by approximately DKK1.2 billion
during the past year.  And in the same period the workforce has
been reduced by almost 1,000 employees.  But in this very
difficult competitive situation the Company will be obliged in
the coming years to continue cutting its costs considerably.

On finalizing this plan -- based as it is on a thorough analysis
of the Company's situation, challenges and organization -- Kjeld
Kirk Kristiansen has decided that he can now step down from his
post as CEO of LEGO Company.  Kjeld Kirk Kristiansen will
continue as deputy chairman of the board.  The board will remain
unchanged with Mads Ovlisen as chairman.

Kjeld Kirk Kristiansen says: "Since January, my task has been to
set a new direction for the Company and create a plan for the
recreation of a profitable LEGO Company.  The direction is clear
and the Action Plan is already creating results.  Therefore,
this is the right time for the future Corporate Management to
take over.  I have worked very closely with them and the other
members of the Leadership Team on the creation and development
of the Action Plan.  I am therefore completely confident that
the right management is ready to take over.  Their task is to
create a profit in 2005 and a result for 2006, which will
provide a satisfactory return.  As owner, I will of course
continue to be close to the Company.  Partly as Deputy Chairman
of the Board of Directors, and partly as Chairman of the LEGO
Foundation and of several of our Danish companies."

The new CEO -- appointed with immediate effect -- is Jorgen Vig
Knudstorp, who has hitherto been Senior Vice President,
Corporate Affairs.  The Corporate Management will now comprise
Jorgen Vig Knudstorp and Jesper Ovesen, CFO.

In addition, the leadership of LEGO Company consists of: Henrik
Poulsen, Senior Vice President, European and Emerging Markets
(now also including Japan and Korea); Soren Torp Laursen, Senior
Vice President, Americas, Australia/New Zealand and Direct-to-
consumer; Mads Nipper, Senior Vice President, Global Innovation
and Marketing; and Lars Altemark, Senior Vice President, Global
Supply Chain. Furthermore, the LEGOLAND Parks (Mads Ryder)
report to Corporate Management.

CONTACT:  LEGO COMPANY
          Head of Press Relations
          Charlotte Simonsen
          Corporate Communications
          Phone: +45 79 50 65 79


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


PERRIER: Nestle Receives Offers for Water Brand
-----------------------------------------------
Swiss agro-food giant Nestle has received "interesting" offers
to acquire its ailing mineral water brand Perrier, Agence
France-Presse cites chief executive Peter Brabeck-Letmathe.

Mr. Brabeck described the offers as "serious."  The chief
executive's statement indicates Nestle has not yet closed its
doors to a possible sale of its Perrier brand, despite positive
developments in negotiations with unions.  Mr. Barbeck noted
Perrier never made money for the group and complained of high
rates of absenteeism, relatively high wages and low productivity
at the Vergeze-based water bottler.

"We cannot keep on subsidizing the lack of productivity at
Perrier through the good performance of our other companies
abroad," he said.

Mr. Brabeck suggested the Perrier, which is a high-equity brand
name, could be used to label water products bottled elsewhere
than the firm's traditional source in Vergeze.  He said, "I can
produce Perrier anywhere in the world, that's something that
might interest an investor."

In October, Nestle was able to have Perrier's largest union,
Confederation Generale du Travail (CGT), lift its opposition to
an early retirement plan proposed by Nestle Waters.  Nestle
assured additional cash injections into Perrier should CGT
finally agree to an early retirement program, which would affect
around 1,047 of 4,100 Perrier employees.  The food giant,
however, threatened to sell Perrier should the restructuring do
not push through.

CGT described Mr. Brabeck's statements as "a provocation."
Union official Jean Paul Franc said Nestle's statements
coincided with a meeting between Nestle Waters' management and
employees.

Mr. Franc said, "As for the possibility of producing Perrier
outside the Vergeze site, it would only be deceitful for the
consumer."

"Perrier will stay in France," he said.

CONTACT:  NESTLE WATERS FRANCE S.A.
          9, Rue Maurice
          Mallet TSA 40001
          92793 Issy Les Moulineaux
          Cedex 9
          Phone: 33 (0) 1 41 23 38 00
          Fax: 33 (0) 1 41 23 69 00
          Web site: http://www.nestle-waters.com


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


3 W CONSULTING: Leipzig Court Appoints Administrator
----------------------------------------------------
The district court of Leipzig opened bankruptcy proceedings
against 3 W Consulting GmbH on Oct. 1.  Consequently, all
pending proceedings against the company have been automatically
stayed.  Creditors have until Nov. 12, 2004 to register their
claims with court-appointed provisional administrator Michael
Hawelka.

Creditors and other interested parties are encouraged to attend
the meeting on Dec. 13, 2004, 1:30 a.m. at Saal 056, district
court of Leipzig at which time the administrator will present
his first report of the insolvency proceedings.  The court will
also verify the claims set out in the administrator's report
during this meeting, while creditors may constitute a creditors
committee and or opt to appoint a new insolvency manager.

CONTACT:  3 W CONSULTING GMBH
          Emilienstr. 13, 04107 Leipzig
          Phone: (0341) 1499171
          Contact:
          Reinhardt Wehlte, Manager

          Michael Hawelka, Insolvency Manager


A.T. BAUELEMENTE: Under Bankruptcy Administration
-------------------------------------------------
The district court of Bonn opened bankruptcy proceedings against
A.T. Bauelemente Vertriebs GmbH on Oct. 1.  Consequently, all
pending proceedings against the company have been automatically
stayed.  Creditors have until Nov. 19, 2004 to register their
claims with court-appointed provisional administrator Wolfgang
Kalker.

Creditors and other interested parties are encouraged to attend
the meeting on Dec. 20, 2004, 2:10 p.m. at the insolvency court
of Bonn Wilhelmstrasse 21, 53111 Bonn, 2. Stock, Saal S 2.22
at which time the administrator will present his first report of
the insolvency proceedings.  The court will also verify the
claims set out in the administrator's report during this
meeting, while creditors may constitute a creditors committee
and or opt to appoint a new insolvency manager.

A.T. sells pre-fabricated building parts.

CONTACT:  A.T. BAUELEMENTE VERTRIEBS GMBH
          Romerstr. 71-73, 53111 Bonn
          Contact:
          Wolf Herbert Tirpitz, Manager
          Romerstr. 71-73, 53111 Bonn

          Wolfgang Kalker, Insolvency Manager
          Kolnstr. 135, 53757 Sankt Augustin
          Phone: 02241/ 90600
          Fax: 02241906090
          Nonnenstrasse 37, 04229 Leipzig


BAUSTOFF SORTIER: Administrator Takes over Operations
-----------------------------------------------------
The district court of Stuttgart opened bankruptcy proceedings
against Baustoff Sortier- und Verwertungs GmbH on Sept. 28.
Consequently, all pending proceedings against the company have
been automatically stayed.  Creditors have until Nov. 9, 2004 to
register their claims with court-appointed provisional
administrator Dr. Volker Viniol.

Creditors and other interested parties are encouraged to attend
the meeting on Dec. 2, 2004, 9:45 a.m. at AG Stuttgart,
Hauffstr. 5, EG, Saal 4 at which time the administrator will
present his first report of the insolvency proceedings.  The
court will also verify the claims set out in the administrator's
report during this meeting, while creditors may constitute a
creditors committee and or opt to appoint a new insolvency
manager.

CONTACT:  BAUSTOFF SORTIER- UND VERWERTUNGS GMBH u. Co. KG
          (HRA 28151, AG Charlottenburg)
          Prenzlauer Promenade 101, 13189 Berlin

          BAUSTOFF SORTIER- UND VERWERTUNGS VERWALTUNGS GMBH
          Contact:
          Lore Schauffele, Manager

          Dr. Volker Viniol, Insolvency Manager
          Danneckerstr. 52, 70182 Stuttgart
          Phone: 0711/238890


BEAUTY REINIGUNG: Creditors Have Until Next Month to File Claims
----------------------------------------------------------------
The district court of Munich opened bankruptcy proceedings
against Beauty Reinigung & Dienstleistung GmbH, formerly
ConceptClean GmbH Gebaudereinigungs- u. Managementservice on
Aug. 22.  Consequently, all pending proceedings against the
company have been automatically stayed.  Creditors have until
Nov. 10, 2004 to register their claims with court-appointed
provisional administrator Dr. Bruno Kubler.

Creditors and other interested parties are encouraged to attend
the meeting on Dec. 14, 2004, 11:00 a.m. at Infanteriestr. 5,
Sitzungssaal 102 at which time the administrator will present
his first report of the insolvency proceedings.  The court will
also verify the claims set out in the administrator's report
during this meeting, while creditors may constitute a creditors
committee and or opt to appoint a new insolvency manager.

CONTACT:  BEAUTY REINIGUNG & DIENSTLEISTUNG GMBH
          Berg-am-Laim-Str. 65 in 81673 Munchen

          Dr. Bruno Kubler, Insolvency Manager
          Konrad-Zuse-Platz 1, 81829 Munchen
          Phone: 99299-0
          Fax: 99299-299


BIG BEN: First Creditors' Meeting Set November
----------------------------------------------
Creditors and other interested parties in BIG BEN Gastronomie-
Betriebe GmbH & Co. Kommanditgesellschaft are encouraged to
attend a meeting on Nov. 24, 2004, 9:05 a.m. at the district
court of Koln, Hauptstelle, Luxemburger Strasse 101, 50939 Koln,
1. Etage, Saal 142 for the administrator's first insolvency
proceedings report.  BIG BEN has been under bankruptcy
proceedings since Oct. 1.

The court will also verify the claims set out in the
administrator's report during this meeting, while creditors may
constitute a creditors committee and or opt to appoint a new
insolvency manager.

CONTACT:  BIG BEN GASTRONOMIE-BETRIEBE GMBH & CO.
          KOMMANDITGESELLSCHAFT
          Im Klapperhof 48, 50670 Koln
          Contact:
          Hans Josef Hambloch, Manager
          Kuchelner Str. 91, 50226 Frechen
          Karl Heinz Eichler, Manager
          Zieskovener Str. 9, 50354 Hurth

          Dr. Christoph Niering, Insolvency Manager
          Brabanter Str. 2, 50674 Koln
          Phone: 92081-137
          Fax: +492219208197


DELITZSCHER REISE: Leipzig Court Appoints Administrator
-------------------------------------------------------
The district court of Leipzig opened bankruptcy proceedings
against Delitzscher Reise GmbH on Oct. 1.  Consequently, all
pending proceedings against the company have been automatically
stayed.  Creditors have until Nov. 15, 2004 to register their
claims with court-appointed provisional administrator Joachim M.
E. Voigt.

Creditors and other interested parties are encouraged to attend
the meeting on Dec. 14, 2004, 1:45 a.m. at Saal 145 district
court of Leipzig at which time the administrator will present
his first report of the insolvency proceedings.  The court will
also verify the claims set out in the administrator's report
during this meeting, while creditors may constitute a creditors
committee and or opt to appoint a new insolvency manager.

CONTACT:  DELITZSCHER REISE GMBH
          Schulze-Delitzsch-Str. 15, 04509 Delitzsch
          Phone: 034202 - 7 03 12
          Fax: 034202 - 7 03 13
          E-mail: info@delitzscher-reise.de
          Web site: http://www.delitzscher-reise.de

          Contact:
          Gerald Lange, Manager
          Amtsgericht Leipzig, HRB 5624

          Joachim M. E. Voigt, Insolvency Manager
          Jacobstrasse 25, 04105 Leipzig


ELSNER PLANUNGSGESELLSCHAFT: Succumbs to Bankruptcy
---------------------------------------------------
The district court of Munich opened bankruptcy proceedings
against Elsner Planungsgesellschaft fur Stahlbau mbH on Sept.
28.  Consequently, all pending proceedings against the company
have been automatically stayed.  Creditors have until Nov. 4,
2004 to register their claims with court-appointed provisional
administrator Barbara Beutler.

Creditors and other interested parties are encouraged to attend
the meeting on Dec. 7, 2004, 10:45 a.m. at Infanteriestr. 5,
Sitzungssaal 102 at which time the administrator will present
his first report of the insolvency proceedings.  The court will
also verify the claims set out in the administrator's report
during this meeting, while creditors may constitute a creditors
committee and or opt to appoint a new insolvency manager.

CONTACT:  ELSNER PLANUNGSGESELLSCHAFT FUR STAHLBAU MBH
          Bahnhofstr. 37 in 82152 Planegg

          Barbara Beutler, Insolvency Manager
          Schwanthalerstr. 32, 80336 Munchen
          Phone: 089/54511-0
          Fax: 089/54511-444


FATMA ATA: Sets Creditors' Meeting November
-------------------------------------------
Creditors and other interested parties in Fatma Ata are
encouraged to attend a meeting on Nov. 24, 2004, 9:50 a.m. at
the district court of Koln Hauptstelle, Luxemburger Strasse 101,
50939 Koln, 1. Etage, Saal 142 for the administrator's first
insolvency proceedings report.  Fatma has been under bankruptcy
proceedings since Oct. 4.

The court will also verify the claims set out in the
administrator's report during this meeting, while creditors may
constitute a creditors committee and or opt to appoint a new
insolvency manager.

CONTCT:  FATMA ATA
         Karl-Krekeler Str. 48, 51373 Leverkusen

         Dr. Frank Kebekus, Insolvency Manager
         Scheibenstrasse 45, 40479 Dusseldorf


GSG-DIALOG: Creditors' Claims Due November
------------------------------------------
The district court of Munich opened bankruptcy proceedings
against GSG-Dialog GmbH Marketing & Training on Sept. 24.
Consequently, all pending proceedings against the company have
been automatically stayed.  Creditors have until Nov. 8, 2004 to
register their claims with court-appointed provisional
administrator Dr. Martin Prager.

Creditors and other interested parties are encouraged to attend
the meeting on Dec. 15, 2004, 10:00 a.m. at Infanteriestr. 5,
Sitzungssaal 102 at which time the administrator will present
his first report of the insolvency proceedings.  The court will
also verify the claims set out in the administrator's report
during this meeting, while creditors may constitute a creditors
committee and or opt to appoint a new insolvency manager.

CONTACT:  GSG-DIALOG GMBH MARKETING & TRAINING
          Mozartstr. 14 a in 82110 Germering
          Phone: 089/84005-0
          Fax: 089/84005-100
          E-mail: gsg@gsg-dialog.de
          Web site: http://www.gsg-dialog.de

          Dr. Martin Prager, Insolvency Manager
          Barthstr. 16, 80339 Munchen
          Phone: 089/8589633
          Fax: 089/85896350


MG TECHNOLOGIES: Subsidiary Acquires Heat Exchanger Specialist
--------------------------------------------------------------
GEA AG acquired WTT Wilchwitzer Thermo-Technik GmbH (WTT) with
immediate effect.  The parties to the deal have agreed not to
disclose the purchase price.  This acquisition strengthens GEA's
core business in its Process Equipment division.  The profitable
WTT Group is based in Nobitz-Wilchwitz in eastern Germany and
reported sales of around EUR22 million for 2003; it has roughly
110 employees.  The transaction is still subject to approval by
the competent antitrust authorities.

WTT produces a broad range of soldered plate heat exchangers
that can be used in virtually any industrial process in which
media have to be heated or cooled.  The company and its products
command a leading position in the global market.  The merger of
WTT's and GEA's plate heat exchanger activities within GEA's
Process Equipment division will substantially increase the mg
subsidiary's share of this global market.

Mg technologies AG, headquartered in Frankfurt am Main, is an
international technology group that focuses on specialty
mechanical engineering -- especially process engineering and
equipment -- and plant engineering.  The company generated sales
of roughly EUR4.1 billion -- excluding Dynamit Nobel and other
discontinued operations -- in 2003.  At June 30, 2004, the
company employed around 17,000 people and is one of the world's
market and technology leaders in 90 percent of its businesses.

CONTACT:  MG TECHNOLOGIES AG
          Communications
          Phone: +49 (0) 69 71199 241
          Fax: +49 (0) 69 71199 112
          Web site: http://www.mgtechnologies.com


=============
H U N G A R Y
=============


SKYLINE CENTRUM: Succumbs to Bankruptcy
---------------------------------------
Economic and Transport Ministry's Trade Licensing Office deleted
Skyline Centrum Kft. from the registry of tour operators, says
Budapest Business Journal.

The licensing office deleted Skyline, which declared bankruptcy
Thursday, after finding deficiencies in the tour operator's
insurance policy during its annual inspection.  Around 250
clients have already booked tours with Skyline, the firm's
managing director said, adding no client is currently touring
abroad.

CONTACT:  SKYLINE CENTRUM KFT.
          1021 Budapest
          Margit Krt. 69
          Phone: 336-2420
          E-mail: skyline@skyline.hu.
          Web site: http://www.skyline.hu


=========
I T A L Y
=========


CIRIO DEL MONTE: African Arm Loses Suit Filed by Former Workers
---------------------------------------------------------------
An African court ordered the Kenyan subsidiary of Cirio del
Monte, to pay three former staff around KES5.5 million in
compensation for health hazards, The Standard says.

Lucy Mweru Kibaki, Joyce Mwikali Metho and Rose Nduku King'oo
filed damage suit against Cirio after suffering injuries from
toxic gas emissions at the food group's pineapple-processing
factory.

Ms. Mweru told Justice Michael Khamoni her health started to
deteriorate in March 2000 after inhaling toxic emissions from
Cirio's the plant in Thika.  Ms. Mweru said she suffered from
diarrhea, abdominal spasms and a bloated abdomen and had to be
admitted at Central Memorial Hospital.  Ms. Mweru testified she
miscarried a five-month pregnancy and developed peptic ulcers,
which might require surgery.  She also told the court after her
experience at Cirio, she suffered from distress due to reduced
fertility.

Ms. Mwikali, for her part, told the court she suffered emotional
disturbances, which would require continuous medical attendance,
and had a miscarriage.  The court disputed her miscarriage
claim.

Justice Khamoni expressed concern over the repetitive occurrence
of industrial accidents at Cirio's Thika plant.  He said, "I
have found no answer in the proceedings why those repetitions
had to be even after some people lost their lives."

The judge ruled it is Cirio's responsibility to take all
precautions for the safety of its employees and not to expose
them to risks, which the company knew or ought to have avoided.
Justice Khamoni said Cirio should have provided its employees
with adequate safety equipment, suitably safe environment, and
proper working systems.

After evaluating the plaintiffs' injuries, Khamoni ordered Cirio
to pay Ms. Mweru around KES2,340,000 in general damages and
KES7,400 in special damages;  Ms. Mwikali around KES1,805,000 in
general damages, future medical costs and loss of amenities and
KES3,500 in special damages; and Ms. Nduku around KES1,656,420
in compensation for pain, loss of amenities and future medical
costs.

CONTACT:  CIRIO DEL MONTE KENYA LTD.
          P.O. Box 147
          01000 Thika, Kenya

          CIRIO DEL MONTE
          Strada Provinciale per Podenzano, 10
          29010 San Polo di Podenzano
          Phone: 800 885030
          Fax: 0523 536 340
          E-mail: web.cirio@cirio.it
          Web site: http://www.cirio.it


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


LAURUS N.V.: Plans EUR200 Million Rights Issue
----------------------------------------------
Highlights:

(a) Laurus N.V. announces EUR200 million fully underwritten
    rights offering,

(b) Offering will enable Laurus to accelerate the investment in
    its store portfolio, to reduce its debt and to strengthen
    its equity position,

(c) Major shareholder Casino to take up at least 51.2% of the
    offering,

(d) Offering to be preceded by a 1-for-10 share consolidation
    and reduction in the nominal value of each share,

(e) Extraordinary general meeting of shareholders to be held on
    2 Nov. 2004,

(f) Combined like-for-like sales in first three quarters
    decreased by 8.1% compared with the same period in 2003

Laurus N.V. intends to raise, subject to necessary shareholder
approval and other customary conditions, approximately EUR200
million through the issue of new ordinary shares as part of a
fully underwritten rights offering.  The net proceeds of the
rights offering will allow Laurus to accelerate the investment
required for the repositioning of its three banners (Edah,
Konmar and Super De Boer), to reduce its debt and to strengthen
Casino Guichard-Perrachon S.A. (Casino), the holder of 38.7% of
Laurus' issued shares, has agreed to participate in the rights
offering by exercising the subscription rights it will receive
in relation to its shareholding.

In addition, Casino has agreed to purchase and exercise the
subscription rights that ABN AMRO Bank, ING Bank and Rabobank
will receive in relation to their 12.5% shareholding in Laurus
(that is subject to a call option agreement with Casino).  A
syndicate of banks will underwrite the remainder of the
offering.

           Background to and Reasons for the Offering

Where Laurus Has Come From

In 2002, after abandoning its implementation of a single banner
strategy and after a number of management changes, Laurus went
through a financial restructuring.

As part of that financial restructuring, Casino became Laurus'
major shareholder and Laurus set a number of short-term and
medium to long-term strategic goals.

The short-term goals related to the rationalization and
restructuring of non-performing banners, as well as improvement
of the cost structure (back-office).

The investments in the banners were set as a medium to long-term
goal.

Over the past two years Laurus has made significant progress in
achieving its short-term goals, including:

(a) disposal of loss-making operations in Spain and Belgium;

(b) disposal or closure of certain loss-making operations in The
    Netherlands;

(c) modernization and stabilization of management information
    and financial reporting systems;

(d) rationalization of logistics infrastructure;

(e) strengthening of purchasing position with suppliers through
    the creation of a centralized purchasing department;

(f) improvement in performance of the back-office and reduction
    in back-office costs.

As a result of these cost reductions and other measures (some
are still in the execution phase), the Company's cost base is
expected to be approximately EUR50 million lower in 2005 and
subsequent years compared to its cost base for 2003.

Following the realization of its short-term goals, Laurus had
originally planned to focus on its medium to long-term goals of
improving the positioning of and increasing the investment in
its banners using cash flow from operating activities.

The plan was to first revitalize Super De Boer and restore
Konmar to profitability (from 2004 to 2005) and then to
reposition Edah (from 2005 to 2007).  However, as a result of
the combination of depressed consumer spending and the price war
in the Dutch food-retail sector, the banners have become more
vulnerable and, therefore, the process of improving the
positioning of and investing in the banners needs to be
accelerated.

Positioning of Laurus' Banners

In recent years, the formats of the stores operated under
Laurus' three banners have become too similar and have lacked
sufficient distinctiveness.  The formats have also suffered from
a lack of capital investment.  This, in combination with
depressed consumer spending and the price war that started in
October 2003, has caused Laurus to lose market share and has
impacted the perceived price/quality proposition of the banners.
All three banners have shown negative like-for-like sales to
date in 2004 and gross margin is below expectations.  In order
to improve the positioning of its banners, the strategy of
Laurus is to:

(a) reposition the Edah stores as an "Every Day Low Prices" or
    "EDLP" format under the name "Edah Lekker & Laag";

(b) launch a new "EDLP" superstore format to take advantage of
    the potential opportunities offered by the size and location
    of the existing Konmar Superstores;

(c) revitalize the Super De Boer stores by introducing a new
    store "look and feel" and lay-out; and

(d) optimize the use of the locations and formats of stores
    within the current store portfolio.

Repositioning of Edah

Edah used to be a popular discount supermarket that offered
consumers a good range of products and good value for money.
Over recent years, Edah has taken on too many of the
characteristics of a full service format.  Laurus' strategy for
Edah is to go back to its successful discount roots and
reposition it as an EDLP discount supermarket under the banner
"Edah Lekker & Laag".

Earlier this year, a successful pilot of the new store format
was tested.  This involved repositioning six Edah stores at
various locations across The Netherlands.

Laurus wants "Edah Lekker & Laag" to be a format where customers
can shop for products at prices that are competitive compared
with the hard discounters such as Aldi and Lidl, but with a
wider range of products than a customer would typically find in
a hard discounter.  "Edah Lekker & Laag" will carry 6,000
products on average, of which at least 30% will be private label
products.  A phased implementation plan for the conversion of
the Edah stores to the "Edah Lekker & Laag" format is planned
and it is intended to have converted between 40 and 50 stores by
the end of 2004, a further 100 stores by the end of 2005 and the
remainder of the Edah stores that Laurus operates in 2006.

Launch of a New EDLP Superstore Format

Laurus currently has 43 superstores operating under the Konmar
banner.  In the light of market conditions in the first half of
2004, Konmar took various steps to adapt its customer
proposition including price-cuts of 7% on average on more than
5,000 products, improved fresh-food departments and the
introduction of larger ranges in product groups such as wines,
international food, cosmetics and other non-food products.

Notwithstanding this, Konmar's financial performance has
continued to decline and has led us to reconsider the long-term
future of the Konmar banner and the best way to exploit a
superstore format.  In the Dutch food-retail market, the
discount segment is sizeable and growing and the continuing
price war has underlined the importance of cost and price
leadership.

Laurus plans to launch a new superstore format that intends to
harness these market trends.

This format will operate as an EDLP discount format with an
extensive assortment of products, particularly fresh produce.
Given the large size and location of the superstores, the new
format will aim to have regional reach.  Whilst it is intended
that the new format will offer highly competitive prices, it
will not compromise service or quality.  The launch of two pilot
stores is planned for the first quarter of 2005.  Depending on
the results of operations at these pilot stores, Laurus expects
to take a decision in the first six months of 2005 on whether or
not to roll-out the new format to all of its superstores over
the next couple of years.

Revitalization of Super De Boer

Since its establishment, Super De Boer has developed into a
well-recognized banner.  It benefits greatly from the
combination of the local knowledge and experience of its
franchisees and the central direction and economies of scale
that Laurus can offer.  Laurus strongly believes that Super De
Boer's results of operations have primarily suffered as a result
of a lack of investment since Super De Boer was launched in
1998, rather than any fundamental problem with the store format.

The strategy to address this lack of investment is to revitalize
the Super De Boer stores, giving them a new "look and feel" and
layout, and to focus on developing fresh produce and private
label ranges.  Laurus began to address this in the final quarter
of 2003 with the introduction of a large number of new products
across various fresh-food groups.  However, it was decided that
further steps needed to be taken and at the end of October 2004,
an extensive revitalization  program for Super De Boer,
operation "ReFresh Express", will be launched.

"ReFresh Express" is aimed at modernizing Super De Boer and
strengthening its position as a full-service format, providing
better value for money and an up-to-date product range with an
emphasis on high quality private label products and fresh
produce assortment.  Laurus' aim is that Super De Boer should be
the supermarket of choice in its local area. Laurus has planned
a phased approach for the implementation of this project and
aims to have modernized a total of approximately 300 stores
(operated by Laurus and its franchisees) by mid-2005.

Optimization of the Store Portfolio

Laurus' aim is to ensure that in any store location it is
exploiting the format with the largest local opportunity. As a
result, certain Edah stores may, depending on a number of
factors including size, location and competitors, switch formats
to become Super De Boer stores and vice versa.

Acceleration of Investment in Store Portfolio

Whilst, as part of its recovery plan, Laurus planned for the
capital expenditure required to complete the investment in its
stores, the Company needs to accelerate the implementation of
the investment in order to maintain and improve the market
position of its banners and consequently requires additional
capital.

In total, Laurus currently expects the capital expenditure
required for the investments in the stores that it operates to
be approximately EUR114 million for Edah in 2004 to 2006,
between approximately EUR70 million and EUR80 million for
Konmar in 2005 to 2006 and approximately EUR79 million for Super
De Boer in 2004 to 2006.  Investments will also be needed to
further improve Laurus' back-office and the logistics network.

Sales figures for the first three quarters of 2004 (week 1-40)
Market circumstances remained difficult in the third quarter of
2004.  Sales level of the Dutch food-retail market declined by
0.1% in the third quarter of 2004 compared with the same period
in 2003.  This contrasted with the 0.5% increase in the first
half of 2004 compared with the first half of 2003.  In addition,
the price war has recently been extended to private label
products.

Laurus' key results for the first three quarters of 2004 are:

(a) combined like-for-like consumer sales at Edah, Konmar and
    Super De Boer fell by 8.1% in the first three quarters of
    2004;

(b) total consumer sales by the Laurus formats were EUR3,139
    million (2003:EUR3,498 million);

(c) Edah, Konmar and Super De Boer recorded net sales of
    EUR2,635 million in the first three quarters of 2004 (2003:
    EUR2,986 million);

(d) combined market share of 16.6% in the first three quarters
    of 2004 (first half of 2004: 16.8%);

(e) slight increase of gross margin in the third quarter of 2004
    -- compared to the first half year of 2004 -- as a result of
    better buying conditions and efficiencies in the logistics
    network;

(f) in absolute terms, gross operating income is under pressure,
    due to the lower sales base;

(g) lower gross operating income only partly compensated by cost
    savings in stores and back-office; and

(h) cash flow in the third quarter of 2004 is positive, at a
    level in line with the first half year of 2004.

For the year 2004, Laurus expects a negative net income from
operating activities.

Number of stores in The Netherlands


                            Oct. 3,  June 30,  Dec. 31,  Oct. 5,
                              2004    2004     2003    2003

Edah                           287     287     269     264
of which franchisees            57      58      58      60
Konmar                          43      43      90     105
of which franchisees             4       4       4       4
Super De Boer                  390     392     369     363
of which franchisees           203     206     214     217
Total                          720     722     728     732
of which franchisees           264     268     276     281

Laurus' Equity Position

As at 31 December 2003, Laurus' shareholders' equity was EUR90
million.  On 1 September 2004, Laurus announced a net loss of
EUR15 million for the first half of 2004 and accordingly Laurus'
shareholders' equity as at 30 June 2004 was EUR75 million.

In the remainder of 2004, Laurus expects the difficult trading
environment to continue.  As a consequence of developments in
the financial and operating results of the former Groenwoudt
stores, acquired by Laurus in 2000, the Company expects to
record a (non-cash) goodwill impairment charge of between EUR60
million and EUR80 million at the end of the financial year 2004.

In addition, we will record the previously announced
restructuring charge of EUR25 million in connection with Project
Bridge, a project to reduce our headcount by approximately 1,290
full-time equivalents, in the second half of 2004.

Based on an equity position at 30 June 2004 of EUR75 million,
taking into account our current expectation of the impairment
charge, the restructuring charge and an expected operating loss
in the second half of 2004, without the proceeds from the
proposed rights offering, Laurus would expect to have negative
shareholders' equity by year-end.

In addition, Laurus currently estimates that the introduction of
International Financial Reporting Standards (IFRS) in 2005 could
further reduce equity by approximately EUR70 million (non-cash),
mainly as a result of changes in the treatment of costs and
provisions relating to pensions (estimated to be approximately
EUR60 million).

                         The Offering

Purpose of the Offering

The proposed capital raising will:

(a) enable Laurus to accelerate the investment in its banners,
    without additional drawings under its credit facilities;

(b) strengthen Laurus' equity position with a view to have
    positive shareholders' equity not only at year-end 2004, but
    also after the introduction of IFRS on 1 January 2005;

(c) allow Laurus to initially reduce its indebtedness, as
    capital expenditure in relation to the investments in the
    banners would be phased from 2004 to 2006 Details of the
    offering

(d) rights offering to raise EUR 200 million;

(e) major shareholder Casino to take up at least 51.2% of the
    offering by:

     (i) exercising the rights it will receive in relation to
         its 38.7% shareholding in Laurus;

    (ii) purchasing and exercising the rights the banks will
         receive I n relation to their 12.5% shareholding in
         Laurus;


   (iii) agreeing to a lock-up of 180 days after closing;

    (iv) the remainder of the offering will be underwritten,
         subject to customary conditions, by a syndicate of
         banks consisting of ABN AMRO Rothschild and ING
         Investment Banking, as Joint Global Co-ordinators, and
         Rabo Securities as co-lead manager;

     (v) definitive terms of the offering, including the number
         of shares to be issued and the subscription price are
         expected to be announced upon launch of the offering;

    (vi) the offering is subject to certain customary
         conditions, including necessary shareholder approval as
         described below.

Share Consolidation and Reduction in Nominal Value

Following the financial restructuring in 2002, Laurus' share
capital consists of a relatively large number of shares that
have been trading around or below EUR1.00 per share.  The
Company considers this to be undesirable as any small change in
the price of its shares appears disproportionate in percentage
terms compared with changes in the price of shares in other
companies.  The Company therefore proposes to reduce the number
of outstanding shares by means of a 1 for 10 share
consolidation, resulting in a nominal value per share of EUR2.00
(from EUR0.20).

Following the share consolidation, Laurus proposes to lower the
nominal value of each share from EUR2.00 per share to EUR1.30
per share in order to have its issued share capital correspond
more with its shareholders' equity.

Shareholders' Meeting

Laurus' supervisory board and board of management has called an
Extraordinary General Meeting of Shareholders for 2 November
2004, at which shareholders will be asked to vote on:

(a) granting certain authorizations to the board of management
    as required for the execution of the offering;

(b) amendments to Laurus' articles of association for the
    purpose of:

     (i) an increase in Laurus' authorized share capital, the
         share consolidation, the reduction in the nominal value
         of the shares from EUR2.00 to EUR1.30 per share
         (following the share consolidation) and the
         cancellation of repurchased shares; and

    (ii) implementing changes to Dutch company law, effective as
         1 October 2004, in connection with the modification of
         the rules relating to the Large Company regime.

In connection with the EGM, Laurus has published an explanatory
memorandum for shareholders, describing in detail the background
to and reasons for the offering, giving further details of the
proposed share consolidation and reduction in nominal value of
its shares and setting out the proposed changes to Laurus'
articles of association to implement the changes to Dutch
company law in connection with the modification of the rules
relating to the Large Company regime.  Both the EGM notice and
explanatory memorandum are available on the Company's Web site
at http://www.laurus.nl.

About Laurus

Laurus N.V. was formed on 30 October 1998 through a merger of De
Boer Unigro N.V. and Vendex Food Groep B.V.  With a market share
of approximately 17%, about 26,000 employees and 720
supermarkets, Laurus is one of the main food retail
organizations in The Netherlands. Laurus operates the Edah,
Konmar and Super De Boer banners in The Netherlands.  Laurus has
its own stores and also works with franchisees that operate
supermarkets under the three banners.

Laurus' shares are listed on Euronext Amsterdam [LAU NA].  The
Company is included in the Next150, Midkap and Food and Drug
retailers indices.  Options on Laurus' shares are also traded on
Euronext Amsterdam (as of November 2004 on EuronextLiffe).

                            *   *   *

This announcement is not for release, distribution or
publication, whether directly or indirectly and whether in whole
or in part, into or in the United States, Australia, Canada,
Japan, or Italy.

This document does not constitute, or form part of, an offer, or
solicitation of an offer, to purchase or subscribe for any
rights, shares or other securities in any jurisdiction.

A full copy of the press release is available free of charge at:
http://bankrupt.com/misc/Laurus_1H2004.pdf

CONTACT:  LAURUS N.V.
          Press Contact:
          F. Kremer
          Phone: +31 (0)73 622 37 14
                 +31 (0)6 22 45 88 57


=============
R O M A N I A
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C.N. TRANSELECTRICA: Corporate Credit Rating Raised to 'BB'
-----------------------------------------------------------
Standard & Poor's raised its long-term corporate credit rating
on Romania-based electricity transmission system operator C.N.
Transelectrica S.A. to 'BB' from 'BB-'.  The outlook is stable.

"The upgrade reflects the decreasing regulatory and market
risks, as well as improved forecast financial performance," said
Standard & Poor's credit analyst Andreas Zsiga.

Romania's improved macroeconomic stability, economic reforms,
and its possible accession to the E.U. by 2007 reduce the risk
for adverse politically influenced actions.  Transelectrica
continues to be exposed to the Romanian economy, which is weaker
and less stable than most Western European economies.
Transelectrica's payment collection problems are decreasing, but
remain a negative factor for the rating.

Transelectrica's total debt was Romanian lei 4,382 billion
(EUR107 million) at Aug. 31, 2004.

Transelectrica's financial profile is expected to weaken in the
medium term owing to investments of about EUR100 million -
EUR150 million per year to upgrade old transmission assets.
This is expected to be balanced, however, by the reduced risk of
adverse politically influenced actions, and increased prospects
for an improved regulatory environment.

The company would likely be indirectly affected by any change to
the Republic of Romania.  If the ratings on the Republic of
Romania change, however, the ratings on Transelectrica will be
reviewed separately.

Ratings information is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis
system, at http://www.ratingsdirect.com. It can also be found
at http://www.standardandpoors.com. 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: media_europe@standardandpoors.com.

CONTACT:  STANDARD AND POOR'S RATING SERVICES
          Group E-mail Address
          infrastructureeurope@standardandpoors.com


===========
R U S S I A
===========


AKADEMIYA: Appoints A. Makarov Insolvency Manager
-------------------------------------------------
The Arbitration Court of Saint-Petersburg and the Leningrad
region has commenced bankruptcy supervision procedure on limited
liability trading house Akademiya.  The case is docketed as A56-
1242/04.  Mr. A. Makarov has been appointed temporary insolvency
manager.  Creditors may submit their proofs of claim to Russia,
Saint-Petersburg, Pushkin-7, Post User Box 4.  A hearing will
take place on December 21, 2004.

CONTACT:  AKADEMIYA
          Russia, Saint-Petersburg,
          Moskovskiy Pr. 56

          Mr. A. Makarov
          Temporary Insolvency Manager
          Russia, Saint-Petersburg,
          Pushkin-7, Post User Box 4


KRASNOURALSKIY BUILDER: Last Day for Filing Claims Set
------------------------------------------------------
The Arbitration Court of Sverdlovsk has commenced bankruptcy
proceedings against Krasnouralskiy Builder (TIN 6618000766)
after finding the close joint stock company insolvent.  The case
is docketed as A60-29089/04-S4.  Mr. V. Legalov has been
appointed insolvency manager.  Creditors have until November 17,
2004 to submit their proofs of claim to 620017, Russia,
Ekaterinburg, Starykh Bolshevikov Str. 2a/2-209.

CONTACT:  KRASNOURALSKIY BUILDER
          624330, Russia,
          Sverdlovsk region, Krasnouralsk,
          Prigorodnaya Str. 6

          Mr. V. Legalov
          Insolvency Manager
          620017, Russia,
          Ekaterinburg,
          Starykh Bolshevikov Str. 2a/2-209


LENINSK-KUZNETSKIY: Under Bankruptcy Supervision
------------------------------------------------
The Arbitration Court of Kemerovo region has commenced
bankruptcy supervision procedure on open joint stock company
Leninsk-Kuznetskiy Khlad-Combine.  The case is docketed as A27-
4571/2004-4.  Mr. E. Struk has been appointed temporary
insolvency manager.

Creditors may submit their proofs of claim to 652560, Russia,
Kemerovo region, Polysaevo, Kosmonavtov Str. 92-122.  A hearing
will take place on November 29, 2004, 2:00 p.m.

CONTACT:  LENINSK-KUZNETSKIY KHLAD-COMBINE
          Russia, Kemerovo region, Polysaevo

          Mr. E. Struk
          Temporary Insolvency Manager
          652560, Russia,
          Kemerovo region, Polysaevo,
          Kosmonavtov Str. 92-122


METIZNIY FACTORY: Court Sets Next Hearing Mid-January
-----------------------------------------------------
The Arbitration Court of Altay has commenced bankruptcy
supervision procedure on open joint stock company Metizniy
Factory.  The case is docketed as A03-7435/04-B.  Mr. V.
Menyaylo has been appointed temporary insolvency manager.

Creditors may submit their proofs of claim to 656049, Russia,
Altay region, Barnaul, Sotsialisticheskiy Pr. 85, Post User Box
3503.  A hearing will take place at 656015, Russia, Barnaul,
Lenina Pr. 76, hall 415 on January 19, 2005, 2:15 p.m.

CONTACT:  METIZNIY FACTORY
          658210, Russia,
          Altay region, Rubtsovsk,
          Krasnaya Str. 100

          Mr. V. Menyaylo
          Temporary Insolvency Manager
          656049, Russia,
          Altay region, Barnaul,
          Sotsialisticheskiy Pr. 85,
          Post User Box 3503
          Phone: 8 (3852) 36-60-65


MOSCOW SPECIAL: Under Bankruptcy Supervision
--------------------------------------------
The Arbitration Court of Moscow has commenced bankruptcy
supervision procedure on open joint stock company Moscow Special
Art - Design Office of Easy Mechanical Engineering.  The case is
docketed as A40-29014/04-73-19B.  Mr. A. Sergovskiy has been
appointed temporary insolvency manager.

Creditors may submit their proofs of claim to 101000, Russia,
Moscow, Lubyanskiy Pr. 5, Building 1.  A hearing will take place
on December 23, 2004, 11:30 a.m.

CONTACT:  MOSCOW SPECIAL ART - DESIGN OFFICE
          OF EASY MECHANICAL ENGINEERING
          Russia, Moscow,
          Volochaevskaya Str. 38

          Mr. A. Sergovskiy
          Temporary Insolvency Manager
          101000, Russia, Moscow,
          Lubyanskiy Pr. 5, Building 1


PROKOPYEVSKIY CITY: Hires A. Zakharov as Insolvency Manager
-----------------------------------------------------------
The Arbitration Court of Kemerovo region has commenced
bankruptcy supervision procedure on open joint stock company
Prokopyevskiy City Dairy.  The case is docketed as A27-
16094/2004-4.  Mr. A. Zakharov has been appointed temporary
insolvency manager.

Creditors may submit their proofs of claim to 653052, Russia,
Kemerovo region, Prokopyevsk, 10th Location, 13-16.  A hearing
will take place on February 21, 2005, 11:30 a.m.

CONTACT:  PROKOPYEVSKIY CITY DAIRY
          653013, Russia,
          Kemerovo region, Prkopyevsk,
          Melnichnaya Str. 3

          Mr. A. Zakharov
          Temporary Insolvency Manager
          653052, Russia,
          Kemerovo region, Prokopyevsk,
          10th Location, 13-16


SIBERIA: Gives Creditors Until Next Month to File Claims
--------------------------------------------------------
The Arbitration Court of Altay region has commenced bankruptcy
proceedings against Siberia after finding the close joint stock
company insolvent.  The case is docketed as A03-11117/03-B.  Mr.
A. Bakharev has been appointed insolvency manager.  Creditors
have until November 17, 2004 to submit their proofs of claim to
659305, Russia, Altay region, Biysk, Post User Box 46.

CONTACT:  SIBERIA
          659514, Russia, Altay region,
          Krasnogorskiy region, Ust-Kazha

          Mr. A. Bakharev
          Insolvency Manager
          659305, Russia, Altay region, Biysk,
          Post User Box 46


SIBERIAN WOOD: Declared Insolvent
---------------------------------
The Arbitration Court of Kemerovo region has commenced
bankruptcy proceedings against Siberian Wood after finding the
close joint stock company insolvent.  The case is docketed as
A27-1150/2004-4.  Mr. A. Eponeshnikov has been appointed
insolvency manager. Creditors may submit their proofs of claim
to 654011, Russia, Kemerovo region, Novokuznetsk, Post User Box
351.  A hearing will take on January 21, 2005.

CONTACT:  SIBERIAN WOOD
          652840, Russia,
          Kemerovo region, Myski,
          Bezymyannaya Str. 4

          Mr. A. Eponeshnikov
          Insolvency Manager
          654011, Russia, Kemerovo region, Novokuznetsk,
          Post User Box 351


SPECIALIZED MANAGEMENT: Under Bankruptcy Supervision
----------------------------------------------------
The Arbitration Court of Kemerovo region has commenced
bankruptcy supervision procedure on open joint stock company The
Specialized Management on Adjustment of Electro Technical
Equipment.  The case is docketed as A27-6753/2004-4.  Mr. V.
Togulev has been appointed temporary insolvency manager.

Creditors may submit their proofs of claim to 650070, Russia,
Kemerovo, Tereshkovoy Str. 53.  A hearing will take place on
November 19, 2004 at 10:00 a.m.

CONTACT:  THE SPECIALIZED MANAGEMENT ON ADJUSTMENT
          OF ELECTRO TECHNICAL EQUIPMENT
          650070, Russia, Kemerovo,
          Tereshkovoy Str. 53

          Mr. V. Togulev
          Temporary Insolvency Manager
          650070, Russia, Kemerovo,
          Tereshkovoy Str. 53


ZABAYKAL-SPIRT: Chita Court Launches Bankruptcy Proceedings
-----------------------------------------------------------
The Arbitration Court of Chita region has commenced bankruptcy
supervision procedure on OJSC Zabaykal-Spirt.  The case is
docketed as A78-4206/2004-B-49.  Mr. S. Karpov has been
appointed temporary insolvency manager.

Creditors may submit their proofs of claim to 672000, Russia,
Chita, Main Post Office, Post User Box 734.  A hearing will take
place on February 9, 2005, 2:30 p.m.

CONTACT:   ZABAYKAL-SPIRT
           673403, Russia,
           Chita region, Nerchinsk,
           Beregovaya Str. 66

           Mr. S. Karpov
           Temporary Insolvency Manager
           672000, Russia,
           Chita, Main Post Office,
           Post User Box 734


=========
S P A I N
=========


BANCA PRIVADA: Individual Rating Affirmed at 'C'
------------------------------------------------
Fitch Ratings affirmed Banca Privada d'Andorra's ratings at
Long-term 'BBB-', Short-term 'F3', Individual 'C' and Support
'3'.  The rating Outlook is Stable.

The Long-term, Short-term and Individual ratings of BPA reflect
its sound profitability, generally low-risk activities and
adequate franchise in its niche business.  They also consider
its small size, risk concentration and exposure to operational
and reputational risks.

BPA's healthy profitability is mainly supported by increasing
commission income, in spite of relatively high overheads.  This
is largely explained by the bank's focus on the growing fee-
based asset management/private banking activities in the past
few years, which should continue under its aggressive five-year
strategic plan.  BPA also plans to expand its branch network and
reinforce commercial/retail banking activities.  Retail lending
still represents a modest 31% of total assets, and BPA's credit
exposure is fairly low-risk, predominantly related to interbank
placements and investments in fixed-income securities.  Asset
quality is generally sound, but Andorra's small economy leads to
some risk concentration.  Its main risk exposures are
reputational and operational in nature, which management is
taking steps to minimize.

Solvency ratios appear high with capital-to-weighted assets
ratio of 21.6% at end-2003 but must be placed in the context of
exposure to operational risk, which carries no capital charge,
and investments in fixed assets, which affects free capital.
Nevertheless, BPA plans to gradually raise its total capital
ratio through retained earnings and reducing dividend payouts.
Unrealized capital gains on fixed assets exist.

The credit research on BPA is available at
http://www.fitchresearch.comor by contacting Fitch Ratings Desk
in London on Phone: +44 20 7417 6300.

CONTACT:  FITCH RATINGS
          Roger Turro, Barcelona
          Phone: +34 93 323 8406

          Cristina Torrella
          Phone: +34 93 323 8405

          Media Relations:
          Alex Clelland, London
          Phone: +44 20 7862 4084

          BANCA PRIVADA D'ANDORRA
          Placa Rebes,7
          AD500 Andorra la Vella
          Phone: +376 808 400
          Fax: +376 867 729
          E-mail: andorra@bpa.ad
          Web site: http://www.bpa.ad


===========
S W E D E N
===========


LM ERICSSON: Reports Continued Solid Performance
------------------------------------------------
Third quarter summary:

(a) Net sales SEK31.8 billion (SEK28.0 billion), nine months
    SEK92.5 billion (SEK81.5 billion),

(b) Gross margin 47.1% (35.9%)[1],

(c) Operating margin 22.7% (5.2%)[2],

(d) Income after financial items SEK7.0 (1.1) b.[2],

(e) Net income SEK4.8 billion (-SEK3.9 billion), nine months
    SEK13.0 billion (-SEK11.0 billion),

(f) Earnings per share SEK0.30 (-SEK0.25), nine
    months SEK 0.82 (-SEK0.69)

                          Third quarter          Second quarter
SEK b.             2004     2003     Change     2004      Change

Orders booked, net  29.0    28.1        3%     33.1        -13%
Net sales           31.8    28.0       14%     32.6         -2%
Gross margin (%)    47.1%   35.9%[1]    -      47.8%         -
Operating income     7.2     1.5[2]     -      7.7[3]        -
Income after financial
items               7.0     1.1[3]     -      7.8[3]        -
Net income           4.8    -3.9        -      5.3           -
Earnings per share   0.30   -0.25       -      0.33          -
Cash flow before
financing activities
                     5.2     9.1        -      4.3           -
----------
[1] Adjusted for restructuring charges in the third quarter 2003
    SEK1.1 billion

[2] Adjusted for restructuring charges in the third quarter
    2003, net, SEK5.4 billion

[3] Includes positive non-recurring effect of SEK0.3 billion

Net sales in the quarter grew by 14% year-over-year to SEK31.8
billion (SEK28.0 billion) and were slightly down sequentially
mainly due to seasonality but also the gradually abating effect
of operators' catch up spending.  Currency exchange effects
negatively impacted sales by 6% year-over-year.  Orders booked
in the quarter grew by 3% year-over-year to SEK29.0 billion
(SEK28.1 billion) and was down sequentially.

Gross margin was 47.1% (35.9%) compared to 47.8% in the second
quarter.  Income after financial items was SEK7.0 billion
(SEK01.1 billion) compared to SEK7.5 billion excluding the non-
recurring positive effect of SEK0.3 billion in the second
quarter.  Net currency exchange effects, compared to rates one
year ago, have had a negative impact of -SEK1.0 billion on
operating income in the quarter.

Cash flow before financing was SEK5.2 billion (SEK9.1 billion),
compared to SEK4.3 billion the previous quarter.  Work in
progress has increased due to higher business activities.  The
financial position improved, with a net of financial assets and
liabilities, i.e. net cash, of SEK36.8 billion (SEK20.5
billion).

CEO Comments

"We are proud to report continued solid performance," says Carl-
Henric Svanberg, president and CEO of Ericsson.  "Through
leveraging our industry leadership we are experiencing good
progress throughout the world and across technologies.
Understanding of consumer needs, technology leadership and
responsiveness to our customers, will be key to further
reinforce our leading position.

We continue to see healthy margin levels and strong results.
This is a tribute to our employees' ever-present focus on
serving the needs of our customers and delivering operational
excellence. It is our ambition to continue to deliver best in
class margins.

Consumer convenience is crucial for our industry's future
development.  Consumers want personal, reliable and easy-to-use
services with broadband capabilities in both the fixed and
mobile environment.  Converging technologies will enable
seamless services regardless of access method.  Our ability to
provide end-to-end solutions, cutting-edge infrastructure,
handset technology and network integration, will be key to
success.

Ericsson's 3G Evolved, with HSDPA-capabilities, is a cornerstone
in providing mobile broadband for richer consumer experiences.
Our strong position in 3G and technology leadership has enabled
us to take an early lead in HSDPA.

We are enjoying the benefits of our restructuring which enabled
us to increase our focus on future growth areas.  We are well
positioned for profitable growth and continued market
leadership," concludes Carl-Henric Svanberg.

A full copy of the report is available free of charge at
http://bankrupt.com/misc/Ericsson_3Q2004.htm.

CONTACT:  ERICSSON INC.
          Investor Relations:
          Glenn Sapadin
          Phone: +1-212-843-8435
          E-mail: investor.relations@ericsson.com


===========
T U R K E Y
===========


MNG AIRLINES: Long-term Credit Rating on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' long-term
corporate credit rating on Turkey-based airfreight specialist
MNG Airlines Inc. on CreditWatch with negative implications,
given the lack of clarity over the group's current financial
position and business strategy.

"The CreditWatch placement reflects a significant risk relating
to the lack of information on a number of issues, including the
presentation of full-year 2003 annual accounts, trading
information during 2004, the group's current financial position,
and future business strategy," said Standard & Poor's credit
analyst Leigh Bailey.

Furthermore, Standard & Poor's notes that the financial
statements for the full year to Dec. 31, 2003, contained an
auditors comment that the financial statements did not present
fairly, in all material aspects, the financial position of the
company.  This is due principally to the non-consolidation of
the company's 51% ownership in MNG Teknik Ucak Bakim Hizmetleri
a.s. and MNG Kargo Ekspres Yurtici ve Tasimacilik a.s.

In its review of the CreditWatch status, Standard & Poor's will
seek to meet with the management team and obtain further
information on the areas mentioned above.  Depending on the
information received, the rating could be affirmed, lowered, or
withdrawn.

Ratings information is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis
system, at http://www.ratingsdirect.com. It can also be found
at http://www.standardandpoors.com. 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: media_europe@standardandpoors.com.

CONTACT:  STANDARD AND POOR'S RATING SERVICES
          Group E-mail Address
          CorporateFinanceEurope@standardandpoors.com

          MNG AIRLINES
          Ataturk Havalimani
          B Kapisi Teknik Hangar Yani
          34149 Yesilkoy - Istanbul
          Phone: +90 212 468 05 00 (pbx)
          Fax: +90 212 465 45 41
          E-mail: info@mngairlines.com
          Web site: http://www.mngairlines.com


=============
U K R A I N E
=============


GIDROELEMENT: Deadline for Proofs of Claim Set
----------------------------------------------
The Economic Court of Harkiv region commenced bankruptcy
supervision procedure on LLC Plant Gidroelement (code EDRPOU
32336227) on September 16, 2004.  The case is docketed as B-
31/46-04.  Arbitral manager Mr. O. Treskunov (License Number AA
140478) has been appointed temporary insolvency manager.  The
company holds account number 26004010014014 at JSB Factorial-
Bank, Harkiv branch, MFO 351715.

Creditors have until October 31, 2004 to submit their proofs of
claim to:

(a) GIDROELEMENT
    Ukraine, Harkiv region,
    Sidorenkivska Str. 58

(b) Mr. O. Treskunov
    Temporary Insolvency Manager
    61002, Ukraine, Harkiv region,
    Petrovskij Str. 6/8-15
    Phone: 8 (057) 700-55-97

(c) ECONOMIC COURT OF HARKIV REGION
    61022, Ukraine, Harkiv, Svobodi Square,
    5, Derzhprom, 8th entrance


MEGATORG: Lviv Court Prescribes Bankruptcy Supervision Procedure
----------------------------------------------------------------
The Economic Court of Lviv region commenced bankruptcy
supervision procedure on LLC Megatorg (code EDRPOU 31658931).
The case is docketed as 6/280-29/247.  Arbitral manager Mr. R.
Ulyanik (License Number AA 669647) has been appointed temporary
insolvency manager.  The company holds account number
26008001080000 at JSCIB UkrSibbank, Lviv branch, MFO 385327.

Creditors have until October 31, 2004 to submit their proofs of
claim to:

(a) MEGATORG
    79008, Ukraine, Lviv region,
    Staroyevrejska Str. 4

(b) Mr. R. Ulyanik
    Temporary Insolvency Manager
    79052, Ukraine, Lviv region,
    Shiroka Str. 90/16

(c) ECONOMIC COURT OF LVIV REGION
    79010, Ukraine, Lviv region,
    Lichakivska Str. 81


PEREMOGA: Temporary Insolvency Manager Enters Firm
--------------------------------------------------
The Economic Court of Mikolaiv region commenced bankruptcy
supervision procedure on OJSC Peremoga (code EDRPOU 00707828).
The case is docketed as 14/71.  Ms. S. Ratinska (License Number
250053) has been appointed temporary insolvency manager.  The
company holds account number 260052518 at JSPPB Aval, Mikolaiv
regional branch, MFO 326182.

Creditors have until October 31, 2004 to submit their proofs of
claim to:

(a) PEREMOGA
    56180, Ukraine, Mikolaiv region,
    Bashtanskij district, Peremoga,
    Zhukov Str. 21

(b) Ms. S. Ratinska
    Temporary Insolvency Manager
    54000, Ukraine, Mikolaiv region,
    Sadova Str. 1-a
    Phone: (0512) 47-34-64

(c) ECONOMIC COURT OF MIKOLAIV REGION
    54009, Ukraine, Mikolaiv region,
    Admiralska Str. 22


RASSVET: Economic Court Grants Debt Moratorium
----------------------------------------------
The Economic Court of Donetsk region commenced bankruptcy
supervision procedure on LLC Agrofirm Rassvet (code EDRPOU
30813186) on September 14, 2004 and ordered a moratorium on
satisfaction of creditors' claims.  The case is docketed as
15/164 B.  Arbitral manager Mr. Anatolij Grinko (License Number
AA 779155) has been appointed temporary insolvency manager.  The
company holds account number 260092958 at JSPPB Aval,
Starobeshivske branch, MFO 335076.

Creditors have until October 31, 2004 to submit their proofs of
claim to:

(a) AGROFIRM RASSVET
    Ukraine, Donetsk region,
    Starobeshivskij district, Glinki

(b) Mr. Anatolij Grinko
    Temporary Insolvency Manager
    83086, Ukraine, Donetsk region,
    Artema Str. 27, Room 307

(c) ECONOMIC COURT OF DONETSK REGION
    83048, Ukraine, Donetsk region,
    Artema Str. 157


STUDIYA LEVA-TM: Sets Deadline for Filing Claims
------------------------------------------------
The Economic Court of Lviv region commenced bankruptcy
supervision procedure on Studiya Leva-TM, a subsidiary of
Ukrainian-Canadian enterprise LLC Studiya-Leva (code EDRPOU
31362738).  The case is docketed as 6/283-29/250.  Arbitral
manager Mr. R. Ulyanik (License Number AA 669647) has been
appointed temporary insolvency manager.  The company holds
account number 26004000290000 at JSCIB UkrSibbank, Lviv branch,
MFO 385327.

Creditors have until October 31, 2004 to submit their proofs of
claim to:

(a) STUDIYA LEVA-TM
    79000, Ukraine, Lviv region,
    Kostyushka Str. 18

(b) Mr. R. Ulyanik
    Temporary Insolvency Manager
    79052, Ukraine, Lviv region,
    Shiroka Str. 90/16

(c) ECONOMIC COURT OF LVIV REGION
    79010, Ukraine, Lviv region,
    Lichakivska Str. 81


TOREZ' AUTO: Donetsk Court Orders Debt Moratorium
-------------------------------------------------
The Economic Court of Donetsk region commenced bankruptcy
supervision procedure on OJSC Torez' Auto Transport Enterprise
11413 (code EDRPOU 3113704) on September 6, 2004 and ordered a
moratorium on satisfaction of creditors' claims.  The case is
docketed as 5-132 B.  Arbitral manager Mr. Oleksij Davidenko
(License Number 000250) has been appointed temporary insolvency
manager.  The company holds account number 2600731460177 at
Prominvestbank, Torez branch, MFO 335496.

Creditors have until October 31, 2004 to submit their proofs of
claim to:

(a) TOREZ' AUTO TRANSPORT ENTERPRISE 11413
    86600, Ukraine, Donetsk region,
    Torez, Shosejna Str. 1

(b) Mr. Oleksij Davidenko,
    Temporary Insolvency Manager
    86200, Ukraine, Donetsk region,
    Shahtarsk, Lenin Str. 24/118

(c) ECONOMIC COURT OF DONETSK REGION
    83048, Ukraine, Donetsk region,
    Artema Str. 157


UEL: Court Brings in Insolvency Manager to Temporarily Run Biz
--------------------------------------------------------------
The Economic Court of Lviv region commenced bankruptcy
supervision procedure on LLC Uel (code EDRPOU 20806389).  The
case is docketed as 6/279-29/246.  Arbitral manager Mr. R.
Ulyanik (License Number AA 669647) has been appointed temporary
insolvency manager.  The company holds account number
26000000910500 at JSCIB UkrSibbank, Lviv branch, MFO 385327.

Creditors have until October 31, 2004 to submit their proofs of
claim to:

(a) UEL
    79016, Ukraine, Lviv region,
    Vernigora Str. 26

(b) Mr. R. Ulyanik
    Temporary Insolvency Manager
    79052, Ukraine, Lviv region,
    Shiroka Str. 90/16

(c) ECONOMIC COURT OF LVIV REGION
    79010, Ukraine, Lviv region,
    Lichakivska Str. 81


ZLAGODA: Under Bankruptcy Supervision
-------------------------------------
The Economic Court of Cherkassy region commenced bankruptcy
supervision procedure on Agricultural LLC Zlagoda (code EDRPOU
03567581).  The case is docketed as 01/2588.  Arbitral manager
Mr. Volodimir Rekun has been appointed temporary insolvency
manager.

Creditors have until October 31, 2004 to submit their proofs of
claim to:

(a) ZLAGODA
    19040, Ukraine, Cherkassy region,
    Kanivskij district, Kopiyuvate

(b) Mr. Volodimir Rekun
    Temporary Insolvency Manager
    18000, Ukraine, Cherkassy region,
    Ilyin Str. 330/16

(c) ECONOMIC COURT OF CHERKASSY REGION
    18005, Ukraine, Cherkassy region,
    Shevchenko Avenue, 307


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


ABBEY NATIONAL: Santander Shareholders Approve Abbey Takeover
-------------------------------------------------------------
Santander Central Hispano a.s. (Banco Santander) announced that,
at the General Shareholders' Meeting of Banco Santander, the
resolutions necessary to implement the proposed acquisition of
Abbey, including the increase in share capital of Banco
Santander, were duly passed.

The Acquisition remains conditional on certain regulatory and
other approvals including the sanction of the High Court of
England and Wales.  Subject to the satisfaction or waiver of the
remaining conditions, the Acquisition is expected to become
effective on November 12, 2004.

This is a translation of the announcement released in Spain by
Banco Santander relating to the statements made at the meeting:

   The Shareholders' Meeting of Grupo Santander Approves Capital
          Increase for the Acquisition of Abbey National

Lord Burns will remain as Chairman of Abbey and Francisco Gomez
Roldan will be its new Chief Executive.

The Extraordinary General Shareholders' Meeting of Grupo
Santander approved the capital increase for the acquisition of
the U.K. bank Abbey National.  The transaction will involve an
issue of up to 1.511 billion new Santander shares, representing
approximately 24% of the share capital.

The takeover of Abbey by Santander -- the largest cross-border
acquisition in European retail banking history and the biggest
investment ever made by a Spanish company in Europe -- will
place the Group among the ten leading banks in the world by
stock market value.

Emilio Botin, Chairman of the Group, said: "This operation will
create value for our shareholders and open up new avenues for
continued growth."

The Chairman reaffirmed the Group's stance on cross-border
mergers, "We do not believe in cross-border mergers of equals,
because they do not create value.  Without a single, effective
management, they make it difficult to integrate different
management cultures and determine clear business lines."

He stressed, "However, we do believe in, and have successfully
undertaken, many cross-border acquisitions in the Americas and
in Europe.  And we have proved that they create value.  The
Abbey operation is an acquisition, not a merger.  And it is an
acquisition that fits perfectly well into our strategy."

He pointed out that transaction is a great opportunity for Grupo
Santander.  He recalled that Abbey was the sixth largest bank in
the United Kingdom and number two in mortgage business, with 740
branches and 18 million customers.

"It has an important retail franchise of great potential.  We
are convinced that we can improve its management and its
earnings.  It is an activity we know well, one that fits in
perfectly with our multi-local banking strategy focused on
retail banking.  We have approached this transaction with very
clear ideas: we are going to do what we do best -- customer
banking," he said.

"We are going to strengthen Abbey's business capabilities and
enhance the quality and efficiency of its products and services.
We will do all this without closing branches.  We will take
advantage of the competitive advantages afforded by our
technology platform, Parthenon, and our cost control," he added.

Regarding the impact of the acquisition on shareholders, Mr.
Botin said, "In this transaction, as in all those we have
undertaken in the Bank's history, our objective is to create
value.  We are convinced that the purchase of Abbey is a good
operation for our shareholders.  After the purchase of Abbey,
there will be new investors throughout the world interested in
our shares."

Mr. Botin reviewed some of the measures to be set in motion
immediately after the approval of the transaction, which would
benefit U.K. shareholders, such as the planned listing of
Santander shares on the London Stock Exchange, the payment of
Santander's quarterly dividends in sterling, the Santander share
trading mechanism for small shareholders until listing on the
London Stock Exchange and the setting up of a shareholder
relations office in the U.K.  He also confirmed that U.K.
shareholders would enjoy the same advantages as those presently
available to all other Santander shareholders.

Mr. Botin announced that the Bank's Board had decided, subject
to the successful conclusion of the transaction, that Lord Burns
would remain as the Chairman of the Board of Directors of Abbey
National and that its new Chief Executive would be Francisco
Gomez Roldan, until now the Group's Chief Financial Officer.

Alfredo Saenz said, "All energy can now be focused on retail
banking, Abbey's core business, and developing the franchise's
capacity for growth."

The 2nd Vice Chairman and CEO, Alfredo Saenz, began his address
by explaining Grupo Santander's business model, a retail banking
business model that is adapted to each market, built on three
basic pillars: obtaining critical mass in relevant markets; a
strong sales and customer service culture and strict cost
control.

The CEO listed the initial priorities for Abbey: reinvigorating
its sales capabilities, strengthening distribution through its
branches, reducing operational costs (especially in technology
and the rationalization of back-office operations) and finally,
the sale of non-strategic assets.

"We believe there is a wide margin for improvement, both in
costs and revenues," he stressed.  He recalled that cost savings
were estimated to reach EUR450 million over three years, whilst
revenue synergies were estimated to reach EUR220 million in
2007.

Mr. Saenz summed up in numbers the size of the enlarged Grupo
Santander, "among the top ten banks in the world by stock market
capitalization, based on Grupo Santander share price, of more
than EUR50 billion; more than EUR600 billion in assets, with a
customer loan portfolio of EUR335 billion and deposits of EUR245
billion, based on end 2003 figures.  The enlarged Group would
have 59 million customers, 9,940 branches and 131,000
employees."

                            *   *   *

Not for release, publication or distribution in or into or from
the United States of America, Canada, Australia or Japan.

CONTACT:  ABBEY NATIONAL PLC
          Abbey National House
          2 Triton Square
          Regent's Place
          London NW1 3AN
          Phone: +44-870 607 6000
          Web site: http://www.abbeynational.com

          SANTANDER CENTRAL HISPANO S.A.
          Plaza de Canalejas, 1
          28014 Madrid, Spain
          Phone: +34-91-558-11-11
          Fax: +34-91-522-66-70
          Web site: http://www.gruposantander.com

          Keith Grant
          Head of International Media
          Phone: + 34 91 289 5206

          Peter Greiff
          Phone: + 34 91 289 5207

          Angus Maitland
          Philip Gawith
          Martin Leeburn
          Phone: + 44 20 7379 5151

          Rurik Ingram
          Phone: + 44 20 7404 5959


ABBEY NATIONAL: Closed-life Books Attract Several Buyers
--------------------------------------------------------
Offers came pouring in for Abbey National's closed-life books
after new owner Santander Central Hispano announced its sale,
Reuters says.

Interested parties included entrepreneur Hugh Osmond, financier
Clive Cowdery, Swiss Re and South Africa's Old Mutual.
Santander expects to gain an initial GBP1.1 billion from the
sale of the closed-life books, which are owned by Abbey's
Scottish Provident and Scottish Mutual subsidiaries.  Santander
has hired investment banks Merrill Lynch, UBS and J.P. Morgan
Chase to advise on the sale of the funds.

Santander hopes to complete its EUR9.1 billion takeover of Abbey
by November.

CONTACT:  ABBEY NATIONAL PLC
          Abbey National House
          2 Triton Square
          Regent's Place
          London NW1 3AN
          Phone: +44-870 607 6000
          Web site: http://www.abbeynational.com

          SANTANDER CENTRAL HISPANO S.A.
          Plaza de Canalejas, 1
          28014 Madrid, Spain
          Phone: +34-91-558-11-11
          Fax: +34-91-522-66-70
          Web site: http://www.gruposantander.com


ARCHER MCGRATH: Hires Joint Liquidators from Begbies Traynor
------------------------------------------------------------
At an extraordinary general meeting of the members of the Archer
Mcgrath Plc on October 12, 2004 held at Regus, 4th Floor, Lloyds
Building, 12 Leadenhall Street, London EC3V 1LP, the
extraordinary and ordinary resolutions to wind up the company
were passed.  Vivian Murray Bairstow and Nicholas Roy Hood of
Begbies Traynor (South) LLP, 32 Cornhill, London EC3V 3BT have
been appointed joint liquidators of the company.

CONTACT:  BEGBIES TRAYNOR (SOUTH) LLP
          32 Cornhill,
          London EC3V 3BT
          Phone: 020 7398 3800
          Fax:   020 7398 3799
          Web site: http://www.begbies.com


BALTIC HOUSE: Sets Final General Meeting End-November
-----------------------------------------------------
The final general meeting of the Baltic House Limited will be on
November 30, 2004 commencing at 11:00 a.m.  It will be held at
66 Shoe Lane, London EC4A 3WA.

The purpose of the meeting is to receive the account showing
how the winding-up has been conducted and the property of the
company disposed of, and to hear any explanation that may be
given by the liquidator.  Members who want to be represented at
the meeting may appoint proxies.  Proxy forms must be lodged
with Deloitte & Touche LLP, 66 Shoe Lane, London EC4A 3WA not
later than 12:00 noon, November 29, 2004.

CONTACT:  DELOITTE & TOUCHE LLP
          Athene Place,
          66 Shoe Lane,
          London EC4A 3WA
          Phone: 00 44 (0) 207 936 3000
          Fax:   00 44 (0) 207 779 4001
          Web site: http://www.deloitte.com


BEST BOOKIES: Insolvency Service Bans Former Director
-----------------------------------------------------
A director of a general bookmaking and turf accountants business
that failed with total debts estimated at GBP133,000 has given
an Undertaking not to hold directorships or take any part in
company management for three and a half years.

The Undertaking by Michael Howard Simons, 43, of Head Street,
Halstead, Essex was given in respect of his conduct as a
director of The Best Bookies in Town Limited, which carried on
business from premises at 8a Trinity Street, Halstead, Essex.

Acceptance of the Undertaking on October 7, 2004 prevents Mr.
Simons from being a director of a company, or in any way being
concerned or taking part in the promotion, formation or
management of a company for three and a half years.

The Best Bookies in Town Limited (Best Bookies) was placed into
compulsory liquidation by Order of the High Court of Justice on
March 26, 2003 on the petition of HM Commissioners of Customs &
Excise for GBP34,722.66 owed in respect of unpaid VAT.  The
company has an estimated total deficiency of GBP133,289.

The Official Receiver at 8th Floor, St Clare House, Princes
Street, Ipswich, Suffolk IP1 1LX had conduct of the
investigation and disqualification procedure.

The Insolvency Service, on behalf of the Secretary of State for
Trade & Industry, has responsibility (under Section (6) of the
Company Directors Disqualification Act 1986) for the
investigation of the conduct of directors of failed companies
and for the disqualification of those who are considered to be
unfit to be involved in the management of companies in the
future

The matter of unfit conduct, not disputed by Mr. Simons, was
that he caused Best Bookies to trade to the detriment of the
crown.

CONTACT:  THE INSOLVENCY SERVICE
          21 Bloomsbury Street
          London, WC1B 3QW
          Web site: http://www.insolvency.gov.uk

          Disqualification Unit
          Phone: 020 7291 6807
                 020 7291 6832 (Vetting)
          E-mail: Disqualification.Unit@insolvency.gsi.gov.uk

          Criminal Allegations Team
          Phone: 020 7291 6841
          E-mail: criminal.allegations@insolvency.gsi.gov.uk


BOND HOMES: Creditors Appoint Liquidator
----------------------------------------
            IN THE MATTER OF THE INSOLVENCY ACT 1986

                               and

         IN THE MATTER OF Bond Homes (Scotland) Limited
                        (In Liquidation)

I, Ian William Wright of Haines Watts, James Miller House, 98
West George Street, Glasgow G2 1PJ, hereby give notice pursuant
to Rule 4.19 of the Insolvency (Scotland) Rules 1986 that I was
appointed Liquidator of Bond Homes (Scotland) Limited by
resolution of the first meeting of creditors held on October 7,
2004.  A Liquidation committee was not established.

Accordingly, I hereby give notice that I do not intend to summon
a further meeting for the purpose of establishing a Liquidation
committee unless one-tenth in value of the creditors require me
to do so in terms of Section 142(3) of the Insolvency Act 1986.

All creditors who have not lodged their claims with me have
until April 7, 2005 to do so.

I. W. Wright, Liquidator
October 11, 2004

CONTACT:  HAINES WATTS (GLASGOW INSOLVENCY)
          James Miller House
          98 West George Street
          Glasgow G2 1PJ
          Phone: 0141 342 1600
          Fax: 0141 342 1616
          Web site: http://www.hwca.com


BRITISH ENERGY: Board Continues to Back Original Rehab Plan
-----------------------------------------------------------
British Energy announced that, in accordance with the unanimous
recommendation of the Board, shareholders voted down all the
resolutions at its Extraordinary General Meeting.

The Directors welcome this result and continue to believe that
the Agreed Restructuring is in the best interest of the Company
and its shareholders as a whole.

                            *   *   *

The extraordinary meeting was convened at the request of rebel
shareholders led by Polygon Investments.  Polygon, a 5.6%
shareholder in the firm, is proposing to amend the company's
restructuring plan that will see shareholders lose most but 2.5%
of their equity.

In Sept., British Energy said: "The effect of the resolutions to
be proposed at the EGM . . . would, if they are passed and
nothing else is done, be to prevent British Energy from taking
action without which British Energy believes there would be a
breach of the binding Creditor Restructuring Agreement entered
into by British Energy.

"In the event of a breach of the CRA and its subsequent
termination, the Company would come under an immediate
obligation to pay approximately GBP1.5 billion to creditors.
The Company has nothing like the available resources to pay
these sums.  Furthermore the Company may be subject to
significant claims for damages from creditors for breach of
contract.  In these circumstances, there is a very real
possibility that British Energy would be forced to commence
insolvency proceedings."

CONTACT:  BRITISH ENERGY PLC
          3 Redwood Crescent
          Peel Park
          East Kilbride
          G74 5PR
          Phone: +44 (0) 1355 262 000
          Web site: http://www.british-energy.com

          John Searles
          Investor Relations
          Phone: 01355 26 2202

          Andrew Dowler
          Media Relations
          Phone: 020 7831 3113


BRITISH ENERGY: Expects to Complete Restructuring by January
------------------------------------------------------------
British Energy is continuing to work hard to implement the
Agreed Restructuring and to finalize and to satisfy the
remaining requirements for publication of the required circulars
to bondholders and shareholders and prospectus for British
Energy Group plc and British Energy Holdings plc (the proposed
holding companies of the restructured group).

The Company currently expects to achieve sufficient progress
with a view to posting the circulars and prospectus in November,
holding meetings of bondholders and shareholders in December and
seeking Court sanction of the Creditors' Scheme and Members
Scheme and completing the Agreed Restructuring in late January
2005.

The board will keep under review whether in the circumstances an
extension of the present Restructuring Long Stop Date of January
31, 2005 is appropriate but no decision has been taken at this
time.  In addition, any extension would require the approval of
the Secretary of State for Trade and Industry, BNFL and the
requisite majorities of creditors and there can be no assurance
that such approvals will be forthcoming.

The Agreed Restructuring remains subject to a large number of
important conditions and significant uncertainties.  If for any
reason the Company is unable to implement the Agreed
Restructuring prior to the Restructuring Long Stop Date, it may
be unable to meet its financial obligations as they fall due, in
which case it may have to take appropriate insolvency
proceedings.

If the Company were to commence insolvency proceedings,
distributions, if any, to unsecured creditors may represent only
a small fraction of their unsecured liabilities and it is highly
unlikely there would be any return to shareholders.

CONTACT:  BRITISH ENERGY PLC
          3 Redwood Crescent
          Peel Park
          East Kilbride
          G74 5PR
          Phone: +44 (0) 1355 262 000
          Web site: http://www.british-energy.com

          John Searles
          Investor Relations
          Phone: 01355 26 2202

          Andrew Dowler
          Media Relations
          Phone: 020 7831 3113


BRITISH ENERGY: Posts Production Figures for September
------------------------------------------------------
A summary of net output from all of British Energy's power
stations in September is given in the table below, together with
comparative data for the previous financial year.

                                 2003/04
                      September            Year to Date
                Output       Load      Output         Load
                (TWh)     Factor(%)     (TWh)      Factor(%)

U.K. Nuclear        5.70          83      33.25            79
U.K. Other          0.40          29       2.24            26

                                 2004/05
                      September            Year to Date
                Output       Load      Output         Load
                (TWh)     Factor(%)     (TWh)      Factor(%)

U.K. Nuclear        4.49          65      28.68            68
U.K. Other          0.55          39       3.07            36


Planned Outages

(a) A statutory outage was started on one unit at Heysham 1;

(b) One unit at Hartlepool was shut down for most of the month
    to carry out planned work on cast iron pipework;

(c) Low load refueling was carried out on both units at Hinkley
    Point B and on one unit at Heysham 2 and Hunterston B; and

(d) One unit at Hunterston B returned to service after
    completing a shut down to carry out planned work on the feed
    system reported last month.

Restart

One unit at Heysham 1 and one unit at Hartlepool remain shut
down.  The work to demonstrate the integrity of certain boilers
has been largely completed.

However, further work is required to be completed before the
units can be returned to service.

Output

In light of the above, the current target of nuclear output for
2004/2005 of 61.5TWh is vulnerable.  An update will be provided
in the prospectus will be issued in accordance with the Agreed
Restructuring.

CONTACT:  BRITISH ENERGY PLC
          3 Redwood Crescent
          Peel Park
          East Kilbride
          G74 5PR
          Phone: +44 (0) 1355 262 000
          Web site: http://www.british-energy.com

          John Searles
          Investor Relations
          Phone: 01355 26 2202

          Andrew Dowler
          Media Relations
          Phone: 020 7831 3113


CCTV PEOPLE: Members Opt to Wind up Business
--------------------------------------------
At an extraordinary general meeting of the members of the CCTV
People Limited on October 15, 2004 held at 1st Floor, 5-7
Northgate, Cleckheaton, West Yorkshire BD19 3HH, the
extraordinary and ordinary resolutions to wind up the company
were passed.  Malcolm Edward Fergusson of Fergusson & Co, Ltd,
1st Floor, 5-7 Northgate, Cleckheaton, West Yorkshire BD19 3HH
has been appointed liquidator for the purpose of such winding-
up.

CONTACT:  FERGUSSON & CO. LTD.
          1st Floor, 5-7 Northgate,
          Cleckheaton, West Yorkshire BD19 3HH


CHALICE (UK): Appoints Haines Watts Liquidator
----------------------------------------------
At an extraordinary general meeting of the members of the
Chalice (UK) Limited on October 14, 2004 held at the offices of
Haines Watts, Canterbury House, 5th Floor, 85 Newhall Street,
Birmingham B3 1LH, the extraordinary and ordinary resolutions to
wind up the company were passed.  John David Travers and Timothy
Calverley of Haines Watts, First Floor, Park House, Park Square
West, Leeds LS1 2PS have been appointed liquidators for the
purpose of such winding-up.

CONTACT:  HAINES WATTS
          First Floor, Park House,
          Park Square West, Leeds LS1 2PS
          Phone: 0113 398 1100
          Fax:   0113 398 1101
          Web site: http://www.hwca.com


CHEENO DESIGNS: Ten-year Ban for Top Honcho
-------------------------------------------
A director of a garment manufacturing business that failed with
total debts estimated at GBP482,000 has given an Undertaking not
to hold directorships or take any part in any company management
for 10 years.

The Undertaking by Iqbal Patel (Patel) (also known as Ikbal
Patel), 44, of Byway Road, Leicester, was given in respect of
his conduct as a director of Cheeno Designs Limited, (Cheeno)
which carried on business from premises at 50 Woodgate,
Leicester.

Acceptance of the Undertaking on October 4, 2004 (effective on
November 4, 2004) prevents Patel from being a director of a
company or, in any way, whether directly or indirectly, being
concerned or taking part in the promotion, formation or
management of a company for the above period.

Cheeno was placed into voluntary liquidation on July 30, 2001
with estimated debts of GBP482,716 owed to creditors.

The Insolvency Service, on behalf of the Secretary of State for
Trade & Industry, has responsibility (under Section (6) of the
Company Directors Disqualification Act 1986) for the
investigation of the conduct of directors of failed companies
and for the disqualification of those who are considered to be
unfit to be involved in the management of companies in the
future.

Matters of unfit conduct, not disputed by Patel, were that:

(a) He caused Cheeno to under-declare VAT due to HM Customs and
    Excise by the submission of false VAT returns;

(b) He caused Cheeno to under-declare PAYE/NIC due to the Inland
    Revenue by the payment of off-record wages to Cheeno's
    employees;

(c) He caused Cheeno to trade to the detriment of the crown by
    failing to disclose its true liability to the Inland Revenue
    and to HM Customs and Excise;

(d) He breached his duty to Cheeno by making payments to himself
    and his wife at a time when he knew both the Inland Revenue
    and HM Customs and Excise were conducting an investigation
    into the affairs of the Company, and that the Company was
    facing a potential large liability in respect of both crown
    departments.

CONTACT:  THE INSOLVENCY SERVICE
          21 Bloomsbury Street
          London, WC1B 3QW
          Web site: http://www.insolvency.gov.uk

          Disqualification Unit
          Phone: 020 7291 6807
                 020 7291 6832 (Vetting)
          E-mail: Disqualification.Unit@insolvency.gsi.gov.uk

          Criminal Allegations Team
          Phone: 020 7291 6841
          E-mail: criminal.allegations@insolvency.gsi.gov.uk


CLASSIQUE WEAR: Calls in Liquidator from Valentine & Co.
--------------------------------------------------------
At an extraordinary general meeting of the Classique Wear
Limited on October 14, 2004 held at the offices of Valentine &
Co., 4 Dancastle Court, 14 Arcadia Avenue, London N3 2HS, the
extraordinary and ordinary resolutions to wind up the company
were passed.  Robert Valentine of 4 Dancastle Court, 14 Arcadia
Avenue, London N3 2HS has been appointed liquidator for the
purpose of such winding-up.

CONTACT:  VALENTINE & CO.
          4 Dancastle Court
          14 Arcadia Avenue
          London N3 2HS
          Phone: 020 8343 3710
          Fax: 020 9343 4486
          Web site: http://www.valentine-co.com


COLDSEAL GROUP: Hires Liquidator from Berley
--------------------------------------------
At an extraordinary general meeting of the Coldseal Group
Limited on October 14, 2004 held at Gable House, 239 Regents
Park Road, Finchley, London N3 3LF, the subjoined extraordinary
resolution to wind up the company was passed.  Mark Levy of
Berley, 76 New Cavendish Street, London W1G 9TB has been
appointed as liquidator.

CONTACT:  BERLEY
          76 New Cavendish Street,
          London W1G 9TB


COLLINS ELECTRICAL: Calls in Liquidator from Stones & Co.
---------------------------------------------------------
At an extraordinary general meeting of the members of the
Collins Electrical (Swansea) Limited on October 15, 2004 held at
63 Walter Road, Swansea SA1 4PT, the extraordinary and ordinary
resolutions to wind up the company were passed.  Gary Stones of
Stones & Co., 63 Walter Road, Swansea SA1 4PT has been nominated
liquidator for the purpose of the winding-up.


CROSSVIEW CONSULTING: Members Final Meeting Set
-----------------------------------------------
The final meeting of the members of Crossview Consulting Limited
(formerly Crosswater Resources Limited) will be on November 17,
2004 commencing at 11:00 a.m.  It will be held at IP Services
Ltd, Basement Office, 9 Woodhill Road, Portishead, Bristol BS20
7EU.

The purpose of the meeting is to receive the account showing
how the winding-up has been conducted and the property of the
company disposed of, and to hear any explanation that may be
given by the liquidator.


DJM PROPERTY: Members Agree to Liquidate Firm
---------------------------------------------
At an extraordinary general meeting of the members of the DJM
Property Services Limited on October 14, 2004 held at Holiday
Inn, Filton Road, Hambrook, Bristol BS16 1QX, the extraordinary
and ordinary resolutions to wind up the company were passed.
Alisdair J. Findlay of Findlay James, Saxon House, Saxon Way,
Cheltenham GL52 6QX has been appointed liquidator for the
purpose of such winding-up.

CONTACT:  FINDLAY JAMES
          Saxon House, Saxon Way,
          Cheltenham GL52 6QX


DRIVE REVIVE: Hires Liquidator from Begbies Traynor
---------------------------------------------------
At an extraordinary general meeting of the members of the Drive
Revive Installations Limited on October 15, 2004 held at Elliot
House, 151 Deansgate, Manchester M3 3BP, the extraordinary and
ordinary resolutions to wind up the company were passed.  G. N.
Lee of Begbies Traynor, Elliot House, 151 Deansgate, Manchester
M3 3BP has been appointed liquidator of the company for the
purpose of the voluntary winding-up.

CONTACT:  BEGBIES TRAYNOR
          Elliot House
          151 Deansgate
          Manchester M3 3BP
          E-mail: manchester@begbies-traynor.com
          Web site: http://www.begbies.com


EXCELLENT COMPUTING: Calls in Liquidators from Haines Watts
-----------------------------------------------------------
At an extraordinary general meeting of the members of the
Excellent Computing Limited on October 11, 2004, the
extraordinary and ordinary resolutions to wind up the company
were passed.  David Michael Clements and Timothy Calverley of
Haines Watts, First Floor, Park House, Park Square West, Leeds
LS1 2PS have been appointed liquidators for the purpose of such
winding-up.

CONTACT:  HAINES WATTS
          First Floor, Park House,
          Park Square West, Leeds LS1 2PS
          Phone: 0113 398 1100
          Fax:   0113 398 1101
          Web site: http://www.hwca.com


FLIGHTLEASE HOLDINGS: Section 304 Petition Summary
--------------------------------------------------
Petitioner: Stephen John Akers and Nick Stuart Wood,
            of Grant Thornton U.K. LLP, as joint liquidators in
            the voluntary liquidation supervised by the Royal
            Court of Guernsey of
            Flightlease Holdings (Guernsey) Limited
            Polygon Hall, P.O. Box 29
            Le Marchant Street 1
            Saint Peter Port, Guernsey GY1 4AS

Bankruptcy Case No.: 04-32989

Type of Business:  The Company is an affiliate of Swissair
                   Group.  This petition is related to In re
                   Flightlease A.G. (Bankr. S.D.N.Y. Case No.
                   01-42536).  The Company is involved in
                   various aspects of commercial and private
                   aircraft operation and leasing throughout the
                   world.

Section 304 Petition Date: October 22, 2004

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Kurt E. Ramlo, Esq.
                  Skadden, Arps, Slate, Meagher & Flom
                  300 South Grand Avenue #3400
                  Los Angeles, California 90071-3144
                  Tel: (213) 687-5628

Estimated Assets: More than US$100 million

Estimated Debts:  More than US$100 million

(Extracted from Troubled Company Reporter, Vol. 8, No. 232)


FLIGHTLEASE HOLDINGS: Turns to U.S. Court to Recover US$1.9 Mln
---------------------------------------------------------------
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF CALIFORNIA
SAN FRANCISCO DIVISION

In re:
FLIGHTLEASE HOLDINGS           |
(GUERNSEY) LIMITED            | Case No. 04-[____] ([____])
                               |
Debtor in a Foreign Proceeding | Section 304 Proceeding
                               |
                               | PETITION FOR RELIEF PURSUANT
                               | TO 11 U.S.C. SS 304

         Petition for Relief Pursuant to 11 U.S.C. SS 304

Petitioners Stephen John Akers and Nick Stuart Wood (the Foreign
Representatives) of Grant Thornton U.K. LLP, joint liquidators
in the voluntary liquidation supervised by the Royal Court of
Guernsey of Flightlease Holdings (Guernsey) Limited (the
Company) and certain of its subsidiaries, file this petition
pursuant to 11 U.S.C. SS 304 (the Petition) seeking an order
from this Court authorizing discovery in the form of
examinations and production of documents in support of the
administration of a foreign insolvency proceeding under the
Companies (Guernsey) Law, 1994 as amended.  In support of their
Petition, the Foreign Representatives state:

I. Preliminary Statement

(1) The Foreign Representatives have the daunting task of
collecting, investigating, liquidating and distributing to
creditors the property and assets of the Company and its seven
Guernsey subsidiaries, all of which are or were involved in
various aspects of commercial and private aircraft operation and
leasing throughout the world.  The Foreign Representatives'
duties with respect to the Company itself present particularly
formidable challenges.  Potentially the most significant of the
Company's assets arise from its participation in a Cayman
Islands joint venture.  The joint venture ceased operations in
2001 amid the tumultuous period marked by the September 11, 2001
terrorist attacks and the subsequent commencement of insolvency
proceedings by the Company's corporate parent and several other
members of the Swissair Group.  The Foreign Representatives
believe that the circumstances surrounding the termination of
the joint venture's operations may give rise to claims by the
Company against various parties. Investigating these
circumstances has proved to be an extremely difficult endeavor.

(2) Following their appointment in January 2004, the Foreign
Representatives set about the task of piecing together the
history of pertinent events, transactions, and commercial
relationships in order to marshal the assets of the Company for
the benefit of its creditors efficiently and expeditiously.
Their efforts to date have been severely hampered by various
factors:

     (i) the general unavailability or unwillingness of those
         involved in the previous operations of the Company to
         freely and openly supply information;

    (ii) the unwillingness of the Company's joint venture
         partner to freely and openly share information about
         the circumstances surrounding the purported termination
         of an aircraft purchase contract between the joint
         venture and Airbus Industrie, Airbus's related decision
         to retain more than US$227 million that the joint
         venture had paid for unfulfilled orders, and the
         history of transactions involving the joint venture's
         bank account, which remains subject to the joint
         venture partner's control;

   (iii) the continuing and unexplained efforts by the Company's
         joint venture partner to prevent the Foreign
         Representatives from winding up of the joint venture in
         the Cayman Islands; and

    (iv) the Foreign Representatives' inability to compel
         parties to provide the relevant and necessary
         information to make informed decisions concerning which
         matters, if any, they would be well advised to pursue
         for the benefit of the estates.

(3) Accordingly, with the permission of the Guernsey Court, and
in keeping with their duty to identify and collect assets on
belief of the Company's estate, the Foreign Representatives have
sought the assistance of various courts throughout the world.

Filing this proceeding in this Court forms part of this global
effort.  With the assistance of this Court, the Foreign
Representatives seek to achieve these objectives:

     (i) recover a liquidated debt of approximately US$1.9
         million from the Company's joint venture partner that
         it has acknowledged but refused to date to remit;

    (ii) investigate the events surrounding the joint venture's
         purported loss of the approximately US$227 million in
         payments for unfulfilled orders and the involvement of
         the Company's joint venture partner in those events to
         determine whether there are meritorious claims for
         recovery of those payments; and

   (iii) determine whether:

     (a) the reluctance of the Company's joint venture partner
         to freely and openly share all relevant information
         surrounding the purported termination of the aircraft
         purchase contract;

     (b) the joint venture partner's simultaneous entry into a
         new, unilateral business agreement with Airbus; and

     (c) the joint venture partner's resistance to winding up
         the joint venture in the Caymans are simply attempts to
         thwart meritorious claims the Company may have against
         it.

(4) As fiduciaries to their creditor constituencies, the Foreign
Representatives have no interest in expending significant sums
of money chasing pipe dreams.  Nevertheless, based on the
publicly available facts, which are set forth in significant
detail below, it is clear to the Foreign Representatives that
those facts raise more questions than they answer.  The Foreign
Representatives' goal, and their legal obligation, is to attempt
to obtain the relevant information required to determine whether
there are significant claims against the Company's joint venture
partner or other parties that should be pursued for the benefit
of the estate.  The relief they request herein is necessary for
them to achieve that goal.

                   Jurisdiction and Venue

(5) This Court has jurisdiction over this action pursuant to 28
U.S.C. SS 157 and 1334. The Petition is filed pursuant to
section 304 of title ll of the United States Code, 11 U.S.C. SS
101-1330, as amended (the Bankruptcy Code).

(6) Venue is proper in this District under 28 U.S.C. SS 1410(b)
because the Foreign Representatives, in a complaint filed
simultaneously herewith, seek turnover of property of the
foreign estate located in this District pursuant to Bankruptcy
Code section 304(b)(2).

(7) The Foreign Representatives are duly appointed foreign
representatives as defined in Bankruptcy Code section 101(24)
and thus have standing to bring this Petition.

                       Background

(8) The following events result directly or indirectly from the
collapse of the Swissair Group in 2001.  The Company is a wholly
owned subsidiary of Flightlease A.G., a Swiss company and member
of the Swissair Group.  The Company is a holding company
organized under the laws of Guernsey.

(9) In the 1990s, the Swissair Group positioned the Company and
its direct affiliates to expand the Group's presence in the
aircraft leasing market.

The Company and all of its subsidiaries maintain or have
maintained operations related to aircraft leasing.  The Company
has ceased operations and has no employees.  Its principal
assets consist of:

     (i) an interest in a joint venture incorporated in the
         Cayman Islands called GATX Flightlease Aircraft Company
         Ltd. (GFAC);

    (ii) an interest in a second joint venture called Rincon
         Leasing Limited;

   (iii) its interests in eight wholly owned subsidiaries, of
         which seven are incorporated in Guernsey and one in
         Bermuda;

    (iv) any claims that may arise from such interests;

     (v) certain aircraft equipment; and

    (vi) cash held in certain collection accounts for
         administration of the Company's estate and distribution
         to creditors.

The Company's interests in GFAC and certain of the Company's
subsidiaries and related potential claims are likely its most
valuable assets.

A. Summary of Selected Pending Proceedings

(10) The Swiss Liquidations.  In October 2001, Flightlease A.G.
commenced insolvency proceedings in Switzerland together with
various other entities in the Swissair Group.

(11) Ancillary Proceeding to the Swiss Liquidations.  Shortly
thereafter, the Swiss trustee for five of the Swissair Group
companies, including the Company's direct parent, filed a
petition for relief under section 304 of the Bankruptcy Code on
their behalf in the Bankruptcy Court for the Southern District
of New York. (Case No. 01-42536 Bankr. S.D.N.Y. Oct. 9, 2001).
Neither the Company nor the Foreign Representatives are directly
involved in the liquidation of the Swiss entities or the related
ancillary proceeding.

(12) The Guernsey Proceeding.  The Company and seven of its
eight subsidiaries commenced voluntary liquidation proceedings
in Guernsey (the Guernsey Proceeding) in January 2004.  The
Company's remaining subsidiary is in voluntary liquidation
in Bermuda under authority of the Supreme Court of Bermuda.  At
the commencement of the Guernsey Proceeding, the Company had
material assets with a book value of approximately US$160
million and agreed direct claims against it of approximately
US$364 million, in addition to material contingent claims.

(13) The Cayman Proceeding.  On June 9, 2004, the Foreign
Representatives filed a petition (the Cayman Petition) on behalf
of the Company in the Grand Court of the Cayman Islands (the
Cayman Court) for an order that GFAC be wound up in a compulsory
winding up (the Cayman Proceeding).  The Company's joint venture
partner in GFAC, GATX Third Aircraft Corporation (GATX), has
applied to have the Cayman Petition dismissed.  As discussed
more fully below, the Company and GATX together have contributed
more than US$227 million to GFAC to cover pre-delivery payments
(PDPs) related to unfilled orders required under an aircraft
purchase agreement (the Joint Order Contract) that GFAC executed
with Airbus Industrie.  Airbus purported to terminate the Joint
Order Contract in 2001 and has refused to relinquish the PDPs.
Within days of the purported termination, GATX executed a
new, unilateral aircraft purchase agreement with Airbus.  Ever
since, GATX has blocked efforts by the Company and, more
recently, by the Foreign Representatives to direct GFAC to
investigate potential claims against Airbus arising from the
purported termination of the Joint Order Contract and loss of
the PDPs.  GATX has yet to file any substantive explanation with
the Cayman Court for its resistance to winding up GFAC.

(14) The Turnover Action Against GATX.  Together with this
Petition, the Foreign Representatives filed the Complaint in
this Court for turnover of property of the Company's estate.
Pursuant to an agreement between the Company and GATX dated
February 28, 2002 entitled "Joint Venture Clean-Up Items" (the
"Clean-Up Agreement"), attached hereto as Exhibit 1, GATX owes
the Company approximately US$2 million.  To date, GATX has
refused to pay this amount.  Pursuant to the express terms of
the agreement, GATX has conceded that it owes the funds in
question, and payment is not conditioned on performance of any
other obligation set forth therein.  The Company has fully
performed or otherwise fulfilled its obligations under the
Clean-Up in the Agreement.  The Foreign Representatives seek
turnover of these funds for the benefit of the Company's estate.

B. The GFAC Joint Venture and Joint Order Contract With Airbus

(15) In September 1999, the Company and GATX, an aircraft
leasing company incorporated in Delaware with its principal
place of business in San Francisco, California, formed GFAC to
compete with larger aircraft leasing companies and trade in a
variety of narrow and wide-bodied aircraft for pre-identified
and speculative orders.  Under the GFAC shareholders agreement
(the GFAC JV Agreement), attached hereto (as amended and
restated) as Exhibit 2, the Company and GATX both hold a fifty-
percent equity interest in GFAC, and each may nominate and
employ two directors.  The GFAC JV Agreement is governed by
English law and contains an arbitration clause.  GFAC JV
Agreement, Clauses 7 and 8.

(16) The same day the GFAC JV Agreement was executed, GFAC
entered into the Joint Order Contract with Airbus, which is
attached hereto as Exhibit 3.  The parties subsequently
negotiated significant changes to the number, models, and
delivery dates of aircraft under contract.  By 2001, GFAC had
agreed to purchase approximately forty narrow- and wide-body
aircraft to be delivered beginning in late 2001.  The Joint
Order Contract is governed by New York law.  Joint Order
Contract, Clause 22.3.

(17)  GFAC was required to make periodic PDPs for each aircraft
on order, and both the Company and GATX made periodic
contributions to GFAC from time to time to cover such PDPs.
Under the Joint Order Contract, if GFAC failed to make any PDP
within 15 days of any notice of non-payment by Airbus under the
Contract, Airbus was entitled to terminate the Contract with
respect to all undelivered aircraft.  Joint Order Contract,
Clause 20.2.

In the event of a valid termination by Airbus under the
Contract, Airbus had the right to "retain, as part of the
damages for breach and not as a penalty, an amount equal to all
pre-delivery payments, deposits, option fees and any other
monies paid."  Joint Order Contract, Clause 20.5.4.

(18) Apparently for both financial and strategic reasons, the
Swissair Group decided to exit the aircraft leasing business in
mid-2001.  The Company and GATX agreed to end the GFAC joint
venture and divide responsibility for the aircraft subject to
the Joint Order Contract.  Airbus was aware of the parties'
intentions and agreed in principle to the planned division of
the aircraft.  An agreement dated as of July 26, 2001, attached
hereto as Exhibit 4, executed by an Airbus representative and
Dr. Mario Corti, then Chairman and CEO of the Swissair Group,
states, in pertinent part that "Airbus agrees in principle to
the allocation of certain future aircraft deliveries between
GATX and Flightlease (Swissair)."

(19) The dramatic decline in passenger air travel following the
terrorist attacks of September 11, 2001 plunged the Swissair
Group into crisis.  On October 2, 2001, Swissair flights in
multiple jurisdictions were grounded.  One aircraft was seized
in the United Kingdom.  Administration proceedings commenced
shortly thereafter.

(20) On October 4, 2001, the Company and GATX formalized the
division of aircraft subject to the Joint Order Contract by
executing the agreement attached hereto as Exhibit 5 (the
October 4th Agreement).  Under the October 4th Agreement, GATX
assumed responsibility for twenty-one of the aircraft on order
(most of which had earlier delivery dates, and two of which
already had been delivered), and the Company took responsibility
for the remaining nineteen.  The October 4th Agreement allocated
the total PDPs that GFAC had paid to Airbus between the Company
and GATX as:

The total amount of pre-delivery payments presently on deposit
with Airbus total US$227,637,864.  The agreed split between GATX
& [the Company] of this amount is US$77,834,754 for GATX's
account and US$149,803,110 for [the Company's] account to be
applied respectively to the purchase of Aircraft in the new GATX
and the new [Flightlease Holdings (Guernsey) Ltd.] purchase
agreements to replace the existing Purchase Agreement to be
agreed with Airbus.

October 4th Agreement.  The Agreement also provided that "[while
the split in responsibilities [set forth herein] addresses all
the Aircraft contained in the Airbus Purchase Agreement, the
parties recognize that, through separate negotiations with
Airbus, their new final agreements with Airbus may vary in both
the models within a family that they choose and the scheduled
delivery dates." Id.  Thus, all parties contemplated that both
GATX and the Company would execute new agreements with Airbus.
Airbus, however, was not a party to the October 4th Agreement.

(21) Although the October 4th Agreement states that the Company
and GATX had decided to "dissolve their joint venture," GFAC was
never wound up and/or dissolved officially under Cayman Islands
law.  GFAC ceased operations on or about the date of this
Agreement, but the Company and GATX remain bound by the terms of
the GFAC JV Agreement.  When the October 4th Agreement was
executed, GFAC was still party to the Joint Order Contract with
Airbus, and the Joint Order Contract remained in effect.

C. Airbus's Purported Termination of the Joint Order Contract

                          Overview

(22) On October 1, 2001, GFAC allegedly failed to make a
scheduled PDP.  In a letter to GFAC dated as of October 3,
attached, hereto as Exhibit 6, Airbus issued a notice of
non-payment with respect to PDPs due on August 1 and October 1.
Just eight days later, in a second letter to GFAC dated as of
October 11, 2001, attached hereto as Exhibit 7, Airbus purported
to terminate the Joint Order Contract as a result of:

      (i) GFAC's failure to make the October 1 PDP; and

     (ii) unspecified discussions with "senior executives of
          [GFAC] and its parent companies" during which GFAC
          allegedly repudiated the agreement.

Airbus also announced its intention to retain all of the more
than US$227 million in PDPs then paid by GFAC pursuant to Clause
20.5.4 of the Joint Order Contract.  GFAC repeatedly protested
Airbus's purported termination and retention of the PDPs and
denied having repudiated the Joint Order Contract.

(23) In subsequent correspondence with Airbus, GFAC challenged
     the validity of:

     (i) the service of the notice of non-payment on GFAC; and

    (ii) the purported termination itself.

             Service of the Notice of Non-Payment

(24) In a letter from GFAC to Airbus dated October 31, 2001,
attached hereto as Exhibit 8, GFAC stated, among other things,
that GFAC had only received the notices of nonpayment by fax on
October 9, 2001.  The copy of the notice faxed to GFAC attached
hereto as Exhibit 6 appears to show that, in fact, it was
received on October 9, 2001.

(25) In a return letter dated November 15, 2001, attached hereto
as Exhibit 9, Airbus does claim to have sent the October 3
letter on that date.  Instead, Airbus claims to have delivered
it to Mr. James Morris, a GATX officer and a GATX-appointed GFAC
directors.

(26) The Foreign Representatives have found nothing to suggest
that Mr. Morris actually received the October 3 notice on
October 3, or at all, or that he was authorized to receive it.
If he did receive it, as Airbus has claimed, the Foreign
Representatives have found no evidence that Mr. Morris passed
the notice along to GFAC's board of directors.

           Timing of the Purported Termination

(27) GFAC's October 31st letter to Airbus also pointed out that
Airbus had "totally ignored the grace periods provided by" the
Joint Order Contract.  Letter dated October 31, 2001 to Airbus
from Peter Gysel of GFAC.  Even assuming that GFAC received the
October 3rd notice on that date, Airbus could not have validly
terminated the Joint Order Contract pursuant to its terms before
October 18, 2001.  If, as it appears, that notice was not
validly served until October 9, then Airbus could not have
validly terminated until October 24.

(28) Airbus conceded that its purported termination violated the
fifteen-day waiting period requirement in the Joint Order
Contract but continued to justify its action on the grounds that
GFAC allegedly repudiated the Contract.  In its letter to GFAC
dated as of November 15, 2001, Airbus insisted that "[o]ur
cancellation and termination of the Agreement within the 15-day
grace period provided by Clause 20.2 thereof was justified by
your repudiation of the Agreement in the days preceding October
11.  Our decision to terminate was legally valid."  Letter dated
as of November 15, 2001 to GFAC from Christian Sherer of Airbus.

(29) GFAC repeatedly denied the repudiated allegation. For
example, a letter from GFAC to Airbus dated December 10, 2001,
attached hereto as Exhibit 10, states that GFAC was "not aware
of any discussion or conduct on the part of any of the
representatives of this company that could give rise to any
interference [sic] of repudiation."  Letter from Hans
Hunziker, then Chairman and CEO of the Company, to Airbus dated
December 10, 2001.

(30) The Foreign Representatives are unaware of any evidence of
repudiation.

          Airbus's Retention of GFAC's PDPs

(31) Airbus has refused to return to GFAC any of the PDPs paid
under the Joint Order Contract.  As a result, the investment
that GATX and the Company made in GFAC through their
contributions to fund GFAC's PDPs has been destroyed.  According
to the October 4 Agreement, the two parties' total contributions
for undelivered orders exceeded US$227 million.

The Company contributed nearly US$150 million, and GATX
contributed more than US$77 million.

(32) When the Company attempted to direct GFAC to investigate
possible claims against Airbus arising from the purported
termination, GATX refused to authorize it. GATX has
blocked similar initiatives undertaken by the Foreign
Representatives.  In its filings to date in the
Cayman Proceeding, GATX has offered no explanation for such
actions.

D. GATX's New, Unilateral Contract with Airbus

(33) The Foreign Representatives understand that on or about
October 17, 2001, GATX executed a new, unilateral aircraft
purchase agreement with Airbus.  The Foreign Representatives
discovered among the Company's files a draft GATX press release
dated October 8, 2001, attached hereto as Exhibit 11, that
included an announcement of the new GATX-Airbus agreement.  A
substantially similar release was issued publicly on October 10,
2001.

(34) Thus, it appears that, by at least October 8, the new
arrangements between GATX and Airbus may have been substantially
in place.  If so, this would have been before GFAC received the
faxed copy of the notice of non-payment dated October 3 on
October 9 and before GFAC received the purported termination
notice on October 11.

(35) GFAC, which was not a party to the new arrangements between
GATX and Airbus, evidently came to believe that GATX may have
obtained an agreement from Airbus to apply some amount of GFAC's
PDPs to GATX's own account under its new unilateral agreement
with Airbus.  In its letter to Airbus of December 10, GFAC
contested Airbus's right to retain the PDPs paid under the Joint
Order Contract in part because Airbus had "already signed
another contract with GATX for a number of aircraft and [had]
assigned pre-delivery payments under the [Joint Order Contract]
to that new contract with GATX."  Letter from Hanz Hunziker,
then Chairman and CEO of the Company to Airbus dated December
10, 2001 (emphasis added).  Any such allocation is contrary to
Airbus's purported termination notice of October 11, 2001, which
stated that Airbus would "retain all Pre-delivery Payments and
other monies paid by [GFAC] under the [Joint Order Contract]"
for itself.  See Exhibit 7.  In its response to GFAC's letter,
dated as of December 17, 2001 and attached hereto as Exhibit 12,
Airbus did not refute the point and said simply that it had
nothing further to add with respect to this matter.

E. The Cayman Proceeding and GATX's Opposition Thereto

(36) In the Cayman Petition, attached hereto as Exhibit 13, the
Foreign Representatives requested, among other things, that GFAC
be wound up by the Cayman Court and that they be appointed as
liquidators.  GATX opposed granting the Cayman Petition,
ostensibly on the grounds that it was inadequate and defective,
but apparently without identifying to the satisfaction of the
Cayman Court any specific deficiency to be rectified.  The
Cayman Court required GATX to submit "points of defense on its
behalf addressing such points as may be in issue in this matter
between GATX and [the Foreign Representatives]."  Order for
Directions, Grand Court, Cayman Islands, Cause No. 282 of 2004
(July 9, 2004).

(37) Subsequently, instead of submitting such "points of
defense" as ordered, GATX filed a "strike-out application,"
which is substantially similar to a motion to dismiss in the
United States, on the grounds that under Cayman law, the Cayman
Petition failed to state a reasonable cause of action.  GATX
also initially requested that further consideration of the
Cayman Petition be deferred indefinitely pending a final
resolution of the strike-out application, which potentially
would have delayed consideration of the Cayman Petition for
years. (GATX subsequently abandoned this request.)  The Cayman
Court awarded costs to the Foreign Representatives.  See Order
for Further Directions, Grand Court, Cayman Islands, Cause No.
282 of 2004 (August 23, 2004), attached hereto as Exhibit 14.

(38) The Foreign Representatives have opposed GATX's strike-out
application.  If GATX's application is rejected, then pursuant
to the Court's Order for Further Directions of August 23, 2004,
GATX must finally submit "points of defense" in support of its
opposition to the Cayman Petition if it intends to continue to
oppose GFAC's winding up.

(39) Thus, more than four months after the Foreign
Representatives filed the Cayman Petition, GATX has yet to
submit any substantive explanation to the Cayman Court for
its opposition to GFAC's liquidation.

III. The Guernsey Proceeding

(40) In December 2003, the Company's parent, the Foreign
Representatives, and various acknowledged creditors executed a
Deed of Arrangement, attached hereto as Exhibit 15, that
provided for the consensual winding up of the Company and its
subsidiaries.  The Deed of Arrangement provided for, inter alia,
the appointment of the Foreign Representatives as joint
liquidators and required the Company and its subsidiaries to
commence voluntary liquidation pursuant to the applicable law.
It also provided for a moratorium on collections and related
actions by the parties thereto pending commencement of
liquidation.

(41) Under the Companies (Guernsey) Law, 1994 as amended (the
CGL), approval of the Guernsey Court is not required to commence
a voluntary liquidation.  A company incorporated in Guernsey
generally enters voluntary liquidation by special shareholder
resolution, which must be filed with the Registry of Companies
before the liquidation is deemed to commence.  Following such
filing, the winding-up resolution must be published in La
Gazette Officielle.  The liquidator is not appointed by the
Guernsey Court but by the shareholders or the creditors if the
shareholders have delegated this power to them.

(42) Accordingly, in January 2004, pursuant to the CGL
requirements and the terms of the Deed of Arrangement, the
shareholders of the Company and its Guernsey subsidiaries passed
winding-up resolutions, attached hereto as Exhibit 16, which
were duly filed with the Registry of Companies and published in
La Gazette Officielle.

(43) Although court approval is not required to commence a
voluntary  liquidation to a compulsory winding-up.

(44) In keeping with the requirements of the CGL requirements
that a liquidator realize and distribute assets for the benefit
of creditors, and to fulfill their obligations under the Deed of
Arrangement, the Foreign Representatives have applied for, and
the Guernsey Court has granted, several orders since the
commencement of the Guernsey Proceeding.  One such order,
dated May 5, 2004, (the Guernsey Order), attached hereto as
Exhibit 17, authorized the Foreign Representatives to commence
"ancillary proceedings" or obtain orders from courts in other
jurisdictions, including, specifically, South Africa and the
United States, that "they may consider necessary or desirable
for the purpose of fully winding-up the affairs of" the Company
and its Guernsey subsidiaries.  Guernsey Order, 2.  The Guernsey
Order also confirmed that the voluntary liquidations of the
Company and its Guernsey subsidiaries constitute "'proceedings'
in the Bailiwick of Guernsey within the meaning of article 2(a)
of the model law contained in Annex I of the 30th session of
UNCITRAL." Guernsey Order, 1.2.

(45) Accordingly, the relief requested in this Petition is
necessary to enable the Foreign Representatives to discharge
their duties under the Guernsey Order.

IV. Request for Relief

(46) Pursuant to Bankruptcy Code section 304(b)(3), the Foreign
Representatives seek an Order authorizing discovery in the form
of examinations of GATX, its affiliates, and various individuals
and production of documents to locate and identify assets of the
Company's  estate.  The assets in question are potential claims
by the Company against GATX arising from the purported
termination of the Joint Order Contract and various related
transactions and events.

Such claims could include claims for breach of contract, breach
of fiduciary duties, and restitution.  Were the Foreign
Representatives to bring one or more successful actions based on
such claims, any recovery thereon could have a material effect
on distributions to creditors in the Guernsey Proceeding.

Therefore, granting the relief requested will permit the Foreign
Representatives to identity potential claims for the benefit of
the Company's estate, foster the equitable, economical and
expeditious administration of the Company's estate, and afford
comity to the Guernsey Proceeding and the Guernsey Court.

(47) To expedite their investigation of such potential claims,
the Foreign Representatives seek:

     (i) to conduct examinations of GATX and its affiliates and
         various representatives and former representatives of
         GATX and its affiliates; and

    (ii) the production of certain documents within GATX's
         possession or control concerning or related to
         transactions, events and issues discussed in this
         Petition.

Under the circumstances, the Foreign Representatives believe
this request is justified and that compliance with it will not
be unreasonably burdensome for the individuals and entities
concerned.

The Foreign Representatives reserve their right to supplement
their requests for documents and other information as necessary.
In the event the Foreign Representatives decide to seek
additional discovery in this proceeding from additional parties
or beyond the scope of the relief requested herein, they will
seek appropriate authorization from this Court.

(48) A proposed order granting the Petition and the relief
requested is attached hereto as Exhibit A.

V. Basis for Relief

(49) Other than the action for turnover commenced with the
filing of the Complaint, the Company and the Foreign
Representatives have not asserted, and do not assert
herein, any claim against GATX in connection with the purported
termination of the Joint Order  Contract or related events.  The
Foreign Representatives need more information to determine
whether pursuing any such claims would be advisable.

(50) The Foreign Representatives have had relatively limited
access to individuals who were directly involved in the events
discussed in this Petition.  For example, neither of the GFAC
directors nominated by the Company is currently employed by the
Company or its subsidiaries, and neither has provided meaningful
assistance to the Foreign Representatives.  The GFAC director
most directly and extensively involved in the activities of
the joint venture on the Company's behalf is one Peter Gysel.
Mr. Gysel, who, the Foreign Representatives believe, is a Swiss
national residing in France, has been unwilling to meet with
or provide information to the Foreign Representatives.  Notably,
only a few months after Airbus's termination of the Joint Order
Contract, Mr. Gysel became an employee of Airbus.

(51) Although the GFAC JV Agreement provided for equal authority
over and participation in GFAC by both shareholders, GATX
appears to have exercised a significantly greater degree control
over GFAC's day-to-day affairs, most of which apparently were
conducted at GATX's principal place of business.  No separate
independent books and records appear to have been maintained on
GFAC's behalf.  GATX maintained certain records for its own
account, which the Foreign Representatives have obtained and
examined.  GATX also continues to control the bank account used
for GFAC's business and has refused to provide the Foreign
Representatives a complete record of transactions involving
funds from this account.

(52) Moreover, the events surrounding the purported termination
of the Joint Order Contract and the execution of GATX's new
agreement with Airbus, as well as GATX's opposition to GFAC's
liquidation, raise a number of questions of material relevance
to the Company's estate that have not been answered in
submissions filed in connection with either the Guernsey
Proceeding or the Cayman Proceeding.

(53) For example, GATX has not explained to the Guernsey Court
or the Cayman Court why it has blocked (and continues to attempt
to block) GFAC from investigating potential  claims against
Airbus, even though Airbus's actions appear to have virtually
destroyed its equity in GFAC, or why it continues to oppose
GFAC's liquidation.  What was the relationship, if any, between
GATX's new agreement with Airbus and the Joint Order Contract?
Did this new agreement affect rights that GFAC may have or have
had under the Joint Order Contract or otherwise? Were any of
these or related actions taken by GATX or GATX-appointed GFAC
directors without the knowledge of GFAC or the Company or to the
detriment of GFAC or the Company? Did GATX and Airbus agree, as
GFAC believed, to apply PDPs that GFAC paid under the Joint
Order Contract to their new agreement for the benefit of GATX?
If so, then the actions of various parties and any relevant
agreements may have given rise to multiple claims against a
number of parties, particularly if, as it appears, GFAC and
Airbus agreed in principle on the terms of their new arrangement
before Airbus even purported to terminate the Joint Order
Contract.  In any event, the circumstances suggest that these
events and GATX's continuing dealings with Airbus could
implicate significant assets of the Company's estate.

(54) Thus, the answers to various important questions facing the
Foreign Representatives related to the estates' most significant
assets remain unclear.  What the Foreign
Representatives believe is clear, however, includes:

     (i) Airbus purported to terminate the Joint Order Contract
         in breach of its terms;

    (ii) Airbus has admitted violating the waiting period
         requirement in the Joint Order Contract but has
         insisted that GFAC repudiated;

   (iii) GFAC has denied the repudiation allegation, and the
         Foreign Representatives have found no evidence to
         support repudiation;

    (iv) Airbus has retained more than US$227 million of GFAC's
         PDPs;

     (v) GATX has blocked GFAC from pursuing possible claims
         against Airbus, even though GATX contributed more than
         US$77 million of GFAC's PDPs;

    (vi) before Airbus's purported termination of the Joint
         Order Contract, GATX appears to have reached an
         agreement with Airbus on a new, unilateral aircraft
         purchase contract;

   (vii) GFAC believed that Airbus applied PDPs that GFAC paid
         under the Joint Order Contract to GATX's new unilateral
         contract, perhaps improperly; and

  (viii) Airbus continues to hold approximately US$150 million
         in PDPs that the Company alone contributed to GFAC.

(55) As joint liquidators in the Guernsey Proceeding, the
Foreign Representatives have an obligation to locate, identify,
and recover assets for distribution to the Company's creditors.
To identify claims that may arise out of these events, the
Foreign Representatives must examine the facts and circumstances
surrounding the purported termination of the Joint Order
Contract and the execution of the new aircraft purchase
agreement by GATX and Airbus, as well as the history of
transactions involving GFAC's bank account.  The relief
requested is necessary for them to carry out such examination
effectively and expeditiously.

(56) Denying the requested relief could delay and hinder the
administration of the Company's estate in the Guernsey
Proceeding.  Absent the relief requested, the task of
determining whether the Company has claims against GATX and/or
Airbus would be significantly more time consuming, assuming it
could be accomplished at all.  As a result, in the event that
such claims exist, preventing the Foreign Representatives from
pursuing them could harm the Company's creditors by depriving
them the benefit of any resulting recovery, which could be
material to the Company's estate.

VI. Applicable Authority

A. Jurisdiction, Venue And Available Relief Under Section 304

(57) Bankruptcy Code section 304 authorizes a "foreign
representative" appointed in a "foreign proceeding" to commence
a case ancillary to that foreign proceeding by filing a petition
in the United States Bankruptcy Court. 11 U.S.C. SS 304(a).
Bankruptcy Code section 101(23) defines "foreign proceeding" as:

         [a] proceeding, whether judicial or administrative and
         whether or not under bankruptcy law, in a foreign
         country in which the debtor's domicile, residence,
         principal place of business, or principal assets were
         located at the commencement of such proceeding, for the
         purpose of liquidating an estate, adjusting debts by
         composition, extension, or discharge, or effecting a
         reorganization.  11 U.S.C. SS 101(23).  Bankruptcy Code
         section 101(24) defines a "foreign representative" as a
         "duly selected trustee, administrator, or other
         representative of an estate in a foreign proceeding."
         11 U.S.C. SS 101(24).

(58) As set forth herein, the Company commenced an official,
registered voluntary liquidation under Guernsey law in January
2004.  The Guernsey Proceeding is a judicial proceeding
conducted under the supervision of the Guernsey Court that
provides for the orderly liquidation of the Company's assets and
distribution of the proceeds to the Company's creditors.
Accordingly, the Guernsey Proceeding constitutes a foreign
proceeding under Bankruptcy Code section 101(23).

(59) As set forth herein and in the Guernsey Order, the Foreign
Representatives have been appointed as the joint liquidators in
the Guernsey Proceeding.  The CGL, the Guernsey Order, and the
Deed of Arrangement authorize the Foreign Representatives to
take all necessary steps to administer the liquidation of the
Company in the Guernsey Proceeding, including filing an
ancillary proceeding in the United States.  Accordingly, the
Foreign Representatives are duly appointed foreign
representatives as defined in Bankruptcy Code section 101(24)
and are authorized to seek the relief sought in the Petition.

(60) Venue for cases filed under section 304 "is prescribed by
special statute and is contingent on the type of relief
requested in the petition."  Aranha v. Eagle Fund, Ltd. (In re
Thornhill Global Deposit Fund, Ltd.), 245 B.R. 1, 8 (Bankr. D.
Mass. 2000).  Section 1410(b) of title 28, United States Code,
provides that venue for an ancillary case filed under section
304 in order "to require the turnover of property of an estate"
is proper "only in the district court for the district in which
such property is found." 28 U.S.C. SS 1410(c).  As discussed in
this Petition, and in the Complaint, GATX holds property of the
Company's estate in the form of funds owed to the Company.

Therefore, the Foreign Representatives filed the Petition and
the Complaint in this District, where GATX maintains its
principal place of business, which is where, in all likelihood,
such property is to be found.  Accordingly, venue for this
ancillary proceeding under Bankruptcy Code section 304 is proper
in this District. 28 U.S.C. SS 1410(b).

(61) Section 304 authorizes this Court to:

      (i) enjoin the commencement or continuation of any action
          or the enforcement of a judgment against a debtor in a
          foreign proceeding or such debtor's property;

     (ii) order turnover of property of a foreign debtor's
          estate; or

    (iii) "order other appropriate relief." 11 U.S.C. SS 304(b).

The Foreign Representatives seek an "order for other appropriate
relief" under section 304(b)(3) in the form of authorization to
conduct discovery as described herein to identify and locate
assets of the Company's estate.

(62) This Court may order such relief so long as it "will best
assure an economical and expeditious administration of [the
Company's estate in the Guernsey Proceeding]
consistent with" the factors set forth set forth in Bankruptcy
Code section 304(c).  The relief requested in the Petition is
consistent with all applicable section 304(c) factors.
Specifically, granting the requested relief will:

     (i) provide just treatment of all of the Company's
         creditors and parties-in-interest, both foreign and
         domestic, 11 U.S.C. SS 304(c)(1);

    (ii) not unfairly prejudice and inconvenience creditors in
         the United States, 11 U.S.C. SS 304(c)(2);

   (iii) prevent preferential and fraudulent dispositions of
         property and assets, 11 U.S.C. SS 304(c)(3);

    (iv) permit the distribution of proceeds pursuant to the
         terms of the Deed of Arrangement, with distribution
         priorities substantially in accordance with those set
         forth in the Bankruptcy Code, 11 U.S.C. SS 304(c)(4);
         and

     (v) promote the interests of comity, 11 U.S.C. SS
         304(c)(5).

(63) This Court has considerable power under section 304 to
fashion relief appropriate for the particular circumstances of
each ancillary proceeding.  Section 304 was enacted "to enable
[courts in the United States] to aid foreign courts, so as to
promote a more efficient and economic administration of
transnational insolvency proceedings."  In re Hughes, 281 B.R.
224, 228 (Bankr. S.D.N.Y. 2002) (citing legislative history).
See also In re Shavit, 197 B.R. 763, 766-6 (Bankr. S.D.N.Y.
1996) ("In enacting section 304, Congress recognized the
increasing number of foreign insolvency proceedings and their
effect on American assets and interests.  It sought, through
section 304, to create a mechanism for courts in this country to
provide flexible assistance to their foreign counterparts and to
give effect to the principle of comity."  (citations omitted));
Angulo v. Kedzep Ltd., 29 B.R. 417, 419 (S.D. Tex. 1983)
("Section 304 was drafted to permit courts to make appropriate
orders under the circumstances of each case considering the
principles of international comity.").

(64) The guidelines in section 304(c) "are designed to give the
court the maximum flexibility in handling ancillary cases." S.
Rep. No. 95-989, at 35 (1978), reprinted in 1978 U.S.C.C.A.N.
5787, 5821.  See In re Thornhill Global Deposit Fund, Ltd., 245
B.R. at 7 ("Courts have interpreted [section 304(c)] broadly,
allowing the bankruptcy court to mold relief in near blank check
fashion to enforce the [Bankruptcy] Code's underlying equitable
principles."); In re Culmer, 25 B.R. 621, 624 (Bankr. S.D.N.Y.
1982) (same); see also In re Gee, 53 B.R. 891, 896-7 (Bankr.
S.D.N.Y. 1985) ("In allowing the bankruptcy court to order other
appropriate relief, Congress has recognized the bankruptcy
courts' need for considerable flexibility in confronting the
multitude of complex and unforeseen problems that are associated
with international bankruptcy cases."). "[W]hen examining all of
the section 304(c) factors, the focus of the bankruptcy court is
'whether the relief [sought] will afford equality of
distribution of available asserts.'"  In re Koreag, Controle et
Revision S.A., 130 B.R. 705, 713 (Bankr. S.D.N.Y. 1991) (quoting
In re Culmer, 25 B.R. at 628).

B. This Court Is Empowered to Grant the Relief Requested

(65) The relief the Foreign Representatives seek is plainly
within the broad powers of this Court under section 304.  At
least seven courts have granted requests by a foreign
representative to conduct discovery in connection with an
ancillary proceeding under section 304.  See In re Gross, 278
B.R. 557, 561-63 (Bankr. M.D. Fla. 2002); In re Kojima, 177 B.R.
696 (Bankr. D. Co. 1995); In re Brierley, 145 B.R. 151, 159-61
(Bankr. S.D.N.Y. 1992); In re Gee, 53 B.R. 891, 899 (Bankr.
S.D.N.Y. 1985); Angulo v. Kedzep, Ltd., 29 B.R. 417, 419 (S.D.
Tex. 1983); see also Wight v. BankAmerica Corp., 219 F3d 79, 81
(2d Cir. 2000) (noting in background summary that foreign
representatives obtained discovery in previously pending state
court action by virtue of 304 petition filed in the Bankruptcy
Court for the Southern District of New York); In re Emerson
Radio Corp., 173 B.R. 490, 491 (D.N.J. 1994) (granting
creditor's motion to transfer section 304 proceeding from the
Bankruptcy Court for the Southern District of New York wherein
that court granted foreign representative's petition seeking,
inter alia, discovery related to request for turnover of estate
property).

(66) In the earliest of these cases, Angulo v. Kedzep, Ltd., the
trustee of a Canadian corporation in a bankruptcy case in Canada
commenced an ancillary proceeding under section 304 seeking to
take depositions from former employees of the foreign debtor
living in the United States.  The bankruptcy court denied the
trustee's motion, but the district court reversed, holding that
"[a]llowing discovery 'will best assure an economical and
expeditious administration of [this] estate, consistent with
...comity.'" Angulo v. Kedzep, Ltd., 29 B.R. at 419 (quoting 11
U.S.C. SS 304 (c)). The court held that "[a]lthough no courts
have addressed the issue of an ancillary action being brought to
facilitate discovery, .... [t]he scope of section 304 as seen in
the language of the statute and its legislative history is broad
and flexible enough for an ancillary suit to be filed for the
purpose of discovery." Id.

(67) As one court noted in distinguishing the facts of the case
before it from  those in Angulo, In re Brierley, and In re Gee,
the discovery ordered in those three cases "related directly to
the efforts of a foreign representative to marshal and protect
assets in the United States and transfer them to the foreign
proceeding for administration there."  In re Bd. of Dir. of
Hopewell Int'l Ins. Ltd., 258 B.R. 580, 584 (Bankr. S.D.N.Y.
2001).  The same is true of the other cases cited in Paragraph
49 of the Petition.  Likewise, the relief the Foreign
Representatives have requested is necessary for them to marshal
assets of the Company's estate that may be found in the United
States for administration in the Guernsey Proceeding.

(68) Although little authority discusses the factors a court
should examine to determine whether discovery is appropriate in
any particular ancillary case, Gee and Brierley indicate that
the question turns on whether the section 304 requirements for
jurisdiction and  venue have been satisfied.  In Gee, the court
granted a petition for discovery brought by the liquidator of a
Cayman Islands company even though the foreign debtor had no
assets in the United States involved in the foreign proceeding.

"Although it may not be appropriate in every case to allow a 304
petition solely for the purposes of discovery if there is no
property in the United States involved in the foreign
proceeding, where, as here, there is a strong nexus with this
country and this district, that relief is appropriate."  In re
Gee, 53 B.R. at 899.  Because the foreign debtor's management,
legal counsel and accountants resided in the district in which
the section 304 petition was filed, and because it had other
assets located there, the court held that there was "sufficient
jurisdictional predicate to allow discovery to ascertain the
existence and location of the debtor's assets, including any
possible causes of action which it may possess." Id.

(69) In Brierley, the same court held that "[t]here need not be
identifiable property in the United States for discovery to be
granted.  It is enough that venue can be satisfied in some
manner as it has been here.  If there is good reason to believe
that there may be property in the United States, then, as I held
in Gee, discovery ought to be permitted to ascertain the
existence of such property, which may consist of a claim or of
something more tangible."  In re Brierley, 145 B.R. at 169.  In
granting the requested discovery, the court noted that it would
not give the foreign representatives "unfettered authority" to
"examine all other as yet unnamed persons who may have
information deemed relevant," but it would "entertain additional
applications for discovery so long as the identity of the
individual and the need for the examination are established."
Id.

(70) The Foreign Representatives have satisfied the criteria set
forth in Gee and Brierley.  Unlike the foreign debtor in Gee,
the Company does have assets in this country and in this
District in the form of the funds subject to the Complaint filed
in the Foreign Representatives' turnover action.  Moreover,
because GATX maintains its principal place of business in San
Francisco, there is a strong nexus with this District that
justifies granting the relief requested.  GATX is the Company's
joint venture partner in GFAC.  The Company's interest in GFAC
and the potential claims related to it constitute the most
significant assets of the Company's estate.  Thus, the Company's
contractual relationship with GATX constitutes a substantial
connection with this District, and the determination of claims
involving GFAC, GATX and/or Airbus are likely to have a material
impact on the administration of the Guernsey Proceeding.
Accordingly, as in Gee, sufficient jurisdictional predicate
exists to permit discovery here to ascertain the existence and
location of causes of action that the Company may possess.

(71) The Foreign Representatives do not seek unfettered
authority to conduct discovery.  They seek examinations of
selected individuals with knowledge of the events described
herein and certain related documents.  This relief is limited
and narrowly targeted.

C. The Foreign Representatives Are Entitled to the Relief
Requested

(72) This Court is authorized to grant the relief requested
because authorizing discovery under these circumstances is
consistent with the factors set forth in Bankruptcy Code section
304(c) set forth in paragraph 62 of this Petition.

(73) Guernsey is a dependency of the English Crown, and its laws
are substantially similar to English law.

Guernsey law is also substantially similar to United States law
in relevant respects.  One bankruptcy court held that litigants
from the United States are not prejudiced when required to
settle disputes in the Guernsey Court.  "Guernsey, as a
dependency of the British Crown, has laws that are similar,
although certainly not identical, to those of the United
States."  In re Int'l Admin. Servs., Inc., 211 B.R. 88, 94-97
(Bankr. M.D. Fla. 1997) (applying by analogy the factors of
Bankruptcy Code section 304(c) to determine that the Guernsey
Court was "the better forum" for the litigation at issue even
though the bankruptcy court found it had concurrent
jurisdiction; the available "procedures, although different from
[those in] the United States, are sufficiently fair and
reasonable to support [Guernsey as a] choice of forum").

(74) Numerous courts have held that English law is consistent
with concepts of due process and impartiality under United
States law, and English insolvency laws are generally afforded
comity, as are the insolvency laws of other common law
jurisdictions derived from English law. See, e.g., Brierley, 145
B.R. at 162 n.5, 164-166; Lindner Fund, Inc. v. Polly Peck Int'l
plc, 143 B.R. 807, 810 (S.D.N.Y. 1992); In re Tam, 170 B.R. 838,
845 (Bankr. S.D.N.Y. 1994) (collecting cases).  In Brierley, the
court found that all five section 304(c) factors weighed in
favor of granting the relief requested, including discovery.
Brierley, 145 B.R. 162-166.

(75) The relevant attributes of Guernsey law provide protections
for United States claim holders in the Guernsey Proceeding that
are substantially similar(s) as those under English law
identified in Brierley.  Likewise, distribution procedures in
the Guernsey Proceeding are substantially similar to those set
forth in the Bankruptcy Code.  The Guernsey Court is a court
of competent jurisdiction in a sister common law jurisdiction.
Accordingly, this Court should grant comity to the Guernsey
Court and the Guernsey Proceeding by authorizing the discovery
the Foreign Representatives have requested.
VII. Conclusion

(76) The Foreign Representatives' primary goal is the orderly
and economical liquidation of the Company's estate in the
Guernsey Proceeding.  Granting the discovery requested herein
serves this objective by permitting the Foreign Representatives
to identify potential claims to be asserted for the benefit of
the Company's estate.  Such claims would constitute significant
assets of the Company's estate, and any resulting recovery could
have a material effect on distributions to the Company's
creditors.  Promoting the fair and efficient administration of
the Guernsey Proceeding by granting the relief requested is
consistent with the requirements of the Bankruptcy Code and with
well established principles of comity.

For the foregoing reasons, the Foreign Representatives
respectfully request that the Court:

      (i) issue an order authorizing examinations and production
          of documents substantially in the form of the order
          attached hereto as Exhibit A; and

     (ii) grant any further relief the Court deems appropriate.


Dated: San Francisco, California
October 22, 2004

/s/Stephen John Akers
---------------------
Stephen John Akers
Foreign Representative of
Flightlease Holdings (Guernsey) Ltd.

- and -

SKADDEN, ARPS, SLATE, MEAGHER
& FLOM LLP
/s/Timothy A. Miller
--------------------
Timothy A. Miller
Kurt Ramlo
Four Embarcadero Center
Suite 3800
San Francisco, California 94111-5974
(415) 984-6400

J. Gregory St. Clair
Adlai S. Hardin III
Four Times Square
New York, NY 10036-6522
(212) 735-3000

Edward J. Meehan
1440 New York Avenue, NW
Washington, DC 20005-2111
(202) 371-7000
Attorneys for the Foreign Representatives


FRAZER (WILLOW LANE): Calls in Liquidator
-----------------------------------------
At an extraordinary general meeting of the members of the Frazer
(Willow Lane) Limited on October 11, 2004 held at Chiltern
House, 24-30 King Street, Watford WD18 0BP, the extraordinary
and ordinary resolutions to wind up the company were passed.
Paul Michael Davis and Christopher Herron of Begbies Traynor
(South) LLP, 32 Cornhill, London EC3V 3BT have been appointed
joint liquidators of the company.

CONTACT:  BEGBIES TRAYNOR (SOUTH) LLP
          32 Cornhill,
          London EC3V 3BT
          Phone: 020 7398 3800
          Fax:   020 7398 3799
          Web site: http://www.begbies.com


H. L. AIR: Hires Joint Administrators from Begbies Traynor
----------------------------------------------------------
G. N. Lee and S. L. Conn (IP Nos 009204, 001762) have been
appointed joint administrators for H. L. Air Tool Services
Limited.  The appointment was made October 15, 2004.

The company distributes industrial power tools.  Its registered
office is located at Viola Street, Blackburn Road, Bolton BL1
8NG.

CONTACT:  BEGBIES TRAYNOR
          Elliot House
          151 Deansgate
          Manchester M3 3BP
          E-mail: manchester@begbies-traynor.com
          Web site: http://www.begbies.com


JARVIS PLC: Appoints New Chief Operating Officer
------------------------------------------------
Jarvis plc is pleased to announce that Andrew Lezala, the chief
executive of the rail division has been appointed to be Chief
Operating Officer, responsible for the ongoing core businesses
of the Group.

                            *   *   *

Jarvis said in August that after the audit of its report for the
year ended March 31, 2004, there will be a reversal of
exceptional income of GBP3.5 million and a loss on disposal of
GBP0.9 million.  In addition, the application of accounting
standards recommended by auditor requires that an impairment
provision of GBP6.0 million be made in respect of certain of the
joint ventures held at the balance sheet date, whilst profits of
GBP5.1 million on other joint ventures will be recognized in the
current financial year.  Having accounted for other reductions
to turnover of GBP0.4 million, the net effect is to increase the
reported loss before tax in respect of the UPP and PFI joint
venture transactions by GBP9.0 million in the year ended 31
March 2004.  The income arising will now be recognized in the
current financial year.

CONTACT:  JARVIS PLC
          24 Britton St.
          London EC1M 5UA
          Phone: +44-20-7017-8000
          Fax: +44-20-7017-0083
          Web site: http://www.jarvisplc.com

          Jonathan Haslam
          Phone: +44 (0)20 7017 8147

          Bridget Fury
          Lachlan Johnston
          Phone: +44 (0)20 7653 6620


JESTER INTERACTIVE: In Administrative Receivership
--------------------------------------------------
Bank of Scotland called in David Michael Riley and Nicholas Hugh
O'Reilly (Office Holder Nos 008959, 008309) joint administrative
receivers for Jester Interactive Limited (Reg No 02602607).  The
application was filed October 15, 2004.

CONTACT:  NUMERICA
          South Central,
          11 Peter Street,
          Manchester M2 5LG
          Phone: 0161 833 8300
          Fax:   0161 833 8333
          Web site: http://www.numerica.biz


KAMURI LIMITED: Special Winding up Resolution Passed
----------------------------------------------------
At an extraordinary general meeting of the members of the Kamuri
Limited on October 14, 2004 held at Plaza, 535 Kings Road,
London SW10 0SZ, the special resolution to wind up the company
was passed.  Robert Stephen Palmer has been appointed liquidator
for the purpose of such winding-up.


KHSFC LIMITED: General Meeting Set Next Month
---------------------------------------------
A general meeting of the KHSFC Limited will be on November 30,
2004 commencing at 2:00 p.m.  It will be held at Blenheim House,
Fitzalan Court, Newport Road, Cardiff CF24 0TS.

The purpose of the meeting is to receive the account showing
how the winding-up has been conducted and the property of the
company disposed of, and to hear any explanation that may be
given by the liquidator.  Members who want to be represented at
the meeting may appoint proxies.  Proxy forms must be lodged
with Deloitte & Touche LLP, Blenheim House, Fitzalan Court,
Newport Road, Cardiff CF24 0TS not later than 12:00 noon,
November 29, 2004.

CONTACT:  DELOITTE & TOUCHE LLP
          Blenheim House,
          Fitzalan Court, Newport Road,
          Cardiff CF24 0TS
          Phone: +44 (0) 29 2048 1111
          Fax: +44 (0) 29 2048 2615
          Web site: http://www.deloitte.com


MEA CORPORATION: Insolvency Service Disqualifies Two Directors
--------------------------------------------------------------
Two directors of a heating and maintenance engineering business
and electrical contracting building business that both failed
with total debts estimated at around GBP8.3 million have given
an Undertaking not to hold directorships or take any part in
company management for a total period of eleven years.

The Undertaking by Philip David Tonkin, of St. Andrews Road,
Paddock Wood, Tonbridge, Kent and David Henry Walker of Coulsdon
Rise, Coulsdon, Surrey were given in respect of their conduct as
directors of Mea Corporation Limited and Brightchance Limited
which carried out business from premises at 4 Coomber Way,
Beddington Lane, Croydon, Surrey.

The acceptance of the Undertaking on September 20, 2004 with
regard to Mr. Tonkin and September 24, 2004 with regard to Mr.
Walker prevents each of them from being a director of a company
or, in any way, whether directly or indirectly, being concerned
or taking part in the promotion, formation or management of a
company for six years in respect of Mr. Tonkin and five years in
respect of Mr. Walker.

Mea Corporation Limited was placed into administrative
receivership on August 3, 2001 with estimated debts of
GBP4,812,326 owed to creditors.

Brightchance Limited was placed into voluntary liquidation on
July 17, 2001 with estimated debts of GBP3,565,000.

The Insolvency Service, on behalf of the Secretary of State for
Trade & Industry, has responsibility (under Section 6 of the
Company Directors Disqualification Act 1986) for the
investigation of the conduct of directors of failed companies
and for the disqualification of those who are considered to be
unfit to be involved in the management of companies in the
future.

Matters of unfit conduct, not disputed by Mr. Tonkin and Mr.
Walker included, that they:

(a) allowed Mea Corporation to trade to the detriment of
    creditors between January 2000 and June 19, 2001;

(b) allowed Brightchance to trade to the detriment of creditors
    between October 12, 2000 and July 19, 2001.

CONTACT:  THE INSOLVENCY SERVICE
          21 Bloomsbury Street
          London, WC1B 3QW
          Web site: http://www.insolvency.gov.uk

          Disqualification Unit
          Phone: 020 7291 6807
                 020 7291 6832 (Vetting)
          E-mail: Disqualification.Unit@insolvency.gsi.gov.uk

          Criminal Allegations Team
          Phone: 020 7291 6841
          E-mail: criminal.allegations@insolvency.gsi.gov.uk


MECAER UK: Hires Liquidator from Solomon Hare
---------------------------------------------
At an extraordinary general meeting of the Mecaer UK Limited on
October 7, 2004, the special resolution to wind up the company
was passed.  Peter W. Engel of Solomon Hare LLP, Oakfield House,
Oakfield Grove, Clifton, Bristol BS8 2BN has been appointed
liquidator for the purpose of such winding-up.

CONTACT:  SOLOMON HARE LLP
          Oakfield House,
          Oakfield Grove, Clifton,
          Bristol BS8 2BN
          Phone: 0117 933 3000
          Fax: 0117 933 3001
          Web site: http://www.solomonhare.co.uk


M.E.S INSTALLATIONS: First Creditors' Meeting Set Next Week
-----------------------------------------------------------
The initial creditors of M.E.S Installations Limited will be on
November 1, 2004 commencing at 12:00 noon.  It will be held at
The Metropole Hotel, King Street, Leeds, West Yorkshire LS1 2HQ.

Creditors who want to be represented at the meeting may appoint
proxies.  Proxy forms must be submitted together with written
debt claims to BWC Business Solutions Limited, 8 Park Place,
Leeds LS1 2RU not later than 12:00 noon, October 29, 2004.

CONTACT:  BWC BUSINESS SOLUTIONS LIMITED
          8 Park Place,
          Leeds LS1 2RU
          Joint Administrators:
          David Leighton Cockshott
          Gary Edgar Blackburn


NETWORK 300: Hires BDO Stoy Hayward as Administrator
----------------------------------------------------
Anthony Supperstone and Geoffrey Stuart Kinlan (IP Nos 8268/01,
2703) have been appointed joint administrators for Network 300
Limited.  The appointment was made October 11, 2004.  The
company is engaged in other business activities.

CONTACT:  BDO STOY HAYWARD LLP
          Prospect Place,
          85 Great North Road,
          Hatfield, Herfordshire AL9 5BS
          Phone: 01707 255888
          Fax:   01707 255890
          E-mail: hatfield@bdo.co.uk
          Web site: http://www.bdo.co.uk


NORWOOD SYSTEMS: Appoints Grant Thornton Administrator
------------------------------------------------------
Nicholas Wood and Simon Morris (IP Nos 9064, 8680) have been
appointed joint administrators for telecommunications company
Norwood Systems Limited.  The appointment was made October 12,
2004.

CONTACT:  GRANT THORNTON
          Grant Thornton House,
          Melton Street, Euston Square,
          London NW1 2EP
          Phone: 020 7383 5100
          Fax:   020 7383 4715
          Web site: http://www.grant-thornton.co.uk


OCEAN MUSIC: Hires Joint Administrators from PwC
------------------------------------------------
Name of Companies:
Ocean Music Enterprises Limited
Ocean Music Trust

Ian Christopher Oakley Smith and Adrian Richard Stanway (Office
Holder Nos 8890, 2665) have been appointed joint administrators
for these companies.  The appointment was made October 13, 2004.

The charitable institutions teach advance arts.  Its registered
office is located at 270 Mare Street, Hackney, London E8 1HE.

CONTACT:  PRICEWATERHOUSECOOPERS LLP
          Plumtree Court,
          London EC4A 4HT
          Phone: [44] (20) 7583 5000
          Fax:   [44] (20) 7822 4652
          Web site: http://www.pwc.com


PETER STOCKHAM: General Meeting Set Next Month
----------------------------------------------
The general meeting of the Peter Stockham Limited will be on
November 26, 2004 commencing at 10:00 a.m.  It will be held at
St John's Court, Wiltell Road, Lichfield WS14 9DS.

The purpose of the meeting is to receive the account showing
how the winding-up has been conducted and the property of the
company disposed of, and to hear any explanation that may be
given by the liquidator.  Members who want to be represented at
the meeting may appoint proxies.


SOUTH CLEVELAND: HSBC Bank Appoints PwC Receiver
------------------------------------------------
HSBC Bank plc called in Ian David Green, Robert Jonathan Hunt
and Craig Anthony Livesey (Office Holder Nos 9045, 8597, 9186)
joint administrative receivers for South Cleveland Garages
Limited (Reg No 01972111, Trade Classification: 5010-Sale of
Motor Vehicles).  The application was filed October 14, 2004.
The company sells and service new and used motor vehicles.

CONTACT:  PRICEWATERHOUSECOOPERS LLP
          Benson House,
          33 Wellington Street,
          Leeds LS1 4JP
          Phone: [44] (113) 289 4000
          Fax:   [44] (113) 289 4460
          Web site: http://www.pwcglobal.com


SOUTH WEST: Names Joint Administrators from Begbies Traynor
-----------------------------------------------------------
I. E. Walker and A. H. Beckingham (IP Nos 6537, 8683) have been
appointed joint administrators for South West Film Studios (UK)
Limited.  The appointment was made October 8, 2004.

The company is a film studio.  Its registered office is located
at Balliol House, Southernhay Gardens, Exeter, Devon EX1 1NP.

CONTACT:  BEGBIES TRAYNOR
          Princess Court,
          23 Princess Street,
          Plymouth PL1 2EX
          Phone: 01752 252277
          Fax: 01752 255325
          Web site: http://www.begbies.com


TOWERDEAL LIMITED: Members General Meeting Set Next Month
---------------------------------------------------------
The general meeting of the members of Towerdeal Limited will be
on November 30, 2004 commencing at Blenheim House, Fitzalan
Court, Newport Road, Cardiff CF24 0TS.

The purpose of the meeting is to receive the account showing
how the winding-up has been conducted and the property of the
company disposed of, and to hear any explanation that may be
given by the liquidator.  Members who want to be represented at
the meeting may appoint proxies.  Proxy forms must be lodged
with Deloitte & Touche LLP, Blenheim House, Fitzalan Court,
Newport Road, Cardiff CF24 0TS not later than 12:00 noon,
November 29, 2004.

CONTACT:  DELOITTE & TOUCHE LLP
          Blenheim House,
          Fitzalan Court, Newport Road,
          Cardiff CF24 0TS
          Phone: +44 (0) 29 2048 1111
          Fax: +44 (0) 29 2048 2615
          Web site: http://www.deloitte.com


TRAC CONSTRUCTION: Liquidator Moves in
--------------------------------------
            IN THE MATTER OF THE INSOLVENCY ACT 1986

                               and

           IN THE MATTER OF Trac Construction Limited
                        (In Liquidation)

Notice is hereby given, pursuant to Rule 4.19 of the Insolvency
(Scotland) Rules 1986, that on 12th October 2004, I, Keith
Veitch Anderson, Conference House, 152 Morrison Street, The
Exchange, Edinburgh, EH3 8EB was appointed Liquidator of Trac
Construction Limited by Resolution of a meeting of creditors
held pursuant to Section 138(4) of the Insolvency Act 1986.  No
Liquidation Committee was established.

Accordingly I give notice that I do not intend to summon a
further meeting for the purpose of establishing a Liquidation
Committee unless one-tenth, in value, of the creditors require
me to do so in terms of Section 142(3) of the Insolvency Act
1986.

K. V. Anderson, Liquidator
October 14, 2004

CONTACT:  SCOTT & PATERSON
          Conference House
          152 Morrison Street
          The Exchange
          Edinburgh EH3 8EB
          Phone: 0131 248 2638
          Fax: 0131 248 2608
          E-mail: mail@scottandpaterson.co.uk
          Web site: http://www.scottandpaterson.co.uk


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

                                Shareholders   Total    Working
                                   Equity      Assets   Capital
                        Ticker     (US$MM)    (US$MM)   (US$MM)
                        ------   -----------  -------   --------
AUSTRIA
-------
Libro A.G.                          (111)         174     (182)
Rhi A.G.                            (531)       1,471      129


BELGIUM
-------
Carestel N.V.             CSTL.BR     (3)         178      (68)
City Hotels               CITY.BR     (7)         210      (15)
Real Software             REAL.BR   (202)         176      (17)
Sabena S.A.                          (86)       2,215     (297)


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


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


FRANCE
------
Arbel                     PA.ARB     (50)         213      (47)
Banque Nationale
   de Paris Guyane        BNPG       (41)         352      N.A.
BSN Glasspack                       (101)       1,151      179
Bull S.A.                 BULP.PA   (912)         902      (38)
Compagnie Francaise de
   l'Afrique Occidentale             (65)         256       21
Compagnies de
   Machines Bull                    (139)         137       (6)
Charbo De France                  (3,872)       4,738   (2,868)
Euro Computer System                (110)         682      377
Grande Paroisse S.A.                (927)         629      330
Immob Hoteliere                      (68)         233       29
LVL Medical Group         LVLM.PA     (8)         149       (6)
Pneumatiques Kleber S.A.             (34)         480      139
SDR Centrest                        (132)         252      N.A.
SDR Picardie                        (135)         413      N.A.
Soderag                               (3)         404      N.A.
Sofal S.A.                          (305)       6,619      N.A.
Spie-Batignolles                     (16)       5,281       75
St Fiacre (FIN)                       (1)         111      (33)
Trouvay Cauvin                        (0)         134       10
Usines Chausson                      (23)         249       35


GERMANY
-------
Agor A.G.                 DOOG.BE     (8)         392     (126)
Dortmunder
   Actien-Brauerei        DABG       (13)         118      (29)
F.A. Guenther & Son A.G.  GUSG        (8)         111      N.A.
Glunz A.G.                GLUG        (0)         428      (17)
Kamps A.G.                KMPSF.PK   (93)       1,075      (61)
Kaufring A.G.             KAUG       (19)         151      (51)
Marbert A.G.              MTBG       (13)         144      (50)
Nordsee A.G.                          (8)         195      (31)
Primacom A.G.             PRIG      (106)       1,264      (50)
Rinol A.G.                RLIG       (25)         178      (53)
Schaltbau Hold            SLTG       (38)         150      (26)
Senator Entertainment
    A.G.                  SENGk.BE  (153)         126     (148)
Sinn Leffers A.G.         WHGG        (4)         454     (145)
Spar Handels- A.G.        SPAG      (442)       1,433     (234)
VBH Holding A.G.          VBHG       (54)         337      (80)


GREECE
------
Delta Ice Cream                       (3)         183      (14)


ITALY
-----
Binda S.p.A.              BND        (11)         129      (20)
Cirio Finanziaria S.p.A.            (422)       1,583     (396)
Credito Fondiario
   e Industriale S.p.A.             (200)       4,218      N.A.
Finpart S.p.A.                       (31)         793     (248)
Gruppo Coin S.p.A.        GC        (111)         974      (97)
Lazio S.p.A.              LAZI       (57)         495     (330)
Olcese S.p.A.             OLCI.MI    (13)         180      (64)
Technodiffusione
   Italia S.p.A.          TDIFF.PK   (90)         152      (24)


LUXEMBOURG
----------
Millicom International
   Cellular S.A.          MICC       (59)       1,523        4
Oriflame Cosmetics S.A.   ORI.ST     (44)         378       97


NETHERLANDS
-----------
Baan Company N.V.         BAAN        (8)         610       46
Numico N.V.               NUMC      (558)       2,030       83
United Pan-Euro Air       UPC     (5,266)       5,180   (8,730)


NORWAY
------
Pan Fish ASA                         (24)         514      327
Petroleum-Geo Services    PGO        (32)       2,963   (5,250)


POLAND
------
Animex S.A.               ANX         (1)         108      (86)
Exbud Skanska S.A.        EXBUF       (9)         315     (330)
Gruppo Media
   Capital SGPS S.A.      GMPTF.PK   (21)         399      (85)
Mostostal Zabrze          MECOF.PK    (6)         227      366


RUSSIA
------
Kamchatskenergo                     (107)         291    7,319
Zil Auto                             (88)         333  (10,769)


SPAIN
-----
Altos Hornos de
   Vizcaya S.A.                     (116)       1,283     (278)
Avanzit S.A.              AVZ.MC    (117)         457     (247)
Santana Motor S.A.                   (46)         223       41
Sniace S.A.                          (11)         137      (34)


SWITZERLAND
-----------
Kaba Holding A.G.         KABZN      (19)         569      372
Swisslog Holding-R        SLOG       (98)         354      151


UNITED KINGDOM
--------------
Abbott Mead Vickers                   (2)         168      (16)
Alldays Plc                         (120)         252     (202)
Amey Plc                             (49)         932      (47)
Bonded Coach
   Holiday Group Plc                  (6)         188      (44)
Blenheim Group                      (153)         198      (34)
Booker Plc                BKRUY      (60)       1,298       (8)
Bradstock Group           BDK         (2)         269        5
Brent Walker Group        BWL     (1,774)         867   (1,157)
British Energy Plc        BGY     (5,342)       3,438      229
British Nuclear
   Fuels Plc                      (4,248)      40,326     (977)
Center Parcs (UK)
    Group Plc             CQY        (77)         423     (227)
Compass Group             CPG       (668)       2,972     (298)
Costain Group             COST       (60)         396       (4)
Dawson Holdings           DWN.L      (29)         142      (29)
Dignity Plc               DTY.L     (148)         485      (89)
Easynet Group             ESY.L      (45)         323       38
Electrical and Music
   Industries Group       EMI     (1,318)       3,472     (293)
Euromoney Institutional
   Investor Plc           ERM.L     (122)         167       (2)
Gallaher Group            GLH       (492)       6,304      116
Gartland Whalley                     (11)         145       (8)
Global Green Tech Group             (156)         408      (18)
Heath Lambert
   Fenchurch Group Plc               (10)       4,109      (10)
HMV Group Plc             HMV       (130)         997      (56)
Intertek Testing Services ITRK       (64)         508       77
Invensys PLC                        (559)       5,885      882
IPC Media Ltd.                      (685)         254       16
Jarvis Plc                JRVS.L     (26)       1,176     (182)
Lambert Fenchurch Group               (1)       1,827        3
Lattice Group                     (1,290)      12,410   (1,228)
Leeds United              LDSUF.PK   (73)         144      (29)
M 2003 Plc                        (2,204)       7,205     (756)
Manchester City                      (17)         154      (21)
Misys Plc                 MSY       (334)         934       44
Mytravel Group            MT.L    (1,118)       2,551     (533)
Orange Plc                ORNGF     (594)       2,902        7
PD Ports Plc              PDP.L     (282)         361        0
Premier Foods Plc         PFD.L     (565)       1,105       34
Probus Estates Plc        PBE.L      (28)         113      (35)
Regus Plc                 RGU.L      (46)         367      (60)
Rentokil Initial Plc      RTO     (1,092)       3,245      (68)
Saatchi & Saatchi         SSI       (119)         705      (41)
Seton Healthcare                     (11)         157        0
SFI Group                           (108)         178     (162)
Telewest
   Communications Plc     TLWT    (3,702)       7,581   (5,361)
Virgin Mobile
   Holdings Plc           VMOB.L    (101)         278      (80)

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


                            *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter -- Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Larri-Nil Veloso, Ma. Cristina Canson,
Liv Arcipe, and Julybien Atadero, 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.


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