/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/050311.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 Friday, March 11, 2005, Vol. 6, No. 50 Headlines B E L A R U S BELGAZPROMBANK: Gets 'B-' Long-term Foreign Currency Rating C Y P R U S ATHINA CYPRUS: Board to Convene Later this Month CYPRUS AIRWAYS: Chairman Quits for Undisclosed Reasons C Z E C H R E P U B L I C UNION POJISTOVNA: Last Day for Filing Claims April 25 F I N L A N D FINNAIR OYJ: February Load Factor Slightly Up Year-on-year F R A N C E TROUILLET: Court Takes over Management of Trailer Maker G E R M A N Y AK IMMOBILIEN: Creditors Meeting Set First Week of May AUTOHAUS SCHUBOTZ: Gives Creditors Until April to File Claims A. WOLF: First Creditors Meeting Set May AXXIMA PHARMACEUTICALS: Sells Patents to GPC Biotech BEHINDERTE FUR BEHINDERTE: Claims Verification Set Next Month CELANESE AG: Parent Declares Cash, Stock Dividends EIFELER BAU: Proofs of Claim Deadline March 29 JAESCHKE PREUSS: Court Stays All Pending Lawsuits NATURSTEIN BLANKE: Provisional Administrator Moves in PIPPERT & KOCH: Claims Filing Period Ends Later this Month SKINS GMBH: Frankfurt Court to Review Claims June VERSATILE SYSTEMS: Succumbs to Bankruptcy H U N G A R Y MALEV HUNGARIAN: Seeks Tie-up with Another Carrier I R E L A N D AERDART: Bus Operator to Halt Service Later this Month I T A L Y CIRIO FINANZIARIA: Tan Eyes Controlling Stake in Del Monte L I T H U A N I A UKIO BANKAS: Long-term Rating Cut to 'B-' P O L A N D AIR POLONIA: Attracts American Buyer R U S S I A ANZHERO-SUDZHENSKIY WATER: Declared Insolvent ATOM-REM-MASH: Bankruptcy Proceedings Begin KRASNYJ MAYAK: Under Bankruptcy Supervision METROMEDIA INTERNATIONAL: CEO to Receive US$1.3 Mln Sale Bonus PROM-ENERGO-COMPLECT: Declared Insolvent SAKHALIN-GEO-FIZ-RAZVEDKA: Bankruptcy Proceedings Begin SAMTEKS: Ivanovo Court Names A. Konstantinov Insolvency Manager SHARYA-STROY-TREST: Undergoes Bankruptcy Supervision Procedure SYLVENSKAYA: Under Bankruptcy Supervision TORBEEVSKOYE: Deadline for Proofs of Claim Next Month VORONINSKOYE: Creditors Have Until April to File Claims YUKOS OIL: Seeks Stay of Dismissal Order U N I T E D K I N G D O M AA1 SECURITIES: Calls Final Meeting of Creditors ACERISE LIMITED: Members Pass Winding-up Resolution ALLENWEST ELECTRICAL: Names Vantis Redhead French Administrator AME PRECISION: Members Pass Winding-up Resolutions ANNO DEVELOPMENTS: Hires Liquidator from Horwath Clark BAU.WAUS: Final Creditors Meeting Slated Last Week of March BEGLEY PATTEN: Calls in Administrators from Baker Tilly CASAMASS LIMITED: Furniture Retailer Calls in Administrator CHESTERTON LTD.: Files for Receivership After Racking up Losses EUROPEAN NEW: Names Liquidators from Menzies Corporate FEDERAL-MOGUL: Seeks Approval of Surety Claims Settlement Pact FRUEHAUF PARTS: Names PricewaterhouseCoopers Administrator G.P. COMBUSTION: Deadline for Debt Claims Next Month HEART OF MIDLOTHIAN: Drops Plan to Sell Tynecastle JARVIS PLC: Considers Name Change to Leave Troubled Past KINGFISHER REPLACEMENT: Meeting of Creditors Set Next Week MARTIN BIRD: Liquidator from DTE Leonard Curtis Moves in M INVESTMENT: Calls in Liquidator MOWLEM PLC: Outlook Stable on Improved Internal Risk Management M.T.B. SECURITY: Winding-up Report Out Later this Month NISSAN INTERNATIONAL: Members Decide to Wind up Firm OAKDALE FASTENERS: Creditors Meeting Set Later this Month PHOENIX DATABASE: Joint Administrators from Numerica Move in PHYSICAL DISTRIBUTION: Appoints Maidment Judd Administrator POINT INFORMATION: Hires Ernst & Young as Liquidator POLYFENCE (UK): In Administrative Receivership PRE-MET ELECTRICAL: Calls in Administrators from Kingston Smith QXL RICARDO: Tiger Acquisition Improves Offer RAILWAY PERFORMANCE: Hires Wilson Field as Administrator RICKARDS TRADEGLAZE: Names Thompson Partnership Administrator ROYAL & SUNALLIANCE: Hires Turnaround Expert to Chair U.S. Biz ROYAL & SUNALLIANCE: Ratings of Merged U.S. Units Withdrawn TRANSWORLD SCOTLAND: Hires Liquidator from PKF TRIBUNE RISK: Liquidators' Report Now Available WESTON COACH: Administrator from Albert Goodman Moves in WILLIAM BALL: Creditors Have Until Next Month to File Claims WRYCOM GROUP: Calls in Joint Administrators from PKF WYNDHAM UK: Hires Liquidator from Menzies Corporate ********* ============= B E L A R U S ============= BELGAZPROMBANK: Gets 'B-' Long-term Foreign Currency Rating ----------------------------------------------------------- Fitch Ratings assigned Belarus-based Belgazprombank ratings of Long-term foreign currency 'B-', Short-term foreign currency 'B', Individual 'E', and Support '5'. The Outlook is Stable. BGB's Long-term, Short-term and Support ratings are based on Fitch's view of the likelihood of support for the bank being forthcoming from its main shareholder, Russian integrated gas utility Gazprom (Long-term 'BB', Rating Watch Positive). However, the sovereign risk of Belarus limits the extent to which this support can be factored into the ratings. BGB's Individual rating reflects its small size and franchise, weak profitability and moderate capitalization. It also takes into account the bank's high dependence on its main shareholder and concentration levels on both sides of the balance sheet, as well as significant weaknesses in the operating environment. However, it also factors in BGB's adequate, to date, asset quality and relatively strong management. BGB's profitability is weak with a return on equity below the estimated inflation rate and a third of revenue coming from volatile sources of income. Although asset quality seems to be adequate at present, rapid loan growth could result in some deterioration of asset quality as the portfolio seasons. The loan book is highly concentrated by international standards, but reported lending to related parties, including entities of the Gazprom group, are not significant. The majority of non-equity funding is from current accounts of customers, which are highly concentrated. Related parties account for a significant 19% of total customer funding. BGB's capitalization is undermined by the high level of fixed assets, rapid asset growth, a highly concentrated loan book and modest loan loss reserves. BGB was founded in 1991 and at end-H104 was the ninth largest bank in Belarus by assets and equity. Gazprom, together with its subsidiary Gazprombank, owns a 68% stake in the bank, while entities controlled by the Belarusian government hold a 32% share. CONTACT: FITCH RATINGS Alexei Kechko, Moscow Phone: +7 095 956 9901 Vladlen Kuznetsov Phone: +7 095 956 9901 Media Relations: Campbell McIlroy, London Phone: +44 20 7417 4327 BELGAZPROMBANK Web site: http://www.belgazprombank.by/en/ =========== C Y P R U S =========== ATHINA CYPRUS: Board to Convene Later this Month ------------------------------------------------ The Board of Directors of loss-making Athina Cyprus Public Company Limited will meet on March 29, 2005 to: (a) approve the 2004 financial results, (b) set the date of the Annual General Meeting The decision of the board will be revealed before Cyprus Stock Exchange opens for trading on March 30, 2005. * * * Athina Cyprus Public Company Limited saw its net loss swell from CYP565,543 in 2003 to CYP822,836 in 2004. The company has not booked a profit since 2001. CONTACT: ATHINA CYPRUS PUBLIC COMPANY LTD. Hellenic Bank (Investments) Ltd. Menandrou 1 2nd-3rd Floor P.O. Box 24747 1394 Nicosia, Nicosia Phone: 22553655 Fax: 22660551 E-mail: athena@athenacy.com Web site: http://www.athenacy.com CYPRUS AIRWAYS: Chairman Quits for Undisclosed Reasons ------------------------------------------------------ Constantinos Loizides, chairman of loss-making carrier Cyprus Airways, resigned Wednesday, Reuters says. He likewise relinquished his post at Hellenic Bank. Transport Minister Haris Thrasou confirmed Mr. Loizides' resignation, saying the chairman informed him over the phone. "We had two meetings with Mr. Loizides [Wednes]day and he decided to hand in his resignation," Mr. Thrasou said. Mr. Loizides, who did not reveal his reasons for quitting, is the third board member to leave after last week's impromptu strike by cabin crew. The mass action was triggered by the axing of 22 chief stewards. Hours later the carrier rescinded its decision after the labor ministry ruled the termination illegal. Achilleas Kyprianou, the carrier's vice-chairman, was the first to resign following the strike, saying the board had been ill- informed about the effects of implementing redundancies at the carrier. Rumors have it that board members are not fully behind Mr. Loizides' cost-cutting measures, which include redundancies, division spin-offs and sale of Hellas Jet. Since last year, the redundancies have already cost 123 ground personnel and a third of senior management. The government-owned airline posted CYP33.5 million in net loss for 2004. It blames stiff competition and costly fleet renewal for its financial woes. Meanwhile, as of Wednesday, two investors have already taken interest in Hellas Jet and talks are expected to close soon, Mr. Thrasou says. CONTACT: CYPRUS AIRWAYS LIMITED 21 Alkeou Str. 2404 Engomi P.O. Box 21903 1514 Nicosia, Nicosia Phone: 22663054 Fax: 22663167 E-mail: webcentre@cyprusair.com.cy Web site: http://www.cyprusairways.com =========================== C Z E C H R E P U B L I C =========================== UNION POJISTOVNA: Last Day for Filing Claims April 25 ----------------------------------------------------- Creditors of collapsed insurer Union Pojistovna have until April 25 to file their proofs of claim, according to Czech News Agency. Finance Ministry Spokesman Radek Nemecek said the claims will be reviewed at a later date. The insurer declared bankruptcy in August after admitting it can no longer settle its obligations. CONTACT: UNION POJISTOVNA A.S. HavlIckova 15 110 00 Praha 1 Phone: 296 332 872, 296 332 870 Fax: 296 332 871 E-mail: sekretariat_praha@unionpoj.cz Web site: http://www.unionpoj.cz ============= F I N L A N D ============= FINNAIR OYJ: February Load Factor Slightly Up Year-on-year ---------------------------------------------------------- Finnair Oyj scheduled traffic, measured in passenger kilometers, increased by 6.0% compared to February last year. Passenger load factor was 64.8%, up 1.9 percentage points. Number of passengers carried was 553,900, up to 0.7%. Double-digit growth in Asian traffic continues. In February, demand for Asian flights grew by 18.2%. European traffic grew by 4.3% and passenger numbers by 11.1%. European passenger load factors increased 3.9 percentage points. In domestic service, capacity was cut because the New Year's lightened schedule was applied longer than normally, and capacity increases were applied to winter holiday weeks. About 50% of Finnair scheduled traffic revenues are generated in European traffic, 25% come from Asian flights and 20% from domestic services. Finnair traffic increased by 2.9% in February, while the capacity was up by 2.4%, resulting in a passenger load factor of 72.8%, 0.3 points higher than last year. All Finnair Group airlines together transported 655,200 passengers, which is 0.3% more than a year ago. Comparisons versus last year are impacted by some 3.5 percentage points, because 2004 was a leap year. Departure punctuality of scheduled flights was 85.3% (based on a fifteen-minute standard), 0.8 points higher than in February 2004. Including leisure flights departure punctuality was 83.9% (+0.7 p.p). Arrival punctuality of scheduled flights was 84.9% and that of all operations was 83.0%. According to the punctuality data of the Association of European Airlines (AEA), in January-December Finnair was the most punctual airline and one of the airlines with least cancellations. Finnair's Tallinn-based subsidiary Aero AS, carried 61,500 passengers (+429.1%) on routes between Helsinki and the Baltic capitals and within Southern Finland. During February, Stockholm-based flynordic continued to gain market share and carried 86,100 passengers (+60.2%) on its Scandinavian routes. Aero and flynordic figures are respectively included in Finnair Group total figures. Scheduled traffic (a) In scheduled traffic (international + domestic) revenue passenger kilometers increased by 6.0%. The change in capacity was +2.9%. Passenger load factor was 64.8%, 1.9 percentage points higher than last year. (b) In scheduled international traffic, total number of passengers was up by 11.2%. Capacity in ASKs was +6.2%, while RPKs increased by 9.5%. (i) In European scheduled traffic, ASKs decreased by 2.7%, and as RPKs increased by 4.3%, the passenger load factor was 58.1%, up 3.9 points from previous year. (ii) In North Atlantic scheduled traffic, capacity increased by 6.5%. Change in RPKs was +0.9%, and passenger load factor for February was 70.9%, 3.9 points lower than previous year. (iii) In Asian scheduled traffic, capacity increase was 20.4% mainly due to adding frequencies to Shanghai and Osaka since beginning of June. The passenger traffic was up by 18.2%. Passenger load factor was 75.3%, 1.4 percentage points down. (c) Domestic scheduled traffic decreased by 14.3% on a capacity decrease of 13.9%. Passenger load factor decreased by 0.3 percentage points to 56.1%. Leisure traffic ASKs for leisure traffic increased in February by 1.1%, and RPKs decreased by 2.1%, resulting in a passenger load factor of 92.4%, 3.1 points lower than last year. Cargo Cargo traffic decreased by 0.7% in terms of cargo tons carried. Growth in scheduled traffic was -4.9%. Decrease in Asian traffic was - 3.6%. Volume in European traffic decreased by 11.5%. In North-Atlantic traffic cargo volume increased by 12.9%. Cargo traffic carried on chartered cargo flights increased by 32.0%. The cargo load factor was 53.8%. The cargo load factor in the Far Eastern traffic was 71.4% and in the North Atlantic traffic 71.3%. Air Traffic During February 2005 and Financial Year 2005 Feb 05 %- Jan05- %-CHANGE CHANGE Feb05 TOTAL TRAFFIC Passengers 1000 655,2 0,3 1 276,3 3,3 Available seat-kilometres mill 1 855,3 2,4 3 726,7 3,4 Revenue passenger kilometres mill 1 351,1 2,9 2 716,8 4,6 Passenger load factor % 72,8 0,3p 72,9 1,2p Cargo tonnes total 6 537,5 -0,7 12 951,1 2,4 Available tonne-kilometres mill 268,9 6,4 541,1 7,1 Revenue tonne-kilometres mill 151,8 2,9 304,1 5,0 Overall load factor% 56,4 -1,9 p 56,2 -1,2 p SCHEDULED TOTAL Passengers 1000 553,9 0,7 1 071,0 4,0 Available seat-kilometres mill 1 315,1 2,9 2 641,8 4,2 Revenue passenger kilometres mill 851,9 6,0 1 714,1 9,2 Passenger load factor% 64,8 1,9 p 64,9 4,8p EUROPE Passengers 1000 301,7 11,1 578,2 13,0 Available seat-kilometres mill 572,3 -2,7 1 153,9 0,0 Revenue passenger kilometres mill 332,4 4,3 648,1 7,9 Passenger load factor% 58,1 3,9p 56,2 7,9p NORTH ATLANTIC Passengers 1000 12,5 -0,3 28,9 9,7 Available seat-kilometres mill 128,2 6,5 281,6 12,4 Revenue passenger kilometres mill 90,9 0,9 209,3 10,5 Passenger load factor% 70,9 -3,9p 74,3 -1,7 p ASIA Passengers 1000 48,0 15,7 97,4 11,3 Available seat-kilometres mill 435,9 20,4 857,3 15,1 Revenue passenger kilometres mill 328,4 18,2 665,7 16,3 Passenger load factor% 75,3 -1,4p 77,6 1,0p DOMESTIC Passengers 1000 191,7 -14,5 366,5 -9,4 Available seat-kilometres mill 178,8 -13,9 348,9 -9,8 Revenue pax-kilometres mill 100,2 -14,3 190,9 -7,9 Passenger load factor% 56,1 -0,3p 54,7 2,1p LEISURE TRAFFIC Passengers 1000 101,3 -1,9 205,3 -0,4 Available seat-kilometres mill 540,2 1,1 1 085,0 1,5 Revenue passenger kilometres mill 499,1 -2,1 1 002,7 -2,4 Passenger load factor% 92,4 -3,1 p 92,4 -3,8 p CARGO TRAFFIC Cargo scheduled traffic total 5 458,0 -4,9 10 805,4 -3,4 tonnes Europe tonnes 1 827,0 -11,5 3 695,6 -9,6 North Atlantic tonnes 723,4 12,9 1 386,2 6,8 Asia tonnes 2 539,3 -3,6 5 012,4 -0,8 Domestic tonnes 368,3 -6,9 711,2 -5,6 Cargo leisure traffic tonnes 38,8 -32,0 82,3 -34,0 Scheduled cargo charter tonnes 1 040,7 32,0 2 063,5 54,4 Cargo tonnes total 6 537,5 -0,7 12 951,1 2,4 Available tonne-kilometres* mill 58,1 10,2 117,9 13,1 Revenue tonne-kilometres mill 31,3 2,8 61,6 6,1 Cargo load factor* % 53,8 -3,8 p 52,2 -6,2 p - - - - - - - - - - - p= percentage points Finnair Oyj Communications March 9, 2005 CONTACT: FINNAIR OYJ Taneli Hassinen Communications Officer, IR Phone: +358 9 818 4976 Mr. Christer Haglund SVP Communications Phone: +358 9 8184007 Mr. Timo Riihimaki Assistant VP, Cargo Phone: +358 9 8185487 =========== F R A N C E =========== TROUILLET: Court Takes over Management of Trailer Maker ------------------------------------------------------- The commercial court of Roanne placed semi-trailer manufacturer Trouillet under court-supervised administration on Monday, Les Echos says. The ruling came after the group filed for insolvency on Friday. Eric Etienne-Martin has been appointed administrator. The company has failed to pay EUR4 million in debt, despite posting EUR12 million in turnover in 2004. It recently removed its chairman and main shareholder, Michel Lucas, following a two-day strike by 120 employees, who demanded payment of their wages for February. The public prosecutor in Marseilles is currently investigating Mr. Lucas for fraud and embezzlement involving another company. CONTACT: TROUILLET Michel Lucas, President 8 Rue de L'Industrie 42510 Balbigny ============= G E R M A N Y ============= AK IMMOBILIEN: Creditors Meeting Set First Week of May ------------------------------------------------------ The district court of Frankfurt am Main opened bankruptcy proceedings against AK Immobilien GmbH on Feb. 4, 2005. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until March 23, 2005 to register their claims with court-appointed provisional administrator Fabio Algari. Creditors and other interested parties are encouraged to attend the meeting on May 4, 2005, 9:55 a.m. at the district court of Frankfurt am Main, Klingerstrasse 20, 60313 Frankfurt am Main 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: AK IMMOBILIEN GMBH Am Steinfurter Weg 1b 61231 Bad Nauheim Fabio Algari, Provisional Administrator Oppenheimer Landstrasse 3 60594 Frankfurt/Main Phone: 069/6109160 Fax: 069/61091616 AUTOHAUS SCHUBOTZ: Gives Creditors Until April to File Claims ------------------------------------------------------------- The district court of Halle-Saalkreis opened bankruptcy proceedings against Autohaus Schubotz GmbH on Feb. 3, 2005. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until April 5, 2005 to register their claims with court-appointed provisional administrator Rudiger Weiss. Creditors and other interested parties are encouraged to attend the meeting on May 3, 2005, 11:15 a.m. at the district court of Halle-Saalkreis, Thuringer Str. 16, 06112 Halle 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: AUTOHAUS SCHUBOTZ GMBH Trift 5 06231 Bad Durrenberg Rudiger Weiss, Provisional Administrator Delitzscher Str. 70 06112 Halle Phone: 0345/614080 Fax: 0345/6140810 A. WOLF: First Creditors Meeting Set May ---------------------------------------- The district court of Halle-Saalkreis opened bankruptcy proceedings against A. Wolf Haustechnik GmbH on Feb. 3, 2005. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until April 5, 2005 to register their claims with court-appointed provisional administrator Rudiger Weiss. Creditors and other interested parties are encouraged to attend the meeting on May 2, 2005, 10:00 a.m. at the district court of Halle-Saalkreis, Thuringer Str. 16, 06112 Halle 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: A. WOLF HAUSTECHNIK GMBH Hansastr. 9a 06118 Halle Contact: Andreas Wolf, Manager Fontanestr. 38 06179 Teutschenthal Rudiger Weiss, Provisional Administrator Delitzscher Str. 70 06112 Halle Phone: 0345/614080 Fax: 0345/6140810 AXXIMA PHARMACEUTICALS: Sells Patents to GPC Biotech ---------------------------------------------------- Biopharmaceutical company GPC Biotech AG acquired the assets of bankrupt Axxima Pharmaceuticals AG for US$17 million, Mass High Tech reports. The sale includes Axxima's patents, patent applications and technology, as well as several early-stage drug discovery programs for cancer. GPC is involved in discovering and developing new anti-cancer drugs. Axxima, which declared bankruptcy in December, is into kinase drug research. Axxima holds some US$11 million in assets that may be turned into cash. According to a GPC spokesman, they intend to use the amount to keep Axxima's 40 workers in Germany for about 18 months. CONTACT: AXXIMA PHARMACEUTICALS AG Am Klopferspitz 19 Martinsried, Germany 82152 Phone: 49 (0) 89 - 740 165 - 0 Fax: 49 (0) 89 - 740 165 - 20 E-mail: mail@axxima.com Web site: http://www.axxima.com/ BEHINDERTE FUR BEHINDERTE: Claims Verification Set Next Month ------------------------------------------------------------- The district court of Frankfurt am Main opened bankruptcy proceedings against Behinderte fur Behinderte e.V. on Feb. 2, 2005. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until March 24, 2005 to register their claims with court-appointed provisional administrator Manfred Burghardt. Creditors and other interested parties are encouraged to attend the meeting on April 25, 2005, 9:30 a.m. at the district court of Frankfurt am Main, Klingerstrasse 20, 60313 Frankfurt am Main 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: BEHINDERTE FUR BEHINDERTE E.V. Rodelheimer Landstrasse 192 60489 Frankfurt am Main Contact: Stephan Hohl, Manager Manfred Burghardt, Provisional Administrator Theobald-Christ-Strasse 24 D-60316 Frankfurt am Main Phone: 069/94414770 Fax: 069/94414780 CELANESE AG: Parent Declares Cash, Stock Dividends -------------------------------------------------- In accordance with its previously disclosed intentions, the Board of Celanese Corporation (NYSE:CE) declared on Tuesday a special cash dividend and special stock dividend to the holders of its Series B common stock of record as of March 8, 2005. The cash dividend, in the amount of $803,594,144.00, is payable on April 7, 2005. The stock dividend of 7,500,000 shares of the company's Series A common stock is payable on March 9, 2005 and was triggered by the expiration of the underwriters' over- allotment option, which was not exercised. The special cash dividend and the special stock dividend were declared in accordance with terms of the company's Second Amended and Restated Certificate of Incorporation as described in the company's registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission in connection with the company's IPO on January 21, 2005. Celanese Corporation (NYSE:CE) is an integrated global producer of value-added industrial chemicals with 2004 sales of US$5 billion. Based in Dallas, the company holds no. 1 or no. 2 market positions in products comprising the majority of its sales and has four major businesses: Chemicals Products, Technical Polymers Ticona, Acetate Products and Performance Products. Celanese has 29 production plants, with major operations in North America, Europe and Asia. For more information, visit http://www.celanese.com. * * * In January, Standard & Poor's Ratings Services assigned its 'B+' rating and its recovery rating of '3' to US$2.8 billion of senior secured credit facilities of Dallas, Texas-based chemical producer BCP Crystal U.S. Holdings Corp., a subsidiary of Celanese Corp. The outlook is revised to positive from negative. Standard & Poor's also affirmed its 'B+' corporate credit ratings on BCP Crystal U.S. Holdings and its Germany-based subsidiary, Celanese AG. In addition, Standard & Poor's affirmed its 'B+' corporate credit and senior unsecured debt ratings on Acetex Corp., which is being acquired by Celanese Corp., and revised the outlook to positive from negative. The outlook revision reflects the potential that improving earnings, debt reduction, and Celanese Corp.'s financial policies would enable debt leverage measures to gradually strengthen to more-than-satisfactory levels within the next few years. The 'B+' and the '3' recovery rating indicate that lenders of the senior secured credit facilities can expect a meaningful (50%-80%) recovery of principal in the event of default. CONTACT: CELANESE CORPORATION, Dallas Media Contacts: U.S.A Vance Meyer Phone: 972-443 4847 Fax: 972-443 8519 E-mail: Vance.Meyer@celanese.com or Europe Michael Kraft Phone: 49 (0)69-305-14072 Fax: 49 (0)69 305 36787 E-mail: M.Kraft@celanese.com or Investor Relations Andrea Stine Phone: 908-901 4504 Fax: 908-901 4805 E-mail: A.Stine@celanese.com EIFELER BAU: Proofs of Claim Deadline March 29 ---------------------------------------------- The district court of Aachen opened bankruptcy proceedings against Eifeler Bau- und Mobelschreinerei GmbH on Feb. 16, 2005. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until March 29, 2005 to register their claims with court-appointed provisional administrator Siegfried Muller. Creditors and other interested parties are encouraged to attend the meeting on May 25, 2005, 11:30 a.m. at the district court of Aachen, Nebenstelle Augustastrasse, Augustastrasse 78/80, 52070 Aachen 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: EIFELER BAU- UND MTBELSCHREINEREI GMBH Annastr. 7 53945 Blankenheim Contact: Elisabeth Udelhofen, Manager Herzogstr. 6 53533 Aremberg Siegfried Muller, Provisional Administrator Zum Markt 10 53888 Mechernich Phone: 02443/9812-0 Fax 02443/9812-19 JAESCHKE PREUSS: Court Stays All Pending Lawsuits ------------------------------------------------- The district court of Halle-Saalkreis opened bankruptcy proceedings against Jaeschke u. Preuss Baugesellschaft mbH on Feb. 7, 2005. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until April 5, 2005 to register their claims with court-appointed provisional administrator Dr. Lucas F. Flother. Creditors and other interested parties are encouraged to attend the meeting on May 3, 2005, 2:00 p.m. at the district court of Halle-Saalkreis, Thuringer Str. 16, 06112 Halle 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: JAESCHKE U. PREUSS BAUGESELLSCHAFT MBH Rontgenweg 3 06667 Weissenfels Dr. Lucas F. Flother, Provisional Administrator Hansering 1 D-06108 Halle Phone: 0345/212220 Fax: 0345/2122222 NATURSTEIN BLANKE: Provisional Administrator Moves in ----------------------------------------------------- The district court of Halle-Saalkreis opened bankruptcy proceedings against Naturstein Blanke & Giebe GbR on Feb. 11, 2005. Consequently, all pending proceedings against the company have been automatically stayed. Dr. Volker Schlittgen has been appointed provisional administrator. Creditors and other interested parties are encouraged to attend the meeting on April 28, 2005, 9:45 a.m. at the district court of Halle-Saalkreis, Thuringer Str. 16, 06112 Halle 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: NATURSTEIN BLANKE & GIEBE GBR Happberg 3 06667 Tagewerben Contact: Reiner Blanke Dr. Volker Schlittgen, Provisional Administrator Lohrstrasse 11 04105 Leipzig PIPPERT & KOCH: Claims Filing Period Ends Later this Month ---------------------------------------------------------- The district court of Frankfurt am Main opened bankruptcy proceedings against Pippert & Koch GmbH & Co. KG on Feb, 10, 2005. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until March 22, 2005 to register their claims with court-appointed provisional administrator Karl-Heinz Trebing. Creditors and other interested parties are encouraged to attend the meeting on April 21, 2005, 10:10 a.m. at the district court of Frankfurt am Main, Klingerstrasse 20, 60313 Frankfurt am Main 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: PIPPERT & KOCH GMBH & CO. KG Flinschstr. 59 60388 Frankfurt am Main Contact: Gerhard Muller, Manager Karl-Heinz Trebing, Provisional Administrator Hanauer Landstrasse 287-289 60314 Frankfurt am Main Phone: 069/15051300 Fax: 069/15051400 SKINS GMBH: Frankfurt Court to Review Claims June ------------------------------------------------- The district court of Frankfurt am Main opened bankruptcy proceedings against Skins GmbH Ledermoden on Feb. 8, 2005. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until March 18, 2005 to register their claims with court-appointed provisional administrator Karl-Heinz Trebing. Creditors and other interested parties are encouraged to attend the meeting on June 29, 2005, 9:35 a.m. at the district court of Frankfurt am Main, Klingerstrasse 20, 60313 Frankfurt am Main 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: SKINS GMBH LEDERMODEN Kruppstr. 122 60388 Frankfurt am Main Karl-Heinz Trebing, Provisional Administrator Hanauer Landstrasse 287-289 60314 Frankfurt am Main Phone: 069/15051300 Fax: 069/15051400 VERSATILE SYSTEMS: Succumbs to Bankruptcy ----------------------------------------- The district court of Frankfurt am Main opened bankruptcy proceedings against Versatile Systems GmbH on Feb. 4, 2005. Consequently, all pending proceedings against the company have been automatically stayed. Creditors have until March 23, 2005 to register their claims with court-appointed provisional administrator Dr. Holger Lessing. Creditors and other interested parties are encouraged to attend the meeting on May 4, 2005, 9:35 a.m. at the district court of Frankfurt am Main, Klingerstrasse 20, 60313 Frankfurt am Main 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: VERSATILE SYSTEMS GMBH Hauptstrasse 30 65760 Eschborn Dr. Holger Lessing, Provisional Administrator Hanauer Landstrasse 287-289 60314 Frankfurt am Main Phone: 069/15051300 Fax: 069/15051400 ============= H U N G A R Y ============= MALEV HUNGARIAN: Seeks Tie-up with Another Carrier -------------------------------------------------- Troubled national carrier Malev Hungarian Airlines is looking for a strategic partner to boost its chances of recovery, Reuters says. New chairman Peter Honig, in an interview with Klub Radio, said the carrier is eyeing a partnership with another airline that can bring in fresh funds. A partnership would also enable the carrier to expand its fleet and optimize its size. Mr. Honig said, "Strategic alliances can survive serious market competition." The chairman revealed an overlap between Malev's target market and those of low-cost carriers. He, however, denied any plan to cater to budget travelers. Mr. Honig added the carrier might spin off some of its operations to focus on its core passenger transport activity to survive the current financial crisis. He said, "There are branches without which the civilian air transport could survive, and we could consider spinning them off or selling them if required to keep the company operating." Mr. Honig expressed optimism Malev would break even this year, indicating the carrier managed to cut its HUF13 billion loss in 2003. "There is no risk to Malev's ability to operate in the long term," he said. Troubled Company Reporter Europe said on March 2 that five bidders are competing to buy the state's 99.95% stake in Malev. Among the bidders are Italy's Air One, Aviation Solutions, Kyrgyzstan Airlines, Sky Alliance, and Euroinvest Company. Of the five applications, three are bids while the two others are regarded as letters of intent. The winner of the bidding will be announced within 30 days, state privatization agency Allami Privatizacios es Vagyonkezelo said. CONTACT: MALEV HUNGARIAN AIRLINES Phone: 06-40-212121 Web site: http://www.malev.hu ALLAMI PRIVATIZACIOS ES VAGYONKEZELO RT. (APV RT.) H-1133 Budapest, Pozsonyi ut 56 H-1399 Budapest, P.O. Box 708 Phone:(36 1) 237 4400 Fax:(36 1) 237 4100 E-mail: apvrt@apvrt.hu Web site: http://www.apvrt.hu/english/m3.html ============= I R E L A N D ============= AERDART: Bus Operator to Halt Service Later this Month ------------------------------------------------------ Private bus company AerDart will be shutdown on March 20 with the loss of nine jobs, Businessworld reports. The company decided to suspend its service between Dart systems to Dublin Airport due to falling passenger numbers and continued losses. This follows weekend closures of the DART line for upgrade work. Dart line's reopening has been suspended to September, making a resumption of AerDart's service in the near future unlikely. ========= I T A L Y ========= CIRIO FINANZIARIA: Tan Eyes Controlling Stake in Del Monte ---------------------------------------------------------- Philippine's tobacco tycoon Lucio Tan is interested in acquiring majority control of Singapore-listed fruit producer Del Monte Pacific Ltd., an official from its bidding vehicle said. Salvador Mison, president of Basic Holdings Corp., told the Inquirer: "Whenever the Lucio Tan groups buys a company, we want majority control." Mr. Tan already offered to buy the 40% held by Cirio Finanziaria S.p.A. in Del Monte Pacific. But according to Mr. Mison, he is still looking towards additional acquisition, such as the 22% stake held by the second biggest shareholder in Del Monte, the family of Luis Lorenzo, former secretary of agriculture. The family, however, does not appear willing to part with its stake, and is in fact looking forward to exercising its right to buy the 29% of the 40% being offered by Cirio. The 40% stake was worth US$174 million as of last Friday; the 29% stake was valued at US$126 million. Mr. Lorenzo was unavailable for comment when sought by the Inquirer. Cirio is selling assets to pay off debt after defaulting on more than EUR1 billion (US$1.33 billion) in bonds in 2002. CONTACT: CIRIO DEL MONTE ITALIA S.p.A. Legal Address: Via Augusto Valenziani 10 - 00187 Rome Phone: 06 421761 Fax: 06 42176230 Administrative Address: Strada Provinciale per Podenzano, 10 - 29010 San Polo di Podenzano Phone: 0523 536123 Fax: 0523 379257 Web site: http://www.cirio.it ================= L I T H U A N I A ================= UKIO BANKAS: Long-term Rating Cut to 'B-' ----------------------------------------- Fitch Ratings downgraded Lithuania's Ukio Bankas' Long-term rating to 'B-' from 'B+'. Following the downgrade, the Outlook is now Stable. The bank's other ratings are affirmed at Short- term 'B', Individual 'D/E' and Support '5'. At the same the agency has withdrawn the ratings and it will no longer provide ratings or analytical coverage of the issuer. The downgrade of the long-term rating reflects Fitch's ongoing concerns over the lack of progress in dealing with the weaknesses in the bank's corporate governance and transparency. Ukio has weak corporate governance from the perspective of creditors and an opaque shareholder structure. A Lithuanian businessman, Vladimir Romanov, and his family directly own 19.99% of the bank and in January 2005 he was given permission by the central bank, the Bank of Lithuania, to increase his direct stake to 33%. It is Fitch's belief, however, that Mr. Romanov's influence on the bank is greater than his shareholding suggests and that the continuing activity between the bank and this shareholder's other business interests is an ongoing cause for concern. A recent example includes Ukio's involvement in the Scottish football club, Heart of Midlothian, after Mr. Romanov's purchase of 30% stake in the club in early 2005 and the appointment of Liutauras Varanavicius, the chairman of the Supervisory Council of Ukio, as an active member to the club's non-executive council. Fitch has been informed that Ukio became involved in the club at the recommendation of Mr. Romanov. These concerns outweigh the positive developments on the potential sale of the bank's property development in Moscow, which is valued on the bank's books at nearly twice the bank's equity. Fitch has been informed that the sale will be finalized by the beginning of May 2005. The bank has been expanding its retail business, via its leasing subsidiary. As a result, it has made some progress in diversifying its funding and revenues. Loan quality appears adequate, although concentration risks remain high. Ukio was the sixth largest bank in Lithuania by assets (US$594.1 million) on a bank-only basis at end-2004. In Fitch's opinion, support from the Lithuanian authorities is possible, given Ukio's market share of 5% at end-June 2004, although it cannot be relied upon. CONTACT: FITCH RATINGS Banu Cartmell Claudia Nelson Tim Beck, London Phone: +44 20 7417 4222 Media Relations: Campbell McIlroy, London Phone: +44 20 7417 4327 =========== P O L A N D =========== AIR POLONIA: Attracts American Buyer ------------------------------------ An unnamed American investor is interested in buying the entire shares of domestic low budget airways Air Polonia, according to Warsaw Business Journal. The potential acquisition stands to change the terms of the sale offer, which envisions retaining a significant amount of shares with private entrepreneurs who established it. "The Americans have decided that our participation in the new structure is not possible," said Tomasz Sudol, a shareholder in Air Polonia. Under the plan, shareholders will get one-fifth of their total investments. Air Polonia suspended flights in December last year after defaulting on debt. CONTACT: AIR POLONIA Web site: http://www.airpolonia.com =========== R U S S I A =========== ANZHERO-SUDZHENSKIY WATER: Declared Insolvent --------------------------------------------- The Arbitration Court of Kemerovo region commenced bankruptcy proceedings against Anzhero-Sudzhenskiy Water Pipe And Canalization after finding the open joint stock company insolvent. The case is docketed as A27-10190/2004-4. Mr. V. Trofimov has been appointed insolvency manager. Creditors have until April 5, 2005 to submit their proofs of claim to 650065, Russia, Kemerovo, Moskovskiy Pr. 45B, 107. CONTACT: ANZHERO-SUDZHENSKIY WATER PIPE AND CANALIZATION 652090, Russia, Kemerovo region, Znzhero-Sudzhensk, Militseyskaya Str. 64 Mr. V. Trofimov Insolvency Manager 650065, Russia, Kemerovo region, Moskovskiy Pr. 45B, 107 ATOM-REM-MASH: Bankruptcy Proceedings Begin ------------------------------------------- The Arbitration Court of Kursk region commenced bankruptcy proceedings against Atom-Rem-Mash after finding the factory insolvent. The case is docketed as A35-6443/04 g. Mr. P. Bondarev has been appointed insolvency manager. Creditors have until April 5, 2005 to submit their proofs of claim to 305022, Russia, Kursk, 1st Shigrovskaya Str. 46 A2. CONTACT: Mr. P. Bondarev Insolvency Manager 305022, Russia, Kursk region, 1st Shigrovskaya Str. 46 A2 KRASNYJ MAYAK: Under Bankruptcy Supervision ------------------------------------------- The Arbitration Court of Vladimir region has commenced bankruptcy supervision procedure on close joint stock company Krasnyj Mayak (TIN 3317000615). The case is docketed as A11- 12054/2004-K1-66B. Mr. A. Bukhanov has been appointed temporary insolvency manager. Creditors may submit their proofs of claim to 121359, Russia, Moscow, Akad Pavlova Str. 13, Apartment 73. A hearing will take place on April 12, 2005, 1:30 p.m. CONTACT: KRASNYJ MAYAK 601975, Russia, Vladimir region, Kovrovskiy region, Krasnyj Mayak Mr. A. Bukhanov Temporary Insolvency Manager 121359, Russia, Moscow, Akad Pavlova Str. 13, Apartment 73 METROMEDIA INTERNATIONAL: CEO to Receive US$1.3 Mln Sale Bonus -------------------------------------------------------------- On March 8, 2005, Metromedia International Group, Inc. entered into Transaction Bonus Agreements with each of Mark Hauf, the Company's Chairman and Chief Executive Officer and Natalia Alexeeva, the General Counsel and Secretary of the Company. On March 1, 2005, the Company entered into a Transaction Bonus Agreement with Victor Koresh, the Company's Vice President of Operations -- Russia. The following summary of such Transaction Bonus Agreements is qualified in its entirety by reference to the applicable Transaction Bonus Agreement. Transaction Bonus Agreement with Mark Hauf Under the terms of Mr. Hauf's Transaction Bonus Agreement, which is effective from the Effective Date through and including September 30, 2005, he is entitled to these compensation and benefits: Transaction Bonus If the Company sells its entire interest in ZAO PeterStar, and such sale is consummated on or before September 30, 2005, Mr. Hauf is entitled to a cash bonus in an amount equal to US$1,333,333, plus 15% of the amount, if any, by which the aggregate consideration paid to the Company in the sale exceeds U.S. $178,000,000. This cash bonus will be paid 50% at the closing of such transaction, 25% six-months following the closing of such transaction and the remaining 25% on the first anniversary of such closing, subject to Mr. Hauf's continued employment with the Company as of each such date. After the Company pays to Mr. Hauf the portion of the bonus payable at the closing, the remaining portion is to be placed in a "rabbi" trust and paid when due. As previously disclosed on the Form 8-K filed by the Company on February 22, 2005, the Company has entered into a Share Purchase Agreement, dated February 17, 2005, by and among the Company, First National Holding S.A., Emergent Telecom Ventures, S.A. and Pisces Investment Limited (the Share Purchase Agreement), pursuant to which the Company has agreed to sell its entire interest in PeterStar for a purchase price of US$215,000,000. In accordance with the terms of Mr. Hauf's Transaction Bonus Agreement, Mr. Hauf will be entitled to a cash bonus in an amount equal to US$6,883,333 if the sale of PeterStar pursuant to the Share Purchase Agreement occurs on or before September 30, 2005. Termination of Employment If Mr. Hauf's employment is terminated by the Company without "Cause" or by Mr. Hauf for "Good Reason" (as such terms are defined in Mr. Hauf's employment agreement) after the payment of the first installment of his bonus described above, but before the payment of the second or third installments, then the balance of the bonus is payable within 10 days after the date of such termination. In such event, Mr. Hauf is also entitled to receive: (i) Company-paid COBRA for him and his family until Mr. Hauf ceases to be eligible for COBRA; (ii) accrued and unused vacation; and (iii) reimbursement of business and certain other expenses (relating to costs associated with Mr. Hauf's performance of services abroad), that are based on services performed by Mr. Hauf through the date of his termination. Employment Agreement Change of Control Provisions During the term of Mr. Hauf's Transaction Bonus Agreement, the change of control provisions in his employment agreement are null and void; however, such provisions will again become effective on October 1, 2005 if the Company's sale of its interest in PeterStar is not consummated before that date. Employment Agreement Severance Provisions If a sale by the Company of its interest in PeterStar is consummated on or before September 30, 2005, then the severance provisions of Mr. Hauf's employment agreement are null and void as of the date of such consummation. However, if such sale is not consummated on or before such date, then the severance provisions of Mr. Hauf's employment agreement will govern any compensation and benefits that Mr. Hauf is entitled to in connection with any termination of his employment. Gross-Up for "Golden Parachute" Excise Taxes To the extent that any amounts payable to Mr. Hauf, whether under the Transaction Bonus Agreement or otherwise, are subject to any excise taxes, the Company has agreed to "gross up" all such amounts in an amount equal to the excise taxes imposed, including any excise taxes imposed on the "gross up" payments, and any interests and penalties associated with such excise taxes. Restrictive Covenants Pursuant to Mr. Hauf's Transaction Bonus Agreement, the Company has waived its rights under certain restrictive covenants in Mr. Hauf's employment agreement (in exchange for which Mr. Hauf has waived his right to severance under the employment agreement, as described above), and Mr. Hauf has agreed to instead be bound by certain restrictive covenants set forth in the Transaction Bonus Agreement. The restrictive covenants in the Transaction Bonus Agreement are in effect commencing on the Effective Date and remain in effect during Mr. Hauf's employment and for two years following termination of his employment for any reason. These restrictive covenants prohibit him from, among other things, materially competing with the Company, intentionally interfering with material business relationships of the Company, disparaging or making certain other public statements about the Company, soliciting business from customers or suppliers of the Company, soliciting for employment or employing certain employees of the Company or requesting any employee to leave the employ of the Company. If the Company's sale of its interest in PeterStar is not consummated on or prior to September 30, 2005, then the restrictive covenants in Mr. Hauf's employment agreement shall once again become effective and the restrictive covenants in his Transaction Bonus Agreement shall be null and void. Transaction Bonus Agreement with Natalia Alexeeva Under the terms of Ms. Alexeeva's Transaction Bonus Agreement, which is effective from the Effective Date through and including September 30, 2005, she is entitled to the following compensation and benefits: Transaction Bonus If the Company sells its entire interest in PeterStar, and such sale is consummated on or before September 30, 2005, Ms. Alexeeva is entitled to receive an amount equal to: (i) two times her base salary, plus; (ii) US$66,667. This cash bonus will be paid 50% at the closing of such transaction, 25% six-months following the closing of such transaction and the remaining 25% on the first anniversary of such closing, subject to Ms. Alexeeva's continued employment with the Company as of each such date. In accordance with the terms of Ms. Alexeeva's Transaction Bonus Agreement, Ms. Alexeeva will be entitled to a cash bonus in an amount equal to US$466,667 if the sale of PeterStar pursuant to the Share Purchase Agreement occurs on or before September 30, 2005. Termination of Employment If Ms. Alexeeva's employment is terminated by the Company without "Cause" (as defined in Ms. Alexeeva's employment agreement) after the payment of the first installment of her bonus described above, but before the payment of the second or third installments, then the balance of the bonus is payable within 10 days after the date of such termination. In such event, Ms. Alexeeva is also entitled to receive: (i) Company- paid COBRA for her and her family until Ms. Alexeeva ceases to be eligible for COBRA, and (ii) accrued and unused vacation. Employment Agreement Severance and Change of Control Provisions If Ms. Alexeeva's employment is terminated by the Company without Cause at any time after a sale of PeterStar that is consummated on or before September 30, 2005, then, to the extent she would be entitled to severance under Section 7.08 of her employment agreement (relating to severance upon a termination without Cause), or Section 8.02 of her employment agreement (relating to enhanced severance payable upon such a termination that occurs following a "Change of Control," as defined in the employment agreement), such severance payment shall be reduced by the full amount of the bonus under Ms. Alexeeva's Transaction Bonus Agreement. Ms. Alexeeva's Transaction Bonus Agreement provides that (i) a sale of PeterStar that triggers payment of the bonus under the agreement and (ii) the occurrence of a Change of Control under Ms. Alexeeva's employment agreement, are mutually exclusive such that any single transaction may not constitute both a Change of Control and a transaction triggering the bonus payment under the Transaction Bonus Agreement. If a sale of PeterStar is not consummated on or before September 30, 2005, then the severance provisions in Ms. Alexeeva's employment agreement, as amended by the amendment described below, will govern any compensation and benefits that Ms. Alexeeva is entitled to in connection with any termination of her employment. Gross-Up for "Golden Parachute" Excise Taxes To the extent that any amounts payable to Ms. Alexeeva, whether under the Transaction Bonus Agreement or otherwise, are subject to any excise taxes, the Company has agreed to "gross up" all such amounts in an amount equal to the excise taxes imposed, including any excise taxes imposed on the "gross up" payments, and any interests and penalties associated with such excise taxes. Transaction Bonus Agreement with Victor Koresh Under the terms of Mr. Koresh's Transaction Bonus Agreement, which is effective from March 1, 2005 through September 30, 2005, he is entitled to these compensation and benefits: Transaction Bonus If the Company sells its entire interest in PeterStar, and such sale is consummated on or before September 30, 2005, the Company will pay Mr. Koresh, at the closing of such transaction, a lump sum cash bonus in an amount equal to US$1,000,000, subject to his continued employment with the Company through such date. In accordance with the terms of Mr. Koresh's Transaction Bonus Agreement, Mr. Koresh will be entitled to a cash bonus in an amount equal to US$1,000,000 if the sale of PeterStar pursuant to the Share Purchase Agreement occurs on or before September 30, 2005. Termination of Employment Agreement If Mr. Koresh is entitled to the bonus described above, Mr. Koresh's employment with the Company and his employment agreement with the Company will terminate as of the date of consummation of the PeterStar sale (except that certain covenants protecting the Company's confidential information and intellectual property rights shall survive such termination, in accordance with their terms). Employment Agreement Change of Control Provisions During the term of Mr. Koresh's Transaction Bonus Agreement, the change of control provisions in his employment agreement are null and void; however, such provisions will again become effective on October 1, 2005 if the Company's sale of its interest in PeterStar is not consummated before that date. Employment Agreement Severance Provisions If Mr. Koresh is terminated at any time before a sale of PeterStar, or if no sale of PeterStar occurs on or before September 30, 2005, then the severance provisions of his original employment agreement will become in force once again. Employment Agreement Amendment On March 8, 2005, the Company and Natalia Alexeeva entered into an amendment to her employment agreement with the Company. The Employment Agreement Amendment entered into with Ms. Alexeeva is attached hereto as Exhibit 10.4 and is incorporated herein by reference. The following summary is qualified in its entirety by reference to the Employment Agreement Amendment. The Employment Agreement Amendment includes changes to these material provisions of Ms. Alexeeva's employment agreement with the Company: (a) Ms. Alexeeva's right to terminate her employment for "good reason" and receive severance has been eliminated, (b) The section of the definition of "change of control" in the Ms. Alexeeva's employment agreement that includes a sale by the Company of all or substantially all of its assets has been amended by deleting the phrase "all or substantially all" and inserting in lieu thereof "more than 90% (in value)." CONTACT: METROMEDIA INTERNATIONAL Headquarters: Charlotte, North Carolina Web site: http://www.metromedia-group.com Contact: Mark Hauf, Chief Executive Officer Ernie Pyle Phone: 704-321-7383 E-mail: investorrelations@mmgroup.com PROM-ENERGO-COMPLECT: Declared Insolvent ---------------------------------------- The Arbitration Court of Samara region commenced bankruptcy proceedings against Prom-Energo-Complect after finding the limited liability company insolvent. The case is docketed as A55-4305/2004-14. Ms. V. Kryslova has been appointed insolvency manager. Creditors have until April 5, 2005 to submit their proofs of claim to 443086, Russia, Samara, Michurina Str. 128. CONTACT: PROM-ENERGO-COMPLECT 443008, Russia, Samara region, Pobedy Str. 99 Ms. V. Kryslova Insolvency Manager 443086, Russia, Samara region, Michurina Str. 128 SAKHALIN-GEO-FIZ-RAZVEDKA: Bankruptcy Proceedings Begin ------------------------------------------------------- The Arbitration Court of Sakhalin region commenced bankruptcy proceedings against Sakhalin-Geo-Fiz-Razvedka after finding the open joint stock company insolvent. The case is docketed as A59-2453/03-S. Mr. K. Glodev has been appointed insolvency manager. Creditors have until April 5, 2005 to submit their proofs of claim to 123100, Russia, Moscow, A. Zhivova Str. 6, Room 5, Building 3. CONTACT: SAKHALIN-GEO-FIZ-RAZVEDKA Russia, Sakhalin region, Okha, Lenina Str. 47 Mr. K. Glodev Insolvency Manager 123100, Russia, Moscow, A. Zhivova Str. 6, Room 5, Building 3 Phone: (095) 707-28-78 SAMTEKS: Ivanovo Court Names A. Konstantinov Insolvency Manager --------------------------------------------------------------- The Arbitration Court of Ivanovo region commenced bankruptcy proceedings against Samteks after finding the open joint stock company insolvent. The case is docketed as A1212/1-B. Mr. A. Konstantinov has been appointed insolvency manager. Creditors have until April 5, 2005 to submit their proofs of claim to 153439, Russia, Ivanovo, Kolotilova Str. 49. CONTACT: SAMTEKS 153439, Russia, Ivanovo region, Kolotilova Str. 49 Mr. A. Konstantinov Insolvency Manager 153439, Russia, Ivanovo region, Kolotilova Str. 49 SHARYA-STROY-TREST: Undergoes Bankruptcy Supervision Procedure -------------------------------------------------------------- The Arbitration Court of Kostroma region has commenced bankruptcy supervision procedure on open joint stock company Sharya-Stroy-Trest. The case is docketed as A31-9221/18. Mr. A. Petrosyan has been appointed temporary insolvency manager. A hearing will take place on April 14, 2005, 10:00 a.m. CONTACT: SHARYA-STROY-TREST Russia, Kostroma region, Sharya, Vetluzhskiy, Tsentralnaya Str. 2 Mr. A. Petrosyan Insolvency Manager 157510, Russia, Kostroma region, Sharya, Vetluzhskiy, Tsentralnaya Str. 2 Phone/Fax: (09449) 56-693 The Arbitration Court of Kostroma region 156961, Russia, Shagova Str. 20 SYLVENSKAYA: Under Bankruptcy Supervision ----------------------------------------- The Arbitration Court of Perm region has commenced bankruptcy supervision procedure on open joint stock company Sylvenskaya. The case is docketed as A50-44826/2004-B. Mr. P. Plisetskiy has been appointed temporary insolvency manager. A hearing will take place on April 5, 2005, 10:00 a.m. CONTACT: SYLVENSKAYA 614503, Russia, Perm region, Sylva TORBEEVSKOYE: Deadline for Proofs of Claim Next Month ----------------------------------------------------- The Arbitration Court of Kaluga region commenced bankruptcy proceedings against Torbeevskoye after finding the close joint stock company insolvent. The case is docketed as A23-310/04B-7- 12. Mr. O. Didenko has been appointed insolvency manager. Creditors have until April 5, 2005 to submit their proofs of claim to 248010, Russia, Kaluga, Komsomolskaya Rosha, 43, office 401. CONTACT: TORBEEVSKOYE 249087, Russia, Kaluga region, Maloyaroslavlskiy region, Yubileynyj Mr. O. Didenko Insolvency Manager 248010, Russia, Kaluga region, Komsomolskaya Rosha, 43, Office 401 VORONINSKOYE: Creditors Have Until April to File Claims ------------------------------------------------------- The Arbitration Court of Kaluga region commenced bankruptcy proceedings against Voroninskoye (TIN 4001000522) after finding the close joint stock company insolvent. The case is docketed as A23-1006/04B-10-27. Mr. I. Smirnov has been appointed insolvency manager. Creditors have until April 5, 2005 to submit their proofs of claim to 248001, Russia, Kaluga, Post User Box 308. CONTACT: VORONINSKOYE Russia, Kaluga region, Babyninksiy region, Voronino Mr. I. Smirnov Insolvency Manager 248001, Russia, Kaluga re3gion, Post User Box 308 YUKOS OIL: Seeks Stay of Dismissal Order ---------------------------------------- Yukos Oil Company asks the U.S. District Court for the Southern District of Texas to stay Judge Letitia Z. Clark's order dismissing its Chapter 11 case pending resolution of its appeal. Zack A. Clement, Esq. at Fulbright & Jaworski L.L.P. tells District Court Judge Nancy F. Atlas that the request could be its last chance to survive as a going concern. Mr. Clement explains that efforts to dismember the company have accelerated since the Bankruptcy Court issued its dismissal order on February 24, 2005. According to Mr. Clement, Yukos has already suffered the effects of lack of bankruptcy protection. Mr. Clement proceeded to apprise the District Court of the events that occurred since the Dismissal Order was issued: -- Ingosstrakh Insurance Company and AIG Russia Insurance Company cancelled Yukos' directors' and officers' liability policies; -- Additional criminal charges were filed against management in Russia; -- Yukos' appeal of the reassessment of its 2002 taxes was denied by the Moscow Arbitrazh Court of Appeals; -- Gazprom merged with Rosneft; -- Rosneft threatened to sue if Yukos does not pay the US$3.8 billion in receivables due to Yuganskneftegas; -- According to published reports, the Russian Government is planning to take more assets. "Without a stay pending appeal, essentially reinstating the automatic stay in Yukos' Chapter 11 case, Yukos may well be completely destroyed before this appeal can be completed," Mr. Clement says. Mr. Clement reminds Judge Atlas that the Bankruptcy Court did not make the finding required under Section 1112(b) of the Bankruptcy Code that dismissal would be in the best interests of creditors and the estate. Mr. Clement contends that there is no evidence that dismissal would best serve Yukos' creditors or its estate. Hulley Enterprises Ltd., Yukos Universal Ltd., and Moravel Investments Ltd., agree that the stay should be imposed pending the appeal of the Dismissal Order. William L. Medford, Esq., at Greenberg Traurig LLP in Dallas, Texas, explains that absent a stay, it is likely that one or more creditors or third parties would take actions prior to the orderly resolution of the appeal that will continue to eliminate any possibility for Yukos to restructure and continue as a viable commercial entity. Hulley and Universal together own 51% shares of Yukos stock. Hulley owns 1,090,043,968 shares and Universal owns 50,340,995 shares. Moravel is an affiliate of Hulley and a creditor of Yukos. Based on Yukos' schedules of assets and liabilities, Moravel is owed $804,875,408 in prepetition debt. The amount constitutes 54.4% of the Debtor's general unsecured bank and trade debt. Deutsche Bank Objects Deutsche Bank AG wants the request denied. J. Gregory St. Clair, Esq. at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, tells Judge Atlas that Yukos cannot demonstrate that the Bankruptcy Court abused its discretion in dismissing Yukos' case. Yukos failed to offer a single reason -- legal or factual -- for the District Court to grant the stay. Yukos failed to establish any post-dismissal factual developments that would require reversal of the Bankruptcy Court's Dismissal Opinion or would render the Bankruptcy Court's findings clearly erroneous. Mr. St. Clair also points out that Yukos identified no untested legal questions or divergence of authority in the Fifth Circuit that would cast doubt on Judge Clark's ruling. Yukos also failed to demonstrate any chance for success on the merits of its appeal. Mr. St. Clair asserts that Yukos' bankruptcy petition was a last-gasp attempt to avoid tax consequences in Russia. The petition, Mr. St. Clair says, was filed on behalf of "a foreign holding company with essentially no customers, suppliers, employees or actual operations in Russia or elsewhere." Mr. St. Clair also notes that Judge Clark was compelled to issue a temporary restraining order to halt the December 2004 auction of Yuganskneftegas as the bankruptcy petition was filed on the eve of the auction and she had no time, information or opportunity to effectively cross-examine witnesses. Nonetheless, the Russia Government ignored the TRO and went on with the auction. In determining whether dismissal of Yukos' case was appropriate under Section 1112(b), Mr. St. Clair informs Judge Atlas that the Bankruptcy Court listened to numerous witnesses and examined records. Accordingly, the Bankruptcy Court's decision is substantially based on critical findings of fact. In determining what constitutes "cause" under Section 1112(b), Mr. St. Clair contends that a court has judicial discretion to evaluate the totality of the circumstances and use its equitable powers to reach an appropriate result in individual cases. According to Mr. St. Clair, Yukos is misstating the standard of dismissal under Section 1112(b). Yukos insists that Section 1112(b) permits dismissal for cause only when it is in the best interest of creditors and the estate. In essence, Mr. St. Clair says Yukos is attempting to collapse a two-step analysis -- (i) whether "cause" exists for dismissal or conversion of a case; and (ii) if "cause" exists, whether it better serves the interests of the estate to dismiss or convert the case -- into a single gravamen, namely the best interests of the estate. However, before considering the best interests of creditors, Mr. St. Clair contends, a court must first determine whether cause exists to convert or dismiss the case (In re Mech. Maint., Inc., 128 B.R., 382, 386 (E.D. Pa. 1991)). Only if a court finds that cause exists will the court then consider which option -- conversion or dismissal -- is in the best interests of creditors (In re Original IFPC S'holders, Inc., 317 B.R. 738, 753 (Bankr. N.D. Ill. 2004)). Yukos' assertion that it will be irreparably harmed does not justify granting a stay. Mr. St. Clair points out that courts routinely hold that the potential for an appeal to become moot does not constitute irreparable harm (In re Convenience U.S.A., Inc., 290 B.R. 558, 563 (Bankr. M.D.N.C. 2003)). Moreover, the mere potential for harm is never irreparable. Mr. St. Clair notes that the court in Nuclear Regulatory Comm'n, 812 F.2d at 290, held that "the harm alleged must be both certain and great, rather than speculative or theoretical. Mr. St. Clair also argues that each attempt by Yukos to press its case in a U.S. court interferes with judicial proceedings in Russia and the Russian Federation's administration of its own tax laws, and thus directly contravenes public interest. Yukos Should Post Bond Deutsche Bank asserts that any stay should be conditioned on Yukos posting an appeal bond in an amount sufficient to protect all parties-in-interest from potential losses they might suffer as a result of the appeal. Deutsche Bank believes that a US$40,000,000 bond will provide adequate security to interested parties in the case. Mr. St. Clair tells the District Court that the amount is a mere fraction of Yukos' own valuation of its assets. Based on filings with the Bankruptcy Court, Mr. St. Clair says Yukos appears to have sufficient liquid assets in accounts in Texas, including a $35,000,000 in the registry of the Bankruptcy Court, to be able to post the bond. District Court Will Review Case Judge Atlas said at a hearing March 9, 2005, that she will review whether U.S. courts have jurisdiction over Yukos' case, Bloomberg News reports. Judge Atlas said Yukos' case deserves careful consideration and analysis in writing. CONTACT: OAO NK YUKOS 31A, Dubininskaya St. 115054 Moscow, Russia Phone: +7-95-232-3161 Fax: +7-95-232-3160 Web site: http://www.yukos.com Investor Relations Alexander Gladyshev Phone: +7 095 788 00 33 E-mail: investors@yukos.ru Press Service Alexander Shadrin Phone: +7 095 785-08-55 E-mail: pr@yukos.ru International Information Department Hugo Erikssen Phone: + 7 095 540-63-13 E-mail: inter@yukos.ru =========================== U N I T E D K I N G D O M =========================== AA1 SECURITIES: Calls Final Meeting of Creditors ------------------------------------------------ IN THE MATTER OF THE INSOLVENCY ACT 1986 and IN THE MATTER OF AA1 Securities (Guards) Ltd. (In Liquidation) Notice is hereby given, pursuant to section 146 of the Insolvency Act 1986, that a Final Meeting of the Creditors of AA1 Securities (Guards) Ltd. will be held at 1 Royal Terrace, Edinburgh EH7 5AD, on March 29, 2005, at 10:00 a.m. for the purposes of receiving the Liquidator's report on the winding-up and to determine whether the Liquidator should be released. T. C. MacLennan, Liquidator CONTACT: TENON RECOVERY One Royal Terrace Edinburgh EH7 5AD Phone: 0131 557 4455 Fax: 0131 556 0662 E-mail: edinburgh@tenongroup.com Web site: http://www.tenongroup.com Thomas Campbell MacLennan E-mail: tom.maclennan@tenongroup.com ACERISE LIMITED: Members Pass Winding-up Resolution --------------------------------------------------- At the extraordinary general meeting of the members of ACERISE LIMITED (t/a Opera Oriental Restaurant) on Feb. 22, 2005 held at 47-49 Green Lane, Northwood, Middlesex HA6 3AE, the extraordinary resolution to wind up the company was passed. Ashok K. Bhardwaj of 47-49 Green Lane, Northwood, Middlesex HA6 3AE has been nominated liquidator of the company. Creditors are required to send their names and addresses, with particulars of their debt or claims, and the names and addresses of their Solicitors (if any), to the undersigned, Ashok K Bhardwaj, of 47-49 Green Lane, Northwood, Middlesex HA6 3AE on or before April 5, 2005. CONTACT: BHARDWAJ 47-49 Green Lane Northwood Middlesex HA6 3AE Phone: 01923 820966 Fax: 01923 835311 E-mail: info@bhardwaj.co.uk ALLENWEST ELECTRICAL: Names Vantis Redhead French Administrator --------------------------------------------------------------- J. S. French and G. Mummery (IP Nos 003862, 100898) have been appointed administrators for Allenwest Electrical Limited. The appointment was made Feb. 28, 2005. The company manufactures electric motors, generators etc. CONTACT: VANTIS REDHEAD FRENCH 43-45 Butts Green Road Hornchurch Essex RM11 2JX Phone: 01708 458211 Fax: 01708 442308 E-mail: jeremy.french@vantisredheadfrench.co.uk AME PRECISION: Members Pass Winding-up Resolutions -------------------------------------------------- At the extraordinary general meeting of the members of Ame Precision Engineering (UK) Limited on Feb. 23, 2005 held at Sheraton House, Castle Park, Cambridge CB3 0AX, the extraordinary and ordinary resolutions to wind up the company were passed. Andrew McTear of McTear Williams & Wood, 90 St Faiths Lane, Norwich NR1 1NE has been appointed liquidator of the company. CONTACT: MCTEAR WILLIAMS & WOOD De Vere House 90 St Faiths Lane Norwich Norfolk NR1 1NE Phone: 01603 877540 Fax: 01603 877549 E-mail: andrewmctear@mw-w.com ANNO DEVELOPMENTS: Hires Liquidator from Horwath Clark ------------------------------------------------------ At the extraordinary general meeting of Anno Developments Limited on Feb. 22, 2005 held at Holly House, Spring Gardens Lane, Keighley, the special resolutions to wind up the company were passed. Mark N. Ranson of Horwath Clark Whitehill (Yorkshire) LLP, North Lane House, 9B North Lane, Headingley, Leeds LS6 3HG has been appointed liquidator of the company. CONTACT: HORWATH CLARK WHITEHILL (YORKSHIRE) LLP North Lane House 9b North Lane Headingley West Yorkshire LS6 3HG Phone: 0113 274 0404 Fax: 0113 274 3780 E-mail: mark.ranson@horwath-yorks.co.uk BAU.WAUS: Final Creditors Meeting Slated Last Week of March ----------------------------------------------------------- IN THE MATTER OF THE INSOLVENCY ACT 1986 and IN THE MATTER OF Bau.Waus Ltd. (In Liquidation) Notice is hereby given pursuant to section 146 of the Insolvency Act 1986 that a final meeting of the creditors of Bau.Waus Ltd. will be held at 1 Royal Terrace, Edinburgh EH7 5AD, on March 24, 2005 at 10:00 a.m. for the purposes of receiving the Liquidator's report on the winding-up and to determine whether the Liquidator should be released. T. C. MacLennan, Liquidator CONTACT: TENON RECOVERY One Royal Terrace Edinburgh EH7 5AD Phone: 0131 557 4455 Fax: 0131 556 0662 E-mail: edinburgh@tenongroup.com Web site: http://www.tenongroup.com Thomas Campbell MacLennan E-mail: tom.maclennan@tenongroup.com BEGLEY PATTEN: Calls in Administrators from Baker Tilly ------------------------------------------------------- Matthew Richard Meadley Wild and Geoffrey Lambert Carton-Kelly (IP Nos 009300, 008602) have been appointed joint administrators for Begley Patten Engineering Limited. The appointment was made Feb. 24, 2005. The company offers provision of electrical engineering and contracting services. CONTACT: BAKER TILLY The Clock House 140 London Road Guildford Surrey GU1 1UW Phone: 01483 503050 Fax: 01483 457744 E-mail: gck1@bakertilly.co.uk CASAMASS LIMITED: Furniture Retailer Calls in Administrator ----------------------------------------------------------- David Frederick Wilson and Julian Nigel Richard Pitts (IP Nos 703, 7851) have been appointed administrators for Casamass Limited. The appointment was made March 1, 2005. The company sells furniture. CONTACT: WILSON PITTS Glendevon House Hawthorn Park Coal Road Leeds West Yorkshire LS14 1PQ Phone: 0113 237 5560 Fax: 0113 237 5561 E-mails: david.wilson@wilson-pitts.co.uk julian.pitts@wilson-pitts.co.uk CHESTERTON LTD.: Files for Receivership After Racking up Losses --------------------------------------------------------------- Receivers from Grant Thornton were called in for estate agent Chesterton Ltd. on Monday -- weeks after it celebrated its 200th anniversary, The Guardian reports. A spokesman for Grant Thornton said the collapse was due to "significant losses" in the past years. In the last seven months, the commercial side of the business already lost more than GBP2 million. Some 300 of the firm's 700 staff were made redundant on Monday. Most of these are from the commercial property side. According to the report, the operation may likely be shut down. The residential business, which continues to operate, is for sale. Chesterton is based in London and Bristol. It has 36 branches across the country from Edinburgh to Plymouth. The residential business is based in the capital and specializes in properties costing more than GBP500,000. The firm was delisted a year ago after its buyout by private owners in 2003. A subsidiary of venture capital company Resurge controls 87% of Chesterton. CONTACT: CHESTERTON LTD. Phone: 020 7015 8888 E-mail: claire.oliver@chesterton.co.uk Web site: http://www.chesterton.co.uk EUROPEAN NEW: Names Liquidators from Menzies Corporate ------------------------------------------------------ Name of companies: European New Timeshare Limited Wyn Hotels Limited Wyn International Resorts Limited At the general meeting of these companies, the special resolutions to wind up the companies were passed. Paul John Clark and Andrew John Duncan of Menzies Corporate Restructuring, 17-19 Foley Street, London W1W 6DW have been appointed joint liquidators of the companies. CONTACT: MENZIES CORPORATE RESTRUCTURING 17-19 Foley Street London W1W 6DW Phone: 020 7291 9750 Fax: 020 7291 9777 E-mail: aduncan@menzies.co.uk FEDERAL-MOGUL: Seeks Approval of Surety Claims Settlement Pact -------------------------------------------------------------- Federal-Mogul Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to approve a proposed compromise and settlement among the Debtors and certain of the other proponents to the Plan of Reorganization, on one hand, and Safeco Insurance Company of America, Travelers Casualty and Surety Company of America, and National Fire Insurance Company of Hartford and Continental Casualty Company, on the other hand, pursuant to the terms of a settlement agreement resolving certain secured surety claims in connection with the treatment of those claims under the Debtors' Joint Plan of Reorganization. A full-text copy of the Settlement Agreement is available for free at http://bankrupt.com/misc/SuretyClaimsSettlement.pdf The Debtors' proposed compromise and settlement with the Sureties is the culmination of more than three years of intensive litigation involving numerous parties, numerous court proceedings, extensive discovery, and protracted settlement negotiations spanning the past six months. The Settlement Agreement relates to the proposed settlement of those certain Surety Claims, which -- due to its complexity and multi-faceted nature -- the parties have elected to negotiate and document as a separate transaction. However, the effectiveness of the Settlement Agreement is contractually conditioned on the Court's approval of another settlement resolving a $29 million cash dispute involving members of the Center for Claims Resolution. CCR Litigation Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C. relates that before the Petition Date, certain of the Debtors were members of the CCR. The CCR was established to administer, negotiate, defend, or settle asbestos-related personal injury claims and wrongful death claims brought against CCR participants. The CCR required its members, including T&N Limited, Gasket Holdings, Inc., and Ferodo America, Inc., to provide the CCR with assurance that they will satisfy their financial obligations arising under certain group settlement agreements and protocols to be negotiated by the CCR on behalf of its members. A surety bond was considered an appropriate form of payment assurance. In December 2000, pursuant to Federal-Mogul's request, the Sureties issued performance bonds aggregating $250 million on behalf of T&N Limited, Gasket Holdings, and Ferodo America, in favor of the CCR. Under the terms of the Bonds, the maximum penal sum was reduced automatically and permanently on a semi- annual basis in accordance with a schedule set forth in the Bonds. As of the Petition Date, the aggregate penal amount of the Bonds was reduced to $225 million. The CCR Debtors subsequently terminated their memberships in 2001. Notwithstanding the terminations and the commencement of the Chapter 11 cases, the CCR notified the Debtors and made demands on the Sureties postpetition for a $183 million payment under the Bonds. As a result, the Debtors, T&N Limited, Gasket Holdings and Ferodo America commenced an adversary proceeding against the CCR and the Sureties in order to prevent a draw on the Bonds until the Court could determine all disputes relating to the CCR's entitlement to payment under the Bonds. The CCR Litigation was later consolidated with other similar Delaware Chapter 11 cases. Pursuant to a case management order issued by then District Court Judge Alfred Wolin, the CCR Litigation was divided into: * Phase One issues -- the CCR's right to draw on the Bonds; and * Phase Two issues -- the specific amounts the CCR would be entitled to draw if it prevailed on Phase One issues. After extensive discovery, the parties filed cross-motions for summary judgment related to Phase One issues. Judge Wolin's Case Management Order was interpreted by the non- CCR litigants as severely limiting the Debtors' potential liability to the CCR under the Bonds. The CCR disputed the non- CCR parties' interpretation and sought reconsideration of the Case Management Order contending that the obligations for which the Bonds could be drawn remained in the range of $183 million. Judge Wolin then issued a second opinion determining CCR's motion for reconsideration, which left open the possibility of having to litigate certain key legal and factual issues at trial, notwithstanding the earlier Order. As of February 24, 2005, formal discovery related to Phase Two of the CCR Litigation has not commenced and no decision has been rendered on the Phase Two issues. Instead, the Debtors and the Official Committee of Unsecured Creditors -- with the remaining Plan Proponents' consent -- negotiated with the CCR and reached an agreement in principle to compromise and settle all claims and causes of action asserted in the CCR Litigation, for $29 million cash to be paid to the CCR. The CCR Settlement is in the process of being documented and will be filed with the Court in the near future. Ms. Jones explains that pursuant to the Settlement Agreement, the Sureties agree to provide the funding for the CCR Settlement on specified terms and conditions. Implementation of the CCR Settlement will thus, in turn, fix and determine the amount of a major component of the Surety Claims that would require treatment under any plan of reorganization confirmed in the Debtors' Chapter 11 cases. According to Ms. Jones, the Settlement Agreement also resolves several issues: A. Temporary Allowance of Surety Claims As a condition for issuance of the Bonds, the Debtors were required to execute Contracts of Indemnity in favor of the Sureties. The majority of the Debtors also granted liens and security interests in favor of the Sureties as collateral for any resulting indemnity obligations. Based on the Indemnity Contracts and related instruments, each of the Sureties filed proofs of claim against the applicable Debtors premised on the Sureties' claims, which arise out of or relate to the Sureties' obligations under the Bonds. For voting purposes only, the Court accorded the Sureties the right to vote the Surety Claims: (a) as both a $29 million Secured Claim and a $29 million Unsecured Claim against the estate of each indemnitor- Debtor; and (b) as Unsecured Claims against T&N Limited and Gasket Holdings. The Settlement Agreement does not impair the voting rights of the Sureties. B. Letter of Credit Before the Petition Date, Travelers issued Supersedeas Bond for the account of Federal-Mogul and T&N Limited in connection with an asbestos personal injury action entitled Hoskins v. Federal-Mogul Corporation and T&N Ltd., Circuit Court of Jackson County, Missouri. As collateral for any obligations under the Supersedeas Bond, Federal-Mogul caused a documentary Letter of Credit to be issued in favor of Travelers for $10,956,584. As a result of Travelers' previous draws from the Letter of Credit, only $2.2 million remain of the Letter of Credit's principal drawable balance. The remaining drawable balance, according to Travelers, provides additional security to it for its portion of the Surety Claims relating to the CCR. The Debtors, the Creditors Committee, and other Plan Proponents dispute Travelers' contention regarding the scope and nature of the claims for which the Letter of Credit may be drawn. The dispute regarding the Letter of Credit is compromised and resolved as an integral part of the overall Settlement Agreement. C. Avoidance Litigation The Avoidance Litigation relates to the Creditors Committee's and other estate representative's belief that there are or may be viable causes of action to avoid and recover certain of the collateral granted to the Sureties in December 2000, and avoid certain of the indemnity obligations also incurred at that time. No action has been commenced with respect to these claims. Under the Settlement Agreement, the Creditors Committee, the estate representatives and the Sureties agree to toll the time for commencing the Avoidance Litigation and to waive the claims and causes of action when the mutual releases contemplated by the Settlement Agreement become effective. D. Valuation Proceedings The Valuation Proceedings relate to the Creditors Committee's and other estate representatives' contention that the Surety Claims may not be fully collateralized. No contested matter has been initiated to value the Sureties' collateral. As with the Avoidance Litigation, the Creditors Committee, the other estate representatives and the Sureties agree to toll the time for commencing the Valuation Proceedings and to waive the claims and causes of action when the mutual releases contemplated by the Settlement Agreement become effective. Settlement Agreement The terms and conditions of the Settlement Agreement are: A. Settlement of CCR Litigation and Funding of CCR Settlement Amount (1) The CCR Settlement Amount will not exceed $29 million; (2) CCR will return the Bonds to Federal-Mogul for immediate delivery to the Surety in the event that the Bond Draw is fully paid; (3) CCR and each of its members will issue full releases of all claims arising under the Bonds and the CCR Litigation; and (4) The CCR Litigation will be dismissed with prejudice with each party bearing its own costs and attorney's fees, except for reimbursement of a portion of the Sureties' attorney's fees by the Debtors. The Sureties will fund the CCR Settlement Amount by honoring the CCR's draw request under the Bonds with the allocation of liability among the Sureties fixed as: Surety Liability ------ --------- Safeco Insurance 30% National Fire Insurance 30% Travelers 40% Twenty percent of Travelers' liability is in its capacity as successor-in-interest to Reliance Insurance Company. The Bond Draw will occur on the earlier of: (1) the third business day after the Effective Date of a Plan; or (2) May 2, 2005. B. Interest Accrual on Bond Draw and Adequate Protection The Sureties is entitled to adequate protection on the full payment of the $28 million Net Bond Draw -- $29 million less $1 million drawn under the Letter or Credit. Thus, the Sureties will receive monthly payments of interest on the Net Bond Draw at a rate of LIBOR plus 200 basis points -- adjusted monthly. C. Plan Treatment of Surety Claims In the event the Plan Proponents seek to obtain confirmation of the Plan or Modified Plan, the Settlement Agreement mandates that: (1) The Surety Claims will be allowed as fully Secured Claims against Federal-Mogul and its estate, the Net Bond Draw allocated among the Sureties, and held and controlled by each Surety as its separate Allowed Secured Claim: Surety Liability ------ --------- Safeco Insurance $8,700,000 National Fire Insurance 8,700,000 Travelers, as successor- in-interest to Reliance 5,300,000 Travelers 5,300,000 (2) In the event that the mutual releases under the Settlement Agreement becomes effective, the Sureties will be deemed to have waived and released any and all other claims against the Debtors and their estates unrelated to the Surety Claims; (3) The Plan Proponents will file an appropriate modification of the Plan -- or include in any Modified Plan, as the case may be -- which will provide for treatment of the Allowed Secured Surety Claims in substantially the same manner as the Plan proposes to treat the Secured Bank Claims, and with pari passu participation in the same collateral that will secure the debt instruments to be issued under the Plan on account of the Secured Bank Claims. In full and complete satisfaction of the Allowed Secured Surety Claims, the Sureties will receive: -- $22,764,000 in senior, secured term loans to be repaid under the Reorganized Federal-Mogul Secured Term Loan Agreement and related documents, but in any event on the same terms and conditions the holders of Bank Claims will receive under the Plan or the Modified Plan, as the case may be; and -- $5,236,000 in "Junior Secured PIK Notes" to be repaid under the Reorganized Federal-Mogul Junior Secured PIK Notes and related documents, but in any event on the same terms and conditions the holders of Bank Claims will receive under the Plan; (4) On the Effective Date of the Plan or Modified Plan, the rights of the Plan Proponents, or any of them, to commence and pursue the Avoidance Litigation or the Valuation Proceedings will be deemed waived and released, and the releases by certain of the Plan Proponents in favor of the Sureties as provided in the Settlement Agreement will take effect; (5) The definitions of "Protected Party" and "Released Party" under the Plan and the Modified Plan will be amended to include each of the Sureties to afford them the same protections as the Administrative Agent and the holders of the Bank Claims by virtue of the releases and injunctions contained in the Plan, provided that the addition will not jeopardize the confirmability of the Plan or a Modified Plan. In the event any party-in- interest objects to the confirmation of the Plan based on the inclusion, the Plan Proponents have the right to further amend the Plan or omit the inclusion; and (6) With respect to the Allowed Secured Surety Claims, each of the Sureties agrees to: -- vote its Allowed Secured Surety Claim to accept the Plan or any Modified Plan; -- support the Plan or any Modified Plan; -- not vote in favor of or support any Alternative Plan, so long as the Plan or a Modified Plan is pending; and -- waive any objection to confirmation of the Plan or a Modified Plan. In the event the Plan Proponents propose and seek confirmation of an Alternative Plan, the Settlement Agreement requires that the Sureties be offered the same treatment, proportionally, for the Surety Claims as is proposed for the Bank Claims under the Alternative Plan. If the Sureties accept the proposed treatment, the treatment provisions with respect to the Plan or Modified Plan will apply with certain modifications: (1) The Surety Claims will be allowed as Secured Claims to the same extent that the Bank Claims are allowed as Secured Claims; (2) The form of consideration offered to holders of the Bank Claims offered to the Sureties will be proportionate to the value provided to holders of Bank Claims based on the amount of Bank Claims and Surety Claims; (3) The Sureties will be provided waivers of Avoidance Litigation, Valuation Proceedings and releases if the waivers and releases are also provided to holders of Bank Claims; and (4) To the extent an Alternative Plan provides for releases and injunctions in favor of Protected Parties and Released Parties and those Parties include holders of Bank Claims, the Sureties will be included within the protections, subject to the right of the Plan Proponents to delete the Sureties from the provisions to obtain confirmation of the Plan. D. Attorneys' Fees and Costs The Sureties' claims against the Debtors' estates for attorneys' fees and cost reimbursement will fall into two categories under the Settlement Agreement: (1) fees and expenses not covered by provisions of the Final DIP Order, which is $1.1 million, to be applied by the Sureties to fees and expenses not yet reimbursed under the Final DIP Order as of the date of the Bond Draw; and (2) fees and expenses covered by the Final DIP Order from the Petition Date through March 31, 2005 -- projected -- and from and after April 1, 2005, with the imposition of a $10,000 per month fee cap on the amount of reimbursable fees and expenses going forward. E. Bond Premiums Proration Subject to the Final Order approving the CCR Settlement, the Settlement Agreement provides that the Bond renewal premium for 2005 paid or payable by the Debtors to National Fire Insurance and Safeco Insurance will be prorated from the period from January 1, 2005, through the Bond Draw date. The Settlement Agreement provides that the Bond renewal premiums for 2005 paid or payable by the Debtors to CNA and Safeco will be prorated for the period January 1, 2005, through the date of the Bond Draw. CNA and Safeco have agreed to promptly refund my excess premiums to the Debtors following the date of the Bond Draw. Headquartered in Southfield, Michigan, Federal-Mogul Corporation -- http://www.federal-mogul.com/-- is one of the world's largest automotive parts companies with worldwide revenue of some $6 billion. The Company filed for chapter 11 protection on October 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. At Dec. 31, 2004, Federal-Mogul's balance sheet showed a $1.925 billion stockholders' deficit. (Federal-Mogul Bankruptcy News, Issue No. 74; Bankruptcy Creditors' Service, Inc., 215/945-7000) CONTACT: Federal-Mogul Corporation (OTC: FDMLQ) 26555 Northwestern Hwy. Southfield, MI 48034 Phone: 248-354-7700 Fax: 248-354-8950 Web site: http://www.Federal-Mogul.com FRUEHAUF PARTS: Names PricewaterhouseCoopers Administrator ---------------------------------------------------------- Stephen Mark Oldfield and Stephen Andrew Ellis (IP Nos 9010, 8843) have been appointed joint administrators for Fruehauf Parts & Service Limited. The appointment was made Feb. 15, 2005. The company sells and offers trailer parts services. Its registered office is located at Rash's Green, Toftwood, Dereham, Norfolk NR19 1JF. CONTACT: PRICEWATERHOUSECOOPERS Abacus House Castle Park Gloucester Street Cambridge Cambridgeshire CB3 0AN Phone: 01223 460055 Fax: 01223 462111 E-mail: stephen.m.oldfield@uk.pwcglobal.com PRICEWATERHOUSECOOPERS Plumtree Court London EC4A 4HT Phone: 020 7583 5000 Fax: 020 7212 6598 E-mail: kevin.ellis@uk.pwcglobal.com G.P. COMBUSTION: Deadline for Debt Claims Next Month ---------------------------------------------------- At the extraordinary general meeting of G.P. Combustion And Energy Limited on Feb. 23, 2005 held at 43-45 Devizes Road, Swindon, Wiltshire, the special resolution to wind up the company was passed. Paul Michael McConnell of 38-42 Newport Street, Swindon, Wiltshire has been appointed Liquidator for the purpose of such winding-up. Creditors are required to send their names and addresses and the particulars of their debt or claims, and the names and addresses of their Solicitors, if any, to Paul Michael McConnell, of 38-42 Newport Street, Swindon, Wiltshire on or before April 8, 2005. CONTACT: MONAHANS 38-42 Newport Street Swindon Wiltshire SN1 3DR Phone: 01793 521231 Fax: 01793 512188 E-mail: paulm@monahans.co.uk HEART OF MIDLOTHIAN: Drops Plan to Sell Tynecastle -------------------------------------------------- Further to the Feb. 8 announcement of the company's withdrawal from the sale of Tynecastle Stadium, the Board of Hearts of Midlothian said it notified the SRU of the decision 7 March. * * * The withdrawal follows the Extraordinary General Meeting of the Company on 10 January 2005, which voted by a significant majority in favor of cancellation of the agreement for sale. More particularly, the withdrawal follows agreement between The Bank of Scotland and UKIO Bankas whereby UKIO Bankas has become the principal banker to Hearts. The exercise of the right of withdrawal triggers Cala's entitlement to reimbursement of its reasonably incurred costs in connection with the sale agreement, as described in the circular to shareholders dated 19 August 2004. CONTACT: HEART OF MIDLOTHIAN PLC Chris Robinson Phone: 0131 200 7245 JARVIS PLC: Considers Name Change to Leave Troubled Past -------------------------------------------------------- Support services group Jarvis plc is mulling over changing name to leave memories of the disasters that besieged it in recent years. Chief executive Alan Lovell told the Financial Times the board believes "it is worth considering." Jarvis, once synonymous with the country's biggest construction and engineering firm, had in the past three years met a series of accidents, the worst being the Potter Bar rail crash in 2002, which killed seven people. It accumulated around GBP250 million in debt due to rail derailments and cost overruns. It almost collapsed had it not sold a stake in London's underground rail network, and reached a refinancing deal that runs until March 2006 in December. Last week, the firm suffered another setback when its finance director, Alistair Rae, who oversaw its recent restructuring, left. He reportedly refused to relocate with colleagues to New York, where the firm's new headquarters would be starting next month. He is replaced by Alasdair Marnoch. Mr. Rae said Jarvis has little room for expansion in its home market, and is looking at overseas opportunities. "When work is finished on a budget for next year and on our key strategic thrust we will work on a strategy to improve the balance sheet and reduce the level of debt," he added. 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 KINGFISHER REPLACEMENT: Meeting of Creditors Set Next Week ---------------------------------------------------------- The creditors of Kingfisher Replacement Windows Limited will meet on March 16, 2005 at 10:30 a.m. It will be held at the offices of Elwell Watchorn & Saxton, 109 Swan Street, Sileby, Leicestershire LE12 7NN. Creditors who want to be represented at the meeting may appoint proxies. Proxy forms must be submitted together with written debt claims to Mr. P. A. Saxton at Elwell Watchorn & Saxton, 109 Swan Street, Sileby, Leicestershire LE12 7NN not later than 12:00 noon, March 15, 2005. CONTACT: ELWELL WATCHORN & SAXTON 109 Swan Street Sileby Leicestershire LE12 7NN Phone: 01509 815150 Fax: 01509 815121 MARTIN BIRD: Liquidator from DTE Leonard Curtis Moves in -------------------------------------------------------- At the extraordinary general meeting of Martin Bird (Life And Pensions) Limited on Feb. 18, 2005 held at 24 Wellington Street, St Johns, Blackburn BB1 8AF, the special and ordinary resolutions to wind up the company were passed. John Malcolm Titley of DTE Leonard Curtis has been appointed liquidator of the company. Creditors are required to send their full forenames and surname, their addresses and descriptions, full particulars of their debt or claims to the undersigned, J.M. Titley, of DTE Leonard Curtis, 24 Wellington Street, St Johns, Blackburn BB1 8AF or on before April 18, 2005. CONTACT: DTE LEONARD CURTIS DTE House Hollins Mount Bury Lancashire BL9 8AT Phone: 0161 767 1250 Fax: 0161 767 1201 E-mail: jtitley@dte-Leonardcurtis.com M INVESTMENT: Calls in Liquidator --------------------------------- At the meeting of M Investment Company Limited on Jan. 31, 2005, the special resolution to wind up the company was passed. Stephen Philip Linney has been appointed liquidator of the company. Creditors are required to submit their debt or claims and to send full particulars of their debt or claims to Philip Linney at Le Petit Touessrok, La Vielle Charriere, St Martin, Jersey JE3 6DL, Channel Islands on or before April 18, 2005. MOWLEM PLC: Outlook Stable on Improved Internal Risk Management --------------------------------------------------------------- Fitch Ratings affirmed Mowlem plc's Senior Unsecured 'BB' and Short-term 'B' ratings and removed them from Rating Watch Negative. A Stable Outlook has been assigned. This rating action follows recent steps taken by Mowlem's new Chief Executive Simon Vivian to strengthen internal risk management structures and processes together with a more prudent approach to profit recognition and a greater focus on cash generation. Additionally, the agency considers important Mowlem's confirmation that sufficient bonding facilities remain available, that potential breaches have been resolved and that the FY04 audited accounts will receive an unqualified audit opinion. Fitch further notes the absence of negative surprises in the recently published FY04 preliminary financial statements. The Stable Outlook reflects Fitch's expectation that Mowlem's financial profile will now be more predictable, in line with its existing and future business. Future cash or non-cash charges cannot be ruled out due to the nature of Mowlem's business, and given the group's low margins, potential charges may have an amplified impact on financial results. However, the agency takes comfort that the likelihood of such events occurring has receded. The Stable Outlook also assumes that the group's net debt will not rise materially despite higher financing needs caused by lower advance payments in construction, volume growth in support services and high bid costs and increased investment in Private Finance Initiatives. The ratings are supported by Mowlem's established market position as a medium-sized construction and support services group. Additionally, the U.K. construction market remains a generally favorable environment due to ongoing public and private sector infrastructure programs. Recent difficulties faced by certain high profile European peers do not apply to Mowlem. On Feb. 3, 2005, Fitch downgraded Mowlem's Senior Unsecured rating to 'BB' from 'BB+' and placed the ratings on Rating Watch Negative. This action followed the announcement of further unexpected charges, which would push the group into losses for FY04, and reinforced the agency's concerns about risk management and the quality of contracts. In addition, Fitch had concerns about potential breaches under certain bonding facilities and the still ongoing annual audit process. CONTACT: FITCH RATINGS Alex Herbert, London Phone: +44 (0) 20 7417 6334 E-mail: alex.herbert@fitchratings.com Valerie Poulain Phone: +44 (0) 20 7417 4294 E-mail: valerie.poulain@fitchratings.com Media Relations Alex Clelland, London Phone: +44 20 7862 4084 MOWLEM PLC Brian O'Neill Phone: 020 8568 9111 CARDEW GROUP Jonathan Rooper Phone: 020 7930 0777 M.T.B. SECURITY: Winding-up Report Out Later this Month ------------------------------------------------------- IN THE MATTER OF THE INSOLVENCY ACT 1986 and IN THE MATTER OF M.T.B. (Security Services) Ltd. (In Liquidation) Notice is hereby given, in terms of Section 146 of the Insolvency Act 1986, that the Final Meeting of Creditors of M.T.B. (Security Services) Ltd. will be held at Allan House, 25 Bothwell Street, Glasgow G2 6NL, on March 24, 2005, at 10:00 a.m. for the purposes of receiving the Liquidator's report on the conduct of the winding-up and determining whether the Liquidator should be released in terms of Section 174 of the Insolvency Act 1986. Douglas B. Jackson, Liquidator February 22, 2005 CONTACT: MOORE STEPHENS Allan House 25 Bothwell Street Glasgow G2 6NL Phone: 0141 567 4500 Fax: 0141 567 4535 E-mail: info@scott-moncrieff.com Web site: http://www.moorestephens.co.uk Douglas Brown Jackson Phone: 0141 566 4480 Fax: 0141 566 4485 NISSAN INTERNATIONAL: Members Decide to Wind up Firm ---------------------------------------------------- At the extraordinary general meeting of the members of Nissan International Finance (Europe) Limited on Feb. 28, 2005 held at Nissan Europe S.A.S., Parc de Pissaloup, 8 Avenue Jean d'Alembert, 78190 Trappes, France, the subjoined special resolution to wind up the company was passed. Simon John Lundy and John Bell of Hawdon Bell & Co, Chartered Accountants, 4 Northumberland Place, North Shields NE30 1QP have been appointed joint liquidators of the company. Creditors are required to send in their full forenames and surnames, their addresses and descriptions, full particulars of their debt or claims and the names and addresses of their Solicitors (if any), to the undersigned S. J. Lundy and J. Bell, of Hawdon Bell & Co, 4 Northumberland Place, North Shields NE30 1QP on or before March 31, 2005. CONTACT: HAWDON BELL & CO. 4 Northumberland Place North Shields Tyne And Wear NE30 1QP Phone: 0191 257 7113 Fax: 0191 296 2034 E-mail: jbell@hawdonbell.co.uk OAKDALE FASTENERS: Creditors Meeting Set Later this Month --------------------------------------------------------- The creditors of Oakdale Fasteners Limited will meet on March 22, 2005 at 11:00 a.m. It will be held at PricewaterhouseCoopers LLP, Donington Court, Pegasus Business Park, Castle Donington, East Midlands DE74 2UZ. Creditors who want to be represented at the meeting may appoint proxies. Proxy forms must be submitted together with written debt claims to M. E. T. Bowen and S. D. Maddison at PricewaterhouseCoopers LLP, Donington Court, Pegasus Business Park, Castle Donington, East Midlands DE74 2UZ not later than 12:00 noon, March 21, 2005. CONTACT: PRICEWATERHOUSECOOPERS Cornwall Court 19 Cornwall Street Birmingham West Midlands B3 2DT Phone: 0121 200 3000 Fax: 0121 200 2464 E-mail: mark.e.bowen@uk.pwcglobal.com PRICEWATERHOUSECOOPERS Donington Court Pegasus Business Park Castle Donington Derbyshire DE74 2UZ Phone: 01509 604 000 E-mail: stuart.maddison@uk.pwc.com PHOENIX DATABASE: Joint Administrators from Numerica Move in ------------------------------------------------------------ Peter Hughes-Holland and Frank Wessely (IP Nos 001700, 007788) have been appointed joint administrators for Phoenix Database Technologies Limited. The appointment was made Feb. 25, 2005. The company provides database solutions. CONTACT: NUMERICA 81 Station Road Marlow Buckinghamshire SL7 1SX Phone: 01628 478100 Fax: 01628 472629 E-mails: peter.hughesholland@numerica.biz frank.wessely@numerica.biz PHYSICAL DISTRIBUTION: Appoints Maidment Judd Administrator ----------------------------------------------------------- A. D. Kent (Office Holder No 8764) has been appointed administrators for Physical Distribution Limited. The appointment was made March 2, 2005. The company organizes European freight. Its registered office is located at Altendeg, Vicarage Road, Potten End, Berkhamstead, Hertfordshire HP4 1QZ. CONTACT: MAIDMENT JUDD 60/62 High Street Harpenden Hertfordshire AL5 2SP Phone: 01582 469700 Fax: 01582 460674 E-mail: akent@maidmentjudd.co.uk POINT INFORMATION: Hires Ernst & Young as Liquidator ---------------------------------------------------- At the extraordinary general meeting of Point Information Systems Limited on Feb. 18, 2005 held at Culverdon House, Abbot's Way, Pyrcroft Road, Chertsey, the special resolution to wind up the company was passed. Patrick Joseph Brazzill and Alan Lovett of Ernst & Young LLP, 1 More London Place, London SE1 2AF have been appointed joint liquidators of the company. CONTACT: ERNST & YOUNG Becket House 1 Lambeth Palace Road London SE1 7EU Phone: 020 7951 2000 Fax: 020 7951 4001 E-mail: pbrazzill@uk.ey.com ERNST & YOUNG Apex Plaza Forbury Road Reading Berkshire RG1 1YE Phone: 0118 928 1489 Fax: 0118 928 1269 E-mail: alovett@uk.ey.com POLYFENCE (UK): In Administrative Receivership ---------------------------------------------- Cattles Invoice Finance Limited appointed Paul A. Whitwam and Gary E. Blackburn (Office Holder Nos 8346, 6234) joint administrative receivers for Polyfence (UK) Limited (Reg No 04786401, Trade Classification: 11). The application was filed Feb. 28, 2005. The company manufactures plastic fencing and fence posts. CONTACT: BWC BUSINESS SOLUTIONS 8 Park Place Leeds West Yorkshire LS1 2RU E-mail: bwc@bwc-solutions.com Phone: 0113 2433434 Fax: 0113 2435049 PRE-MET ELECTRICAL: Calls in Administrators from Kingston Smith --------------------------------------------------------------- Nicholas John Miller and Ian Robert (IP Nos 007899, 008706) have been appointed joint administrators for Pre-Met Electrical Components Limited. The appointment was made Feb. 28, 2005. The company manufactures other fabricated metals. CONTACT: KINGSTON SMITH & PARTNERS LLP Devonshire House 60 Goswell Road London EC1M 7AD Phone: 020 7556 4020 Fax: 020 7566 4021 E-mail: nmiller@kingstonsmith.co.uk QXL RICARDO: Tiger Acquisition Improves Offer --------------------------------------------- Introduction In accordance with the terms of the Auction Process announced by the Panel on 4 March 2005, TAC announced the terms of the Second Increased Offer on 8 March 2005, and hereby announces the terms of the Third Increased Offer. Terms of the Third Increased Offer The Third Increased Offer, which will be on the terms and subject to the conditions set out in the Third Increased Offer Document (which will, save as set out in that document, incorporate the terms and conditions contained in the Original Offer Document and Increased Offer Document) and the Third New Form of Acceptance, will be made on the following basis: for each QXL Share GBP10 in cash and one Revised New Litigation Entitlement Unit The Third Increased Offer values the entire existing issued ordinary share capital of QXL at approximately GBP17 million (without attributing any value to the Revised New Litigation Entitlement Units). Without attributing any value to the Revised New Litigation Entitlement Units, the Third Increased Offer represents a premium of approximately 205% to the Closing Price of 327.5 pence per QXL Share on 11 November 2004 (being the last Business Day prior to the announcement by QXL on 12 November 2004 that it was in discussions that could lead to an offer being made for QXL). Each Revised New Litigation Entitlement Unit will give each QXL Shareholder a contingent entitlement to an additional GBP10.50 in cash per QXL Share. In the event that the contingent payment is made, each accepting QXL Shareholder will receive a total of GBP20.50 in cash for each QXL Share that they hold. Save that each Revised New Litigation Entitlement Unit will give each QXL Shareholder a contingent entitlement to an additional 50p in cash per QXL Share as compared to the Litigation Entitlement Units, the terms of the Revised New Litigation Entitlement Units are identical to those of the Litigation Entitlement Units. Further details in relation to the Revised New Litigation Entitlement Units are set out in paragraph 3 below and will be set out in the Third Increased Offer Document. The QXL Shares will be acquired by, or on behalf of, TAC fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests of any nature whatsoever and together with all rights attaching thereto, including, without limitation, the right to receive and retain all dividends, interest and other distributions declared, made or paid on or after 26 November 2004. The Third Increased Offer will extend to all QXL Shares unconditionally allotted or issued whilst the Third Increased Offer remains open for acceptance (or until such earlier date as TAC may, subject to the City Code, determine), including any QXL Shares which are unconditionally allotted or issued and fully paid pursuant to the exercise of options granted under the QXL Share Option Schemes. No offer is being made in respect of the 6 non-voting special shares of GBP1 each in the capital of QXL. It is the Board of TAC's intention to redeem these shares in accordance with the provisions of QXL's articles of association as soon as possible after the Third Increased Offer has been declared wholly unconditional. Revised New Litigation Entitlement Units TAC has agreed that, following the Third Increased Offer being declared wholly unconditional, accepting QXL Shareholders will receive GBP10 in cash and one Revised New Litigation Entitlement Unit per QXL Share, which will give each QXL Shareholder a contingent entitlement to additional consideration in the form of Revised New Loan Notes which, if issued, will be in the principal amount of GBP10.50 and will bear interest at 1% per annum below the rate at which Barclays Bank PLC offers six month deposits to lending banks in the London Sterling Inter-bank Market from time to time. Subject to certain conditions to be set out in the Third Increased Offer Document, each Revised New Loan Note will be issued at a principal amount of GBP10.50 in the event that QXL recovers, following a final, non-appealable and binding determination, or a binding agreement, an equity interest in, and/or assets of, QXL Poland which (together with QXL's retained 8% interest in QXL Poland) accounts for or generates, as the case may be, annualized revenue (based on the three month period prior to such recovery) of at least PLN20 million. According to the accounts of QXL Poland for the year to 31 March 2004 that were approved by the court appointed administrator of QXL Poland, the annual revenues of QXL Poland in the year to 31 March 2004 were approximately PLN21.8 million (2003: PLN8.8 million), an increase of approximately 148% over the same period in 2003. The Revised New Loan Notes, if any, will be issued within 30 days of an independent auditor's report being issued confirming the level of revenues generated during such three month period by QXL Poland, the resultant annualized revenue of QXL Poland and the proportion of such revenue which the recovered interest and/or assets represent. The Revised New Loan Notes will be redeemed for cash at par six months and one day following their issue, together with interest accrued thereon. Irrevocable Undertakings TAC received acceptances pursuant to irrevocable undertakings to accept (or procure the acceptance of) the Original Offer from each of J B Bulkeley, M X Zaleski (and Isabelle Gaspar, his wife), R S Dighero and T T Parkinson amounting to, in aggregate, 25,524 QXL Shares, representing approximately 1.5% of the existing issued ordinary share capital of QXL. These undertakings remain binding in the event of a higher competing offer being made for QXL and the acceptances received pursuant thereto have not been withdrawn. In addition, TAC received acceptances pursuant to irrevocable undertakings to accept (or procure acceptance of) the Increased Offer from certain QXL Shareholders (namely Christopher Fleet, Jeffrey Fleet and Donald Godwin) amounting to, in aggregate, 126,428 QXL Shares representing approximately 7.4% of the existing issued ordinary share capital of QXL. These undertakings remain binding in the event of a higher competing offer being made for QXL. Apax Partners Limited accepted the Original Offer in respect of 60,997 QXL Shares, representing approximately 3.6% of the existing issued ordinary share capital of QXL, and the irrevocable undertaking given by Apax Partners Limited in respect of the Increased Offer in respect of these QXL Shares remains binding unless a higher competing offer is announced, the value of which is at least 50% higher than the cash element of the Increased Offer. Information on TAH and TAC TAH will be funded by the Great Hill Funds, the Management Team and Robert Montgomery. TAH will provide a loan to TAC in order, inter alia, to fund TAC's obligation to fund the cash element of the Third Increased Offer. Further information on TAH and TAC and the financing of the Third Increased Offer will be contained in the Third Increased Offer Document. Arrangements with the Management Team J B Bulkeley, M X Zaleski and R S Dighero, as well as T T Parkinson, QXL's company secretary and general counsel, will participate in the management of TAH, the parent company of TAC, and will have shareholdings in TAH. Details of these arrangements with TAH and of the service contracts of the Management Team will be set out in the Third Increased Offer Document. Employees The Board of TAC confirms that, following the Third Increased Offer being declared wholly unconditional, the existing employment rights of all employees of the QXL Group will be fully safeguarded. QXL Share Option Schemes Appropriate proposals will be made to participants in the QXL Share Option Schemes as soon as practicable after the Third Increased Offer is declared wholly unconditional. Disclosure of interests in QXL Shares As at the close of business on 8 March 2005, being the last practicable date prior to the date of this announcement, parties acting in concert with TAC owned 32,380 QXL Shares representing approximately 1.9% of the existing issued ordinary share capital of QXL and these parties held options over 76,793 QXL Shares. By 3.00 p.m. on 8 March 2005, TAC had received valid acceptances (which had not been validly withdrawn) in relation to the Increased Offer in respect of a total of 325,583 QXL Shares, representing approximately 19.15% of QXL's existing issued ordinary share capital. Save for these interests, neither TAH, TAC, the Great Hill Parties, nor the directors of TAH and TAC, nor any party acting in concert with TAC, TAH or the Great Hill Parties, owns or controls any QXL Shares or holds any options to purchase or subscribe for QXL Shares or any derivative referenced to QXL Shares. Save for these interests and the irrevocable undertakings described above (and acceptances received by TAC in respect thereof), neither TAC, TAH, the Great Hill Parties, nor any persons acting in concert with TAC, TAH or the Great Hill Parties has any arrangement in relation to QXL Shares, or any securities convertible or exchangeable into QXL Shares or options (including traded options) in respect of, or derivatives referenced to, QXL Shares. For these purposes, 'arrangement' includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which is, or may be, an inducement to deal or refrain from dealing in such securities. General Save as disclosed in this announcement, there has been (and in the case of the information regarding current trading and prospects, so far as TAC is aware) no change to the information contained in the announcement made by TAC on 8 March 2005 in relation to the Second Increased Offer. The Third Increased Offer will be made subject to the conditions and on the terms contained in the Third Increased Offer Document, which (save as set out in that document) will incorporate the terms and conditions contained in the Original Offer Document and Increased Offer Document, and in the Third New Form of Acceptance. The Third Increased Offer will comply with the provisions of the City Code. QXL Shareholders who have accepted either the Florissant Offer or the Revised Florissant Offer are entitled to withdraw such acceptances to enable them to accept the Third Increased Offer, provided the Revised Florissant Offer has not become or been declared unconditional as to acceptances. TAC intends that a New Form of Withdrawal will accompany the Third Increased Offer Document. The Third Increased Offer Document, together with the Third New Form of Acceptance and New Form of Withdrawal, will (except with the consent of the Panel or otherwise in accordance with the Auction Process) be posted to QXL Shareholders and (for information only) to participants in the QXL Share Option Schemes on or before the seventh day after the date on which the last offer for QXL is announced in accordance with the Auction Process. In the light of this announcement and in accordance with the terms of the Auction Process, TAC will not make the Second Increased Offer or post the Second Increased Offer Document. CONTACT: HOLBORN PUBLIC RELATIONS LIMITED David Bick Phone: 020 7929 5599 DELOITTE CORPORATE FINANCE Phone: 020 7936 3000 Financial adviser to TAC, TAH and the Great Hill Parties Jonathan Hinton David Kent RAILWAY PERFORMANCE: Hires Wilson Field as Administrator -------------------------------------------------------- Lisa Hogg and David Elliot (IP Nos 9037, 5632) have been appointed joint administrators for Railway Performance Ltd. The appointment was made Feb. 24, 2005. CONTACT: WILSON FIELD 289 Abbeydale Road Sheffield S17 3LB Phone: 0114 235 6780 RICKARDS TRADEGLAZE: Names Thompson Partnership Administrator ------------------------------------------------------------- Jeremy Charles Frost (IP No 9091) has been appointed administrator for Rickards Tradeglaze Limited. The appointment was made Feb. 18, 2005. Its registered office is located at The Pines, Boars Head, Crowborough, East Sussex TN6 3HD. CONTACT: THE THOMPSON PARTNERSHIP Square Root Business Centre 102 Windmill Road Croydon Surrey CR0 2XQ Phone: 020 8665 4284 Fax: 020 8665 4201 E-mail: jcf@thethompsonpartnership.co.uk ROYAL & SUNALLIANCE: Hires Turnaround Expert to Chair U.S. Biz -------------------------------------------------------------- Royal & SunAlliance U.S.A. appointed William Shea as Chairman and Michael Crall as outside Director. William Shea, 56, brings with him more than 30 years financial services experience. From 2001 until 2004, he was CEO of U.S. insurer, Conseco Inc., where he successfully restructured the company and brought it back into profitability. Previously he was Vice Chairman and CFO at BankBoston Inc. and was also a Firm Council Member and Senior Partner of Coopers & Lybrand, now PricewaterhouseCoopers. Michael Crall, 61, was the first CEO of Equitas (1995-2003), successfully creating and leading the GBP 20 billion company formed to reinsure and manage the pre-1993 liabilities of Lloyds of London. Mr. Crall remains an outside Director of Equitas and in 2003 he was also appointed outside Director of Catlin, the property and casualty insurer and reinsurer. Previously, he was President and Chief Executive of Argonaut Insurance Company, the US casualty insurance specialist. He began his career with Insurance Company of North America, holding several executive posts in Europe and the U.S. John Tighe, President and CEO, Royal & SunAlliance USA, said: "These appointments bring us a great depth of senior U.S. insurance expertise. They will be a great asset as we continue to restructure our U.S. business." CONTACT: ROYAL & SUNALLIANCE U.S.A. Libby McLaughlin Phone: 704-522-3064 or Kedar Bryan Phone: 704-522-2721 ROYAL & SUNALLIANCE: Ratings of Merged U.S. Units Withdrawn ----------------------------------------------------------- Moody's Investors Service withdrew the Ba3 insurance financial strength ratings of seven former members of the Royal & SunAlliance U.S.A. intercompany pool. Moody's has withdrawn the ratings on these entities because they have been merged into other members of the RSA USA Pool. Please refer to Moody's Withdrawal Policy on moodys.com. Ratings withdrawn: (a) American and Foreign Insurance Company -- insurance financial strength at Ba3; (b) The Connecticut Indemnity Company -- insurance financial strength at Ba3; (c) The Fire and Casualty Insurance Company of Connecticut -- insurance financial strength at Ba3; (d) Globe Indemnity Company -- insurance financial strength at Ba3; (e) Phoenix Assurance Company of New York - insurance financial strength at Ba3; (f) Royal Insurance Company of America - insurance financial strength at Ba3; and (g) Safeguard Insurance Company -- insurance financial strength at Ba3. Moody's insurance financial strength ratings are opinions of the ability of insurance companies to repay punctually senior policyholder claims and obligations. For more information, visit http://www.moodys.com/insurance. CONTACT: MOODY'S INVESTORS SERVICE New York James Eck Asst Vice President - Analyst Financial Institutions Group For Journalists Phone: 212-553-0376 New York Robert Riegel Managing Director Financial Institutions Group For Journalists Phone: 212-553-0376 ROYAL & SUNALLIANCE Helen Pickford Phone: +44 (0) 20 7111 7212 Phil Wilson-Brown Phone: +44 (0) 20 7111 7047 FINSBURY Julius Duncan Phone: +44 (0) 20 7251 3801 TRANSWORLD SCOTLAND: Hires Liquidator from PKF ---------------------------------------------- IN THE MATTER OF THE INSOLVENCY ACT 1986 and IN THE MATTER OF Transworld (Scotland) Limited (In Liquidation) I, Bryan Jackson, Chartered Accountant, PKF, 78 Carlton Place, Glasgow G5 9TH, hereby give notice that I was appointed Liquidator of Transworld (Scotland) Limited by a Resolution of a Meeting of Creditors, duly convened and held in 78 Carlton Place, Glasgow G5 9TH, under the terms of Section 138 of the Insolvency Act 1986 and Rule 4.12 of the Insolvency (Scotland) Rules 1986, on February 22, 2005. No Liquidation Committee was formed at this Meeting. I hereby give notice that, under Rule 4.18 of the Insolvency (Scotland) Rules 1986, I do not intend to summon a further Meeting for the purpose of establishing a Liquidation Committee. However, under the terms of Section 142(3) of the Insolvency Act 1986, I am required to call such a Meeting if requested to do so by one-tenth in value of the Company's Creditors. Bryan Jackson, Liquidator February 22, 2005 CONTACT: PKF 78 Carlton Place Glasgow G5 9TH Phone: 0141 4295900 Fax: 0141 4295901 E-mail: info.glasgow@uk.pkf.com Web site: http://www.pkf.co.uk Bryan Alan Jackson E-mail: bryan.jackson@uk.pkf.com Phone: 0141 429 5900 Fax: 0141 429 5901 TRIBUNE RISK: Liquidators' Report Now Available ----------------------------------------------- IN THE MATTER OF THE INSOLVENCY ACT 1986 and IN THE MATTER OF Tribune Risk And Insurance Services Limited (In Liquidation) I, J. Bruce Cartwright, CA, PricewaterhouseCoopers LLP, 68-73 Queen Street, Edinburgh EH2 4NH, Joint Liquidator of Tribune Risk and Insurance Services Limited, advise creditors that in terms of an interlocutor issued by Lord Reed dated February 15, 2005, I have prepared a report detailing our outlays and remuneration which have been determined by the Liquidation committee for the period February 13, 2004 to April 7, 2004. The creditors' right of appeal against the committee's determination is set out in Rule 4.35 of the Insolvency (Scotland) Rules 1986 and Section 53 of the Bankruptcy (Scotland) Act 1985 (as amended), as applied to Liquidations by Rule 4.68 and in terms of the interlocutor issued by Lord Reed, creditors may lodge their appeals. Creditors of the company may obtain a copy of the report from the offices of PricewaterhouseCoopers LLP, Erskine House, 68-73 Queen Street, Edinburgh from 9:00 a.m. to 5:30 p.m. on any normal business day excluding bank or public holidays. J. B. Cartwright, Joint Liquidator February 18, 2005 CONTACT: PRICEWATERHOUSECOOPERS LLP Erskine House 68-73 Queen Street Edinburgh EH2 4NH Phone: [44] (131) 226 4488 260 4402 VAT Fax: [44] (131) 260 4008 260 4030 VAT Web site: http://www.pwcglobal.com John Bruce Cartwright E-mail: bruce.cartwright@uk.pwc.com Phone: 0131 226 4488 Fax: 0131 260 4008 WESTON COACH: Administrator from Albert Goodman Moves in -------------------------------------------------------- Laurence Russell (IP No 9199) has been appointed administrator for Weston Coach & Body Works Ltd. The appointment was made March 2, 2005. The company repairs motor vehicle accident. CONTACT: ALBERT GOODMAN Mary Street House Mary Street Taunton Somerset TA1 3NW Phone: 01823 286096 Fax: 01823 257319 WILLIAM BALL: Creditors Have Until Next Month to File Claims ------------------------------------------------------------ At the extraordinary general meeting of William Ball Properties Limited on Feb. 22, 2005 held at Ultimate House, 471 London Road, Grays, Essex RM20 4WD, the special and ordinary resolutions to wind up the company were passed. Alan Clifton of DTE Leonard Curtis, DTE House, Hollins Mount, Hollins Lane, Bury BL9 8AT has been appointed liquidator of the company. Creditors are required to send details in writing of any claim against the company to Mr. Alan Roy Clifton at DTE Leonard Curtis, DTE House, Hollins Mount, Hollins Lane, Bury BL9 8AT on or before April 30, 2005. CONTACT: DTE LEONARD CURTIS 50-52 Newhall Street Birmingham West Midlands B3 3QE Phone: 0121 236 7274 Fax: 0121 236 7556 E-mail: AClifton@dte-leonardcurtis.com WRYCOM GROUP: Calls in Joint Administrators from PKF ---------------------------------------------------- Keith R. Morgan and Ian Gould (IP Nos 6831, 7866) have been appointed joint administrators for Wrycom Group Limited. The appointment was made Feb. 16, 2005. The company repairs telecomm equipment. Its registered office is located at Unit 2, Bamfurlong Industrial Estate, Staverton, Gloucestershire GL51 6SX. CONTACT: PKF 18 Park Place Cardiff CF10 3PD Phone: 029 2064 6200 Fax: 029 2064 6201 E-mail: keith.morgan@uk.pkf.com PKF New Guild House 45 Great Charles Street Queensway Birmingham West Midlands B3 2LX Phone: 0121 212 2222 Fax: 0121 212 2300 E-mail: ian.gould@uk.pkf.com WYNDHAM UK: Hires Liquidator from Menzies Corporate --------------------------------------------------- At the general meeting of Wyndham UK Holdings Limited, the special resolution to wind up the company was passed. Paul John Clark and Andrew John Duncan of Menzies Corporate Restructuring, 17-19 Foley Street, London W1W 6DW have been appointed joint liquidators of the company. Creditors are required to prove their debt by sending to the undersigned, Paul John Clark, of Menzies Corporate Restructuring, 17-19 Foley Street, London W1W 6DW on or before April 25, 2005. CONTACT: MENZIES CORPORATE RESTRUCTURING 17-19 Foley Street London W1W 6DW Phone: 020 7291 9750 Fax: 020 7291 9777 E-mail: mcr@menzies.co.uk Web site: http://www.menzies.co.uk ********* 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 2005. 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. 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