TCREUR_Public/060613.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

             Tuesday, June 13, 2006, Vol. 7, No. 116     

                            Headlines


A U S T R I A

HYPO ALPE: Moody's Cuts Financial Strength Rating to D-
OSWALD SPIEHS: Awaits Final Distribution & Closing Protocol
PONTONI POST: Court to Close Bankruptcy Case After Final Payment
RECYCLING-TRANS: ??rneuburg Court Closes Bankruptcy Proceedings
TALHA: Court to Close Bankruptcy Case Following Distribution

TEAM: Court Closes Bankruptcy Case After Claims Payment


F I N L A N D

SEA FORT: Standard & Poor's Rates EUR15-Mln Class E Notes at BB


F R A N C E

ALSTOM SA: Wins EUR92.5-Mln Supply Pact From Dominican Republic


G E R M A N Y

ABS ABDICHTUNGSTECHNIK: Claims Filing Period Ends June 15
AFFLERBACH U. NASSAUER: Claims Filing Period Ends June 30
ART CONSULT: Claims Registration Ends June 14
BAVERO GMBH: Claims Registration Ends June 30
BRENNTAG AG: Names Bill Fidler President of North America Unit

CAMMAROTA GMBH: Claims Registration Ends June 20
DIADEM IMMOBILIEN: Claims Filing Period Ends June 29
DUERR & FEIL: Claims Registration Ends June 30
FRESENIUS AG: Fitch Rates Senior Unsecured Debt at BB
GOLF KOMPAKT: Claims Filing Period Ends June 15

MASSIVHAUSBAU HERMANN: Claims Filing Period Ends June 26
PROSIEBENSAT.1 MEDIA: Moody's Changes Rating Outlook to Stable
SEN KUAFOR: Claims Registration Ends June 23


I R E L A N D

ELAN CORP: Hikes Tysabri Price After Drug Reintroduction


I T A L Y

BANCA NAZIONALE: BNP Paribas Offers to Buy Remaining BNL Shares


K A Z A K H S T A N

ALTYN ARKA: Almaty Court Opens Bankruptcy Proceedings
GAZIZ SU: Kyzylorda Court Opens Bankruptcy Proceedings
JASULAN M.D.: Kyzylorda Court Begins Bankruptcy Proceedings
KAMKOR: East Kazakhstan Court Begins Bankruptcy Proceedings
KAZTORGSOUZ: East Kazakhstan Court Starts Bankruptcy Process

NEW FAST: Creditors Must File Claims by June 23
TUTAS: Almaty Court Commences Bankruptcy Proceedings
UNITED LEATHER: Proof of Claim Deadline Slated for June 23
VITAL: Kyzylorda Court Begins Bankruptcy Process


L A T V I A

MAZEIKIU NAFTA: Competition Council Ends Probe on Latvian Unit


L I T H U A N I A

MAZEIKIU NAFTA: Competition Council Ends Probe on Latvian Unit


L U X E M B O U R G

ARES FINANCE: S&P Assigns BB Rating to Class E Notes


R U S S I A

FINCOR-AUDIT: Court Starts Bankruptcy Supervision
ISKRA: Court Names A. Vampilov as Insolvency Manager
KRASNOARMEYSKIY: Court Names M. Musaelyan as Insolvency Manager
MONCHEGORSKAYA FURNITURE: Names A. Arendachuk to Manage Assets
OAO ROSNEFT: Shareholders Approve 2005 Annual Report & Dividend

OAO ROSNEFT: Hikes Charter Capital with 7.4-Bln Equity Placement
PROKOPYEVSKIY METAL: Court Starts Bankruptcy Supervision
SEVERSTAL: Arcelor Recommends Severstal Bid Over Mittal's
SORT-SEM-OVOSH: Bankruptcy Hearing Slated for July 27
VOLOSHSKAYA TIMBER: Arkhangelsk Court Taps Insolvency Manager


U N I T E D   K I N G D O M

APW ENCLOSURE: Creditors' Meeting Slated for June 20
CABLE & WIRELESS: Terminates US SEC Registration
CABLE & WIRELESS: Revises Strategy on Local Loop Capability
JETCREST LIMITED: Meeting of Creditors Set for June 19
MISYS PLC: Explores Possibility of Offer

PHOENIX 2002-1: Fitch Affirms US$86.6-Mln Class C Notes at BB-
PITCHMASTIC PMB: Lloyds TSB Appoints Ernst & Young Receivers
PROSPECT NUMBER: Creditors' Meeting Slated for June 14
REGAL ENGINEERS: Meeting of Creditors Set for June 15
RETRO HOUSE: Creditors' Meeting Slated for June 16

SEA CONTAINERS: Further Delays 10-K Filing & Remains on Default
SEA CONTAINERS: Agrees to Pay US$16.3 Million to GE SeaCo
SEA CONTAINERS: Selling Silja Oy to Tallink Group for US$594 Mln
SOUTHPORT 2000: Hires Joint Administrators from Begbies Traynor
SPECIAL THOUGHTS: Brings In Administrators from F A Simms

STANLEY PROPERTY: Northern Rock Taps Deloitte & Touche Receivers
STAPEMILL LIMITED: Taps Administrators from Jacksons Jolliffe
TITAN EUROPE: S& P Assigns Ratings to EUR943.751 Million Notes

* Large Companies with Insolvent Balance Sheets

                            *********

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


HYPO ALPE: Moody's Cuts Financial Strength Rating to D-
-------------------------------------------------------
Moody's Investors Service downgraded the bank financial strength
rating (FSR) of Hypo Alpe-Adria-Bank International AG to D- from
C+ and the bank's preferred stock to Baa2 from A3.  oth these
ratings were maintained on review for possible further
downgrade.  All other ratings, including HAA's senior ratings of
Aa2/P-1, were affirmed and continue to carry a stable outlook.

Moody's said the rating actions were prompted by HAA's admission
that its treasury activities in 2004 resulted in substantial
losses.  In an unusual move, HAA's auditor has revoked its
certification of the bank's 2004 financial statements and, at
the initiative of the Austrian regulator, HAA is shortly
expected to publish restated 2004 figures, along with its 2005
results.  Moody's understands that the revised audited 2004
financial statements will show a substantial net loss for the
year and as a result the bank's capital levels will have fallen
below minimum capital requirements in Austria.  HAA will be
required to pay a penalty for this breach in capital adequacy
ratios, although Moody's understands that this amount will not
be significant and that provisions for it have been made in the
financial statement for 2005.

Moody's commented that in its opinion, these events have
revealed not only weaknesses in the bank's risk management
systems and risk culture at the time the bank entered into the
high-risk treasury transactions but also a lack of transparency
and rigour in the bank's handling of developments once the
details of the transactions became known.  The rating agency
added that, given HAA's strong expansion into countries with
less developed legal and risk infrastructures than Austria
(primarily in former Yugoslavia but also in Bulgaria and
Romania), it is of paramount importance to have a risk culture
and risk management systems in place that are fully equipped to
handle challenges that might arise from lending activities in
these markets.

Commenting on the affirmation of HAA's long-and short term debt
and deposit ratings, Moody's said that these obligations benefit
from ongoing support by the State of Carinthia, as evidenced
through an explicit deficiency guarantee.

With reference to the bank's preference shares, which qualify as
Tier 1 capital, Moody's said that these do not benefit from this
explicit support and therefore their ratings have been
downgraded today to Baa2 from A3.  The rating are driven by the
bank's FSR as well as external support elements -- particularly
the strong implicit support by its majority shareholder, the
State of Carinthia, and assumed system support due to HAA's
significance for the banking market in its core geographic area.

Moody's ongoing review of the bank's FSR and hybrid instrument
debt ratings will focus on the repercussions that the losses in
2004 and the surrounding circumstances will have on the bank's
franchise and standing in the financial markets, as well as risk
management-related issues and corporate governance practices
that HAA needs to address appropriately to exclude any future
critical events.  Moody's added that further negative control
and/or governance issues would likely to lead to further
downgrade in the bank's FSR and the rating on the preference
shares.

Ratings downgraded and remain on review for possible further
downgrade:

   -- Hypo Alpe-Adria-Bank International Bank AG bank C+
      financial strength rating to D-;

   -- Hypo Alpe-Adria (Jersey) II Limited A3 debt rating to
      Baa2; and

   -- Hypo Alpe-Adria (Jersey) Limited A3 debt rating to Baa2.

Ratings affirmed with a stable outlook:

   -- Hypo Alpe-Adria-Bank International Bank AG long-term and
      short-term deposit ratings at Aa2 and Prime 1,
      respectively;

   -- senior long- and short-term debt at Aa2 and subordinated
      debt at Aa3; and

   -- its public sector Pfandbriefe at Aaa.

Headquartered in Klagenfurt, Austria, Hypo Alpe-Adria-Bank
International AG reported total consolidated assets of EUR18
billion as of Dec. 31, 2004.


OSWALD SPIEHS: Awaits Final Distribution & Closing Protocol
-----------------------------------------------------------
The Court of Vienna will close the bankruptcy proceedings of LLC
Oswald Spiehs (FN 125735f) following the final distribution to
creditors.  

Creditors will receive partial payment on account of their
claims once the final allocation document filed by the court-
appointed property manager, Walter Kainz, will be approved.

Headquartered in Vienna, Austria, the Debtor declared bankruptcy
on July 28, 2004 (Bankr. Case No6 S 83/04d).  Eva Wexberg
represented Mr. Kainz in the bankruptcy proceedings.


PONTONI POST: Court to Close Bankruptcy Case After Final Payment
----------------------------------------------------------------
The Court of Vienna will close the bankruptcy case of KEG
Pontoni Post- und Paketservice (FN 219043y) after the Debtor's
final distribution to creditors.

Creditors will receive partial payment on account of their
claims.

Headquartered in Vienna, Austria, the Debtor declared bankruptcy
on Oct. 25, 2005 (Bankr. Case No. 6 S 131/05i).  Andrea
Prochaska served as the court-appointed property manager for the
bankrupt estate.  


RECYCLING-TRANS: ??rneuburg Court Closes Bankruptcy Proceedings
---------------------------------------------------------------
Land Court of ??rneuburg entered an order closing the bankruptcy
case of KEG Recycling-Trans Peter Bauch (FN 142290 a) on May 5.  

Creditors will recover a total of 22.21% on account of their
claims in installments:

   -- 12.21% approved quota on Nov. 30, 2005;

   -- 10% additional quota that they will receive by
      installment;

      * 2% in cash within 14 days after closing the case;
      * 2% until June 1, 2006;
      * 2% until Oct. 1, 2006;
      * 2% until Dec. 1, 2006; and
      * 2% until March 1, 2007.

The last day for final claims distribution is set for March 1,
2007.

Headquartered in Gotzendorf, Austria, the Debtor declared
bankruptcy on Sept. 9, 2002 (Bankr. Case No. 36 S 63/02k).  
Viktor Igali-Igallffy served as the court-appointed property
manager for the bankrupt estate.


TALHA: Court to Close Bankruptcy Case Following Distribution
------------------------------------------------------------
The Trade Court of Vienna will close the bankruptcy case of
Trade LLC Talha (FN 207631s) following the Debtor's final
distribution to its creditors.

Creditors will recover 4.651757% of their claim under the
approved final allocation document filed by court-appointed
property manager Andrea Eisner.

Headquartered in Vienna, Austria, the Debtor declared bankruptcy
on Oct. 28, 2005 (Bankr. Case No. 28 S 67/05i).  


TEAM: Court Closes Bankruptcy Case After Claims Payment
-------------------------------------------------------
The Land Court of Korneuburg entered an order closing the
bankruptcy case of LLC Team (FN 214418x) on May 5 after the
Debtor's final distribution to creditors.

Creditors owed money by the Debtor recovered 7.91% on account of
their claim.

Headquartered in Gerasdorf bei Vienna, Austria, the Debtor
declared bankruptcy on Nov. 23, 2004 (Bankr. Case No. 36 S
102/04y).  Georg Freimueller served as the court-appointed
property manager for the bankrupt estate.


=============
F I N L A N D
=============


SEA FORT: Standard & Poor's Rates EUR15-Mln Class E Notes at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
credit ratings to the EUR145 million secured floating-rate
credit-linked notes to be issued by SEA FORT Securities PLC.
  
The transaction is a partially funded synthetic balance sheet
CLO, referencing a EUR1 billion portfolio of loans granted by
Sampo Bank PLC (Sampo) to Finnish small, medium, and large
corporates.  The transaction aims to provide regulatory and
economic capital relief to Sampo.
  
At closing, the issuer will enter into a portfolio CDS with
Sampo.  Under the CDS, the issuer will sell credit protection to
Sampo on a portfolio of euro-denominated corporate loans to
borrowers in Finland.
  
SEA FORT Securities will issue secured floating-rate notes.
Ultimate payment of principal to the noteholders will be linked
to the reference portfolio's inherent credit risk, and so will
depend on the borrowers' performance under their respective loan
agreements.
  
The issuer's obligations toward the noteholders will be secured
primarily by investing note issuance proceeds in a 'AAA' rated
covered bond issued by Dexia Municipal Agency under its European
MTN program.  At closing, the issuer and Sampo will enter into a
put option agreement, under which Sampo will grant to the issuer
the right to sell the covered bonds at par.
  
Credit support for each class of notes will be provided by
subordination and an excess spread of 10 bps on the reference
portfolio nominal amount.
  
"This is the first CLO of small, medium, and large corporates
from Sampo," said Standard & Poor's credit analyst Antonio
Farina.
  
"Standard & Poor's conducted an actuarial analysis on historical
data provided by the originator to assess the credit risk of the
pool," Mr. Farina continued.
  
"With the historical data provided by the originator, Standard &
Poor's is able to determine a default probability and a recovery
rate at each rating level.  The product of these two variables
gives an estimate of the required loss protection during the
term of the CDS agreement."
  
Standard & Poor's gave credit only to the credit enhancement
provided by the subordination of the junior notes to the senior
notes.
    
                       Ratings List
                  SEA FORT Securities PLC
  EUR145 Million Secured Floating-Rate Credit-Linked Notes
  
            Class          Prelim.       Prelim.
            -----          rating        amount (Mil. EUR)       
                           ------        ------
             A              AAA           41.5
             B              AA            22.0
             C              A             14.5
             D              BBB           14.5
             E              BB            15.0
             F              NR            37.5
             NR-Not rated.
             N/A-Not applicable.


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


ALSTOM SA: Wins EUR92.5-Mln Supply Pact From Dominican Republic
---------------------------------------------------------------
OPRET, the governmental authority in charge of the
reorganization of public transport in the Dominican Republic,
has chosen Alstom S.A. for the delivery of 19 Metropolis
trainsets worth EUR92.5 million for the city of Santo Domingo.

This order is part of the government's development programme to
meet the increasing demand for public transport and reduce road
traffic congestion in Santo Domingo.  The trainsets will run on
the first line of the capital's new metro system, which is
currently under construction, and will connect Villa Mella
(north of the city) with La Feria (south of the city).

Alstom will supply a total of 19 trainsets, comprising of three
cars each.  The first deliveries are scheduled for the opening
of metro line 1 in early 2008.  The metro is expected to carry
200,000 passengers every day.

Three ALSTOM sites will be involved in this project:

   -- ALSTOM's site in Charleroi, Belgium, will be in charge of
      the manufacture and integration of the traction systems.

   -- ALSTOM's site in Le Creusot, France, will provide the
      bogies.

   -- ALSTOM's site in Barcelona, Spain, will be responsible for
      the car manufacture and assembly.

Since the development of the Metropolis range in 1997, ALSTOM
has won contracts in cities around the world.  To date, ALSTOM
has sold more than 1700 Metropolis cars to cities such as
Barcelona, Warsaw, Singapore, Rio de Janeiro, Sao Paulo, Buenos
Aires and Santiago de Chile.

                           About Alstom

Headquartered in Paris, France, Alstom S.A. --
http://www.alstom.com/-- is a leading maker of power-generation   
systems and constructs power plants, rail equipment, luxury
passenger ships, naval vessels, and natural gas tankers.  It
also produces electrical drives, motors, and generators.  The
group generates EUR13 billion in annual revenues and employs
more than 70,000 people worldwide.  The group posted EUR865
million in net loss and EUR1.4 billion in net debt for the
financial year 2004/2005.


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


ABS ABDICHTUNGSTECHNIK: Claims Filing Period Ends June 15
---------------------------------------------------------
Creditors of ABS Abdichtungstechnik GmbH have until
June 15 to register their claims with court-appointed
provisional administrator Henning Schorisch.

Creditors and other interested parties are encouraged to attend
the meeting at 9:30 a.m. on July 25, at which time the
administrator will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Dresden
         Hall D132
         Olbrichtplatz 1
         01099 Dresden, Germany

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

The District Court of Dresden opened bankruptcy proceedings
against ABS Abdichtungstechnik GmbH on May 11.  Consequently,
all pending proceedings against the company have been
automatically stayed.

The Debtor can be contacted at:

         ABS Abdichtungstechnik GmbH
         Bockmuehlenstrasse 31
         01848 Hohnstein/OT Cunnersdorf, Germany

The administrator can be contacted at:

         Henning Schorisch
         Wasastrasse 15
         01219 Dresden, Germany
         Web: http://www.hww-kanzlei.de/


AFFLERBACH U. NASSAUER: Claims Filing Period Ends June 30
---------------------------------------------------------
Creditors of Afflerbach u. Nassauer GmbH have until
June 30 to register their claims with court-appointed
provisional administrator Sabine Feuerborn.

Creditors and other interested parties are encouraged to attend
the meeting at 2:45 p.m. on July 19, at which time the
administrator will present her first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Siegen
         Hall 009
         Ground Floor
         Berliner Road 21-22
         57072 Siegen, Germany

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

The District Court of Siegen opened bankruptcy proceedings
against Afflerbach u. Nassauer GmbH on May 15.  Consequently,
all pending proceedings against the company have been
automatically stayed.

The Debtor can be contacted at:

         Afflerbach u. Nassauer GmbH
         Attn: Martin Afflerbach, Manager        
         Schuerfweg 14
         57080 Siegen, Germany

The administrator can be contacted at:

         Dr. Sabine Feuerborn
         Else-Lang-Str. 1
         50858 Cologne, Germany
         Tel: (0221) 2855470
         Fax: (0221) 28554729


ART CONSULT: Claims Registration Ends June 14
---------------------------------------------
Creditors of Art Consult Kunsthandel GmbH have until
June 14 to register their claims with court-appointed
provisional administrator Ottmar Hermann.

Creditors and other interested parties are encouraged to attend
the meeting at 3:10 p.m. on July 13, at which time the
administrator will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Konigstein/Ts.
         Area 106, Burgweg 9
         61462 Konigstein/Ts., Germany

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

The District Court of Konigstein/Ts. opened bankruptcy
proceedings against Art Consult Kunsthandel GmbH on May 12.  
Consequently, all pending proceedings against the company have
been automatically stayed.

The Debtor can be contacted at:

         Art Consult Kunsthandel GmbH
         Wiesbadener Way 2
         65812 Bad Soden

         Attn: Mario Paul, Manager        
         Enggasse 3
         65812 Bad Soden, Germany

The administrator can be contacted at:

         Ottmar Hermann
         Bleichstrasse 2-4
         60313 Frankfurt/Main, Germany
         Tel: 069/913092-0
         Fax: 069/91309230


BAVERO GMBH: Claims Registration Ends June 30
---------------------------------------------
Creditors of BAVERO GmbH & Co. KG have until June 30 to register
their claims with court-appointed provisional administrator Ralf
Bornemann.

Creditors and other interested parties are encouraged to attend
the meeting at 9:20 a.m. on Aug. 4, at which time the
administrator will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Bonn
         Hall W126
         1 Stock
         William Route 21
         53111 Bonn, Germany

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

The District Court of Bonn opened bankruptcy proceedings against
BAVERO GmbH & Co. KG on May 12.  Consequently, all pending
proceedings against the company have been automatically stayed.

The Debtor can be contacted at:

         BAVERO GmbH & Co. KG
         Dollendorfer Str. 1 - 3
         53639 Konigswinter, Germany

The administrator can be contacted at:

         Dr. Ralf Bornemann
         Godesberger Avenue 125-127
         53175 Bonn, Germany
         Tel: 0228-8100056
         Fax: 0228-81000820


BRENNTAG AG: Names Bill Fidler President of North America Unit
--------------------------------------------------------------
Brenntag AG disclosed that William A. Fidler, former Executive
Vice President Brenntag North America Inc., has been appointed
to President of Brenntag North America, Inc., effective June 5,
2006.  Mr. Fidler succeeds Stephen R. Clark, who has been
promoted to Chief Executive Officer of Brenntag effective
June 1, 2006.

Mr. Fidler, 58, started in 1970 as Sales Representative at
Textile Chemical Co., Reading (PA) and has developed excellent
leadership skills and industry knowledge within the chemical
distribution market since then.  In 1998, he became Executive
Vice President of Brenntag North America, Inc.

"Bill has achieved an outstanding record of success as Executive
Vice President Brenntag North America Inc. over the past years,"
Brenntag CEO Stephen R. Clark said.  "We are fortunate to be
able to benefit from his arsenal of skills as we continue to
execute our existing strategy."

In 2005, the company recorded external sales of EUR5.3 billion
(US$6.6 billion).  Earnings before interest, taxes, depreciation
and amortization (EBITDA operating) totaled EUR301 million
(US$ 374 million).  Brenntag operates more than 300 locations
with 9,200 people in 50 countries.  Underlying the company's
strong position in world markets, Brenntag is committed to
providing value to its customers and suppliers through superior
supply chain logistics, single sourcing and value-added-
services.  To its suppliers and customers alike, Brenntag
offers, both in Europe and the Americas, an unrivalled,
extensive and state-of-the-art distribution network for
industrial and specialty chemicals.

Headquartered in Mulheim, Germany, Brenntag AG --
http://www.brenntag.com/-- sells and distributes industrial and   
specialty chemicals.  The Company also develops and prepares
specific chemical compounds and offers analysis services.  Its
customers include oil and gas, paint, cosmetic, pharmaceutical,
and water treatment companies.

                        *     *     *

Brenntag AG's bank loan debt carries Moody's Investors Service's
B2 rating while it carries a B+ issuer credit rating from
Standard & Poor's.


CAMMAROTA GMBH: Claims Registration Ends June 20
------------------------------------------------
Creditors of Cammarota GmbH & Co. KG have until June 20 to
register their claims with court-appointed provisional
administrator Henning Dohrmann.

Creditors and other interested parties are encouraged to attend
the meeting at 10:30 a.m. on July 7, at which time the
administrator will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Cologne
         Hall 142
         1st Floor
         Luxemburger Road 101
         50939 Cologne, Germany

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

The District Court of Cologne opened bankruptcy proceedings
against Cammarota GmbH & Co. KG on May 15.  Consequently, all
pending proceedings against the company have been automatically
stayed.

The Debtor can be contacted at:

         Cammarota GmbH & Co. KG
         Heinrich-Schicht-Str. 29 a
         42499 Hueckeswagen, Germany
         
The administrator can be contacted at:

         Dr. Henning Dohrmann
         Moltkestr. 12
         51643 Gummersbach, Germany
         Tel: 02261/9279-0
         Fax: +49226192799


DIADEM IMMOBILIEN: Claims Filing Period Ends June 29
----------------------------------------------------
Creditors of Diadem Immobilien GmbH have until June 29 to
register their claims with court-appointed provisional
administrator Hartwig Albers.

Creditors and other interested parties are encouraged to attend
the meeting at 10:00 a.m. on Oct. 5, at which time the
administrator will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Charlottenburg
         Hall 218
         II Stock
         District Court Place 1
         14057 Berlin, Germany

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

The District Court of Charlottenburg opened bankruptcy
proceedings against Diadem Immobilien GmbH on May 11.  
Consequently, all pending proceedings against the company have
been automatically stayed.

The Debtor can be contacted at:

         Diadem Immobilien GmbH
         Kaiserdamm 100
         14057 Berlin, Germany

The administrator can be contacted at:

         Hartwig Albers
         Luetzowstr. 100
         10785 Berlin, Germany


DUERR & FEIL: Claims Registration Ends June 30
----------------------------------------------
Creditors of Duerr & Feil GbR Betriebsgrundstueck have until
June 30 to register their claims with court-appointed
provisional administrator Fritz Zanker.

Creditors and other interested parties are encouraged to attend
the meeting at 11:15 a.m. on July 11, at which time the
administrator will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Aalen
         Hall 0.11
         Ground Floor
         Stuttgarter Strasse 7
         73430 Aalen, Germany

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

The District Court of Aalen opened bankruptcy proceedings
against Duerr & Feil GbR Betriebsgrundstueck on May 17.  
Consequently, all pending proceedings against the company have
been automatically stayed.

The Debtor can be contacted at:

         Duerr & Feil GbR Betriebsgrundstueck
         Attn: Sigurd Duerr, Otto and Karl-Heinz Feil, Managers        
         Jagst 38
         73479 Ellwangen, Germany

The administrator can be contacted at:

         Fritz Zanker
         Albstr. 14
         70597 Stuttgart, Germany
         Tel: 0711/7696880
         Fax: 0711/76968850


FRESENIUS AG: Fitch Rates Senior Unsecured Debt at BB
-----------------------------------------------------
Fitch Ratings assigned ratings to entities in the Germany-based
healthcare group, Fresenius, and their respective debt
instruments:

Fresenius AG:

   -- senior unsecured debt rating BB;
   -- Issuer Default rating BB/Stable Outlook; and
   -- Short-term rating B.

Fresenius Finance B.V.:

   -- senior unsecured debt rating for the guaranteed
      senior notes BB.

Fresenius Medical Care AG & CO. KGaA:

   -- senior unsecured debt rating BB;
   -- IDR BB/Stable Outlook; and
   -- Short-term rating B.

Fresenius Medical Care Capital Trusts:

   -- senior subordinated rating for the guaranteed trust
      preferred securities B+.

The ratings reflect Fresenius' excellent market positioning in
the non-cyclical, steady growth dialysis market, its vertical
integration, and relatively predictable cash flow generation.
The ratings are also supported by the company's good
geographical diversification and management's commitment to
reduce leverage significantly by 2008.  

Conversely, the ratings are constrained by Fresenius' over-
reliance on just one disease area, its exposure to private
insurers' and governments' reimbursement policies, high leverage
and integration risk following the recent acquisition of Renal
Care Group.

As the largest globally operating dialysis service and product
provider Fresenius Medical Care benefits from a broad network of
dialysis clinics, which enables physicians to refer their
patients to conveniently located clinics, as patients generally
seek treatment dialysis center near their homes and their
nephrologist practices.

Cost advantages compared to peers, such as DaVita, are derived
from the company's vertical integration as the company also
develops and manufactures hemodialysis and peritoneal dialysis
machines together with dialysers and filters to clean a
patient's blood.

Fresenius is over-reliant on dialysis as 71% of group EBITDA is
derived from this segment.  This is somewhat mitigated by its
geographical diversification, thereby reducing the company's
reliance on single health care systems.  Such a concentrated
exposure to one treatment area exposes the group to potential
substitution and technology changes.

Fresenius' EBITDA margin has remained fairly stable at above 16%
since 2002, with Fresenius Medical Care's EBITDA margins between
17%-18% since 2002 and Pro Serve's margins between 6%-7% during
this period.  Its Kabi business, however, has consistently
improved its EBITDA margin from 10.7% in 2001 to 18.9% in 2005.

After completion of the recent Renal Care and Helios
acquisition, pro forma lease-adjusted net debt/EBITDAR is 4.7x
at the consolidated group level.  The group is, however,
committed to reduce net debt/ EBITDA to below 3x by 2008.  At
YE05, operating EBITDAR/net interest plus rents stood at 3.1x,
although this would weaken to 2.5x pro-forma.

Fresenius AG generated in FY05 only 37% of the group's cash flow
from its operations, which means that the group's debt service
depends to some degree on Fresenius Medical Care's dividends and
payments for services and leases to Fresenius.  While Fresenius'
Kabi business is expected to remain highly cash generative,
ProServe's cash flows are likely to remain weak due to capital
expenditure requirements and planned acquisitions.


GOLF KOMPAKT: Claims Filing Period Ends June 15
-----------------------------------------------
Creditors of Golf Kompakt GmbH have until June 15 to register
their claims with court-appointed provisional administrator
Ulrike Hoge-Peters.

Creditors and other interested parties are encouraged to attend
the meeting at 2:25 p.m. on July 13, at which time the
administrator will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Konigstein/Ts.
         Area 106a
         Burgweg 9
         61462 Konigstein/Ts., Germany

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

The District Court of Konigstein/Ts. opened bankruptcy
proceedings against Golf Kompakt GmbH on May 11.  Consequently,
all pending proceedings against the company have been
automatically stayed.

The Debtor can be contacted at:

         Golf Kompakt GmbH
         Buhles 5
         61479 Glashuetten, Germany

         Attn: Gabriele Maria Tager, Manager        
         Kastanienhain 7
         61479 Glashuetten, Germany

The administrator can be contacted at:

         Ulrike Hoge-Peters
         Cronstettenstrasse 30
         60322 Frankfurt/Main, Germany
         Tel: 069/9591100
         Fax: 069/95911012


MASSIVHAUSBAU HERMANN: Claims Filing Period Ends June 26
--------------------------------------------------------
Creditors of Massivhausbau Hermann Reinhard GmbH have until
June 26 to register their claims with court-appointed
provisional administrator Christoph Junker.

Creditors and other interested parties are encouraged to attend
the meeting at 9:00 a.m. on Aug. 10, at which time the
administrator will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Dresden
         Hall D131
         Olbrichtplatz 1
         01099 Dresden, Germany

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

The District Court of Dresden opened bankruptcy proceedings
against Massivhausbau Hermann Reinhard GmbH on May 16.  
Consequently, all pending proceedings against the company have
been automatically stayed.

The Debtor can be contacted at:

         Massivhausbau Hermann Reinhard GmbH
         Dresdner Str. 7
         01737 Tharandt, Germany

The administrator can be contacted at:

         Dr. Christoph Junker
         Karcherallee 25a
         01277 Dresden, Germany
         Web: http://www.junker-kollegen.de/


PROSIEBENSAT.1 MEDIA: Moody's Changes Rating Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service changed to stable from positive the
outlook on the Ba1 senior unsecured and corporate family ratings
of ProsiebenSat.1 Media AG.  

This rating action followed the recent announcements by
ProSiebenSat.1 that it is to raise its dividend pay-out ratio to
82 per cent, from the earlier flagged 43%, of 2005 net income;
and by German Media Partners LP, ProSiebenSat.1's controlling
shareholder, that it has launched syndication of a EUR1.25
billion senior secured facility, the proceeds from which will be
distributed to the partners of GMP.

The stabilization of the outlook reflects Moody's view that an
upgrade from Ba1 is now less likely in the short to medium-term
given the reduced financial flexibility implied by the higher
dividend payout and GMP's reliance on distributions from
ProSiebenSat.1 to service the interest payments on its debt. In
Moody's view a stable outlook is also now more appropriate
following the partial monetization of GMP's returns and the
reduced near term likelihood of an exit from its shareholding in
ProSiebenSat.1 through an initial public offering, a route
highlighted earlier as a potential way to a ratings upgrade.
Moody's added that the Ba1 rating balances ProSiebenSat.1's good
stand alone credit profile against the risk that servicing debt
at GMP could in future absorb a higher proportion of
ProSiebenSat.1's financial flexibility, even if the facility has
been structured to be ring-fenced from ProSiebenSat.1.  Reduced
uncertainty and near-term risk of more significant leveraging is
also factored into the Ba1 rating Moody's added.

From a fundamental perspective, and on a stand-alone basis,
Moody's said that ProSiebenSat.1's improved operational and
financial performance would likely continue to support a higher
rating than Ba1, even after taking account of the proposed
higher dividend distribution, which would result in a 2005 pay-
out of some EUR182 million, up from EUR63 million in 2004.  On
the basis of current expectations, and after taking account of
the proposed higher dividend distribution, ProSiebenSat.1's
retained cash flow generation should remain solid at around 20%
of net adjusted debt in 2006, albeit substantially lower than
the 35%-40% generated in 2005. On a gross debt basis, retained
cash flow coverage would be in the region of 11%-12%, reflecting
the current high level of cash on balance sheet.

Moody's noted that the terms of GMP's facility involve no
contractual relationship with ProSiebenSat.1 itself, and that it
is secured on GMP's holdings in ProSiebenSat.1.  The facility's
bullet maturities imply that ProSiebenSat.1's economic exposure
to the loan should be limited to servicing its interest
payments.  Factored into the rating is the assumption that the
loan will either be repaid or refinanced by GMP at maturity
without recourse to ProSiebenSat.1.  On the basis of current
expectations, GMP's 50.5% share of ProSiebenSat.1's dividend
distributions should be sufficient to cover GMP's interest
payment obligations.  However, in Moody's view even at current
levels these increased dividend distributions significantly
reduce ProSiebenSat.1's financial flexibility, including its
capacity to invest.  There remains in addition the risk that
these dividend payments could in the following years begin to
represent a larger proportion of ProSieben's free cash flow in
the event there is some weakening of operational performance
over the cycle, or following a significant investment, although
none is currently foreseen.

The stable outlook assumes that following:

   -- the effective partial monetization of its investment by
      GMP;

   -- the reduced near-term likelihood of a potentially
      leveraging exit transaction;

   -- the continued good operating performance by ProSiebenSat.1

   -- a pay-out ratio of around 80% of net income; and

   -- the maintenance of its existing capital structure.

ProSiebenSat.1 Media AG is based in Munich, Germany.  The
company's main activity is the broadcasting and production of
television programs through four German language television
channels as well as a range of ancillary activities.


SEN KUAFOR: Claims Registration Ends June 23
--------------------------------------------
Creditors of Sen Kuafor GmbH have until June 23 to register
their claims with court-appointed provisional administrator
Stefan Roth.

Creditors and other interested parties are encouraged to attend
the meeting at 9:00 a.m. on July 31, at which time the
administrator will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Mannheim
         Area 232, 2nd Floor
         West Wing
         68149 Mannheim, Germany         

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

The District Court of Mannheim opened bankruptcy proceedings
against Sen Kuafor GmbH on May 15.  Consequently, all pending
proceedings against the company have been automatically stayed.

The Debtor can be contacted at:

         Sen Kuafor GmbH
         Attn: Erdogan Calis, Manager        
         G 4, 13
         68159 Mannheim, Germany

The administrator can be contacted at:

         Stefan Roth
         Bachstr. 5-7
         68165 Mannheim, Germany
         Tel: 0621/4400441


=============
I R E L A N D
=============


ELAN CORP: Hikes Tysabri Price After Drug Reintroduction
--------------------------------------------------------
Elan Corp. plc and Biogen Idec Inc. have priced its recently re-
introduced multiple-sclerosis drug Tysabri at about a 20%
premium over the price of the drug when it was approved in 2004,
Sylvia Pagan Westphal writes for The Wall Street Journal.

The wholesale acquisition cost is US$2,184.62 per vial or
approximately US$28,000 annually, compared with a price of about
US$22,000 a year when the drug was launched in 2004, the WSJ
reports.

Tysabri will be available in July upon the completion of key
activities related to Elan's risk management plan, including:

   -- finalization of educational and training materials,

   -- internal validation of systems based on final FDA
      requirements; and

   -- training of internal personnel.

Elan and Biogen Idec reiterated their committed to making
TYSABRI accessible to appropriate patients who may benefit from
therapy.  To achieve this goal, programs have been developed to
assist patients who are uninsured or who require financial
assistance.  Patients who require financial assistance can
receive more information by calling MS ActiveSource at
1-800-456-2255.

                      About the Company

Headquartered in Ireland, Elan Corporation plc (NYSE: ELN) --
http://www.elan.com/-- is a neuroscience-based biotechnology   
company.  Elan shares trade on the New York, London and Dublin
Stock Exchanges.

                        *     *     *

Moody's Investors Service rates Elan's long-term corporate
family rating at Ba3.  The company's long-term foreign issuer
credit rating and long-term local issuer credit rating carry
Standard & Poor's single-B rating.

As reported by TCR-Europe on May 2, 2005, the company's net loss
for the first quarter of 2005 amounted to US$115.6 million, an
increase of 86% over the US$62.2 million reported in the same
quarter of 2004.  Of the US$74.7 million net operating loss for
the first quarter of 2005, US$58.6 million related to
Tysabri(TM).  Total revenue decreased 31% to US$102.7 million in
the first quarter of 2005 from US$148.3 million in the first
quarter of 2004.


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


BANCA NAZIONALE: BNP Paribas Offers to Buy Remaining BNL Shares
---------------------------------------------------------------
As announced at the launch of its public tender offer on Banca
Nazionale del Lavoro S.p.A., BNP Paribas filed at the Consob its
residual public tender offer project for the ordinary shares of
BNL it does not already own.  BNP Paribas currently owns 97.54%
of BNL's shares.

BNP Paribas' project proposes to fix an amount of EUR2.9275 per
ordinary share for those shares tendered under the residual
offer.

This obligatory offer will begin by the end of June 2006.  At
the end of this offer, and whatever its result, BNL shares will
be delisted from the exchange.

                        About BNP Paribas

Headquartered in Milan, Italy, BNP Paribas --
http://www.bnpparibas.com/en/home-- is one of the largest   
foreign banks in Italy, with a leading and longstanding presence
in retail financial services, a well-established position in
asset management and services, and the status of a top tier
player in corporate and investment banking.  It employs more
than 3,700 people and generates revenues in excess of EUR750
million.

                         About BNL

Banca Nazionale del Lavoro -- http://www.bnl.it/default.asp--   
is the sixth largest Italian bank in terms of deposits and
loans.  Its network offers nationwide coverage via approximately
800 branches covering all major urban areas.  It serves around 3
million retail customers, 39,000 corporate clients, and 16,000
public entities.

                        *     *     *

As reported in TCR-Europe on May 22, Fitch Ratings upgraded
Fitch ratings upgraded Italy-based Banca Nazionale del Lavoro's
rating to Issuer Default AA- from A+.  At the same time, the
agency affirmed the bank's Short-term, Individual and Support
ratings at F1, C and 1 respectively.  Following the upgrade, the
outlook is now stable.


===================
K A Z A K H S T A N
===================


ALTYN ARKA: Almaty Court Opens Bankruptcy Proceedings
-----------------------------------------------------
The Specialized Inter-Regional Economic Court of Almaty
commenced bankruptcy proceedings against CJSC Altyn Arka (RNN
600400071439) on April 11.


GAZIZ SU: Kyzylorda Court Opens Bankruptcy Proceedings
-------------------------------------------------------
The Specialized Inter-Regional Economic Court of Kyzylorda
Region commenced bankruptcy proceedings against LLP Gaziz Su on
April 17.

Creditors must submit written proofs of claim to:

         The Specialized Inter-Regional
         Economic Court of Kyzylorda Region
         Aiteke bi Str. 29
         Kyzylorda
         Kyzylorda Region
         Kazakhstan
   

JASULAN M.D.: Kyzylorda Court Begins Bankruptcy Proceedings
-----------------------------------------------------------
The Specialized Inter-Regional Economic Court of Kyzylorda
Region commenced bankruptcy proceedings against LLP Jasulan M.D.
on April 21.

Creditors must submit written proofs of claim to:

         The Specialized Inter-Regional
         Economic Court of Kyzylorda Region
         Aiteke bi Str. 29
         Kyzylorda
         Kyzylorda Region
         Kazakhstan


KAMKOR: East Kazakhstan Court Begins Bankruptcy Proceedings
-----------------------------------------------------------
The Specialized Inter-Regional Economic Court of East Kazakhstan
Region commenced bankruptcy proceedings against CJSC Auto
Service & Trade Kamkor on April 18.


KAZTORGSOUZ: East Kazakhstan Court Starts Bankruptcy Process
------------------------------------------------------------
The Specialized Inter-Regional Economic Court of East Kazakhstan
Region commenced bankruptcy proceedings against CJSC Kaztorgsouz
on April 14.


NEW FAST: Creditors Must File Claims by June 23
-----------------------------------------------
LLP New Fast Food has declared insolvency.  Creditors have until
June 23 to submit written proofs of claim to:

         LLP New Fast Food
         Room 95
         Bogenbai batyr Str. 300
         Almalinsky District
         050009 Almaty, Kazakhstan
         Tel: 8 (3272) 50-64-53
              8 (3272) 50-15-26


TUTAS: Almaty Court Commences Bankruptcy Proceedings
----------------------------------------------------
The Specialized Inter-Regional Economic Court of Almaty
commenced bankruptcy proceedings against JSC Scientific-
Production Joint Stock Company Tutas (RNN 600400012444) on
March 6.


UNITED LEATHER: Proof of Claim Deadline Slated for June 23
----------------------------------------------------------
LLP United Leather Company has declared insolvency.  Creditors
have until June 23 to submit written proofs of claim to:

         LLP United Leather Company
         Office 313
         Bogenbai batyr Str. 80
         Almaty, Kazakhstan


VITAL: Kyzylorda Court Begins Bankruptcy Process
------------------------------------------------
The Specialized Inter-Regional Economic Court of Kyzylorda
Region commenced bankruptcy proceedings against LLP Vital on
April 21.

Creditors must submit written proofs of claim to:

         The Specialized Inter-Regional
         Economic Court of Kyzylorda Region
         Aiteke bi Str. 29
         Kyzylorda
         Kyzylorda Region
         Kazakhstan


===========
L A T V I A
===========


MAZEIKIU NAFTA: Competition Council Ends Probe on Latvian Unit
--------------------------------------------------------------
The Competition Council of the Republic of Latvia notified
Mazeikiu Nafta that it has closed the investigation of certain
business practices of Mazeikiu's Latvian subsidiary on May 24.  
The Council found no violation of Latvia's Competition Law.

The investigation lasted for seven months and involved an open
and constructive dialogue between the local competition
authority and Mazeikiu Nafta regarding the company's business
practices.

Notably the finding of Competition Council of the Republic of
Latvia recognizes that there exist separate segmented markets
for 95 grade gasoline, namely:

   -- DDU sales from the refinery by means of railroad transport
      to client's terminals with duty unpaid;

   -- FOT (free on truck) sales from terminals available to any
      client; and

   -- retail sales.

In a separate competition issue, the Lithuania Supreme
Administrative Court suspended the Dec. 22, 2005 decision of the
Competition Council of the Republic of Lithuania wherein
Mazeikiu Nafta was alleged to have been dominant in certain
markets and to have abused that position.  The suspension
remains in effect pending a final hearing of Mazeikiu Nafta
appeal.

Headquartered in Mazeikiai District, Lithuania, Mazeikiu Nafta
-- http://nafta.it/en-- is an integrated downstream oil company   
that comprises in one complex pipeline operations, oil refining,
marine terminal operations, and logistics of crude oil and
refined products.

                        *     *     *

As reported in TCR-Europe on May 30, Fitch Ratings placed
Lithuania's refining company Mazeikiu Nafta AB's Issuer Default
Rating of B+ on Rating Watch Positive.


=================
L I T H U A N I A
=================


MAZEIKIU NAFTA: Competition Council Ends Probe on Latvian Unit
--------------------------------------------------------------
The Competition Council of the Republic of Latvia notified
Mazeikiu Nafta that it has closed the investigation of certain
business practices of Mazeikiu's Latvian subsidiary on May 24.  
The Council found no violation of Latvia's Competition Law.

The investigation lasted for seven months and involved an open
and constructive dialogue between the local competition
authority and Mazeikiu Nafta regarding the company's business
practices.

Notably the finding of Competition Council of the Republic of
Latvia recognizes that there exist separate segmented markets
for 95 grade gasoline, namely:

   -- DDU sales from the refinery by means of railroad transport
      to client's terminals with duty unpaid;

   -- FOT (free on truck) sales from terminals available to any
      client; and

   -- retail sales.

In a separate competition issue, the Lithuania Supreme
Administrative Court suspended the Dec. 22, 2005 decision of the
Competition Council of the Republic of Lithuania wherein
Mazeikiu Nafta was alleged to have been dominant in certain
markets and to have abused that position.  The suspension
remains in effect pending a final hearing of Mazeikiu Nafta
appeal.

Headquartered in Mazeikiai District, Lithuania, Mazeikiu Nafta
-- http://nafta.it/en-- is an integrated downstream oil company   
that comprises in one complex pipeline operations, oil refining,
marine terminal operations, and logistics of crude oil and
refined products.

                        *     *     *

As reported in TCR-Europe on May 30, Fitch Ratings placed
Lithuania's refining company Mazeikiu Nafta AB's Issuer Default
Rating of B+ on Rating Watch Positive.


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


ARES FINANCE: S&P Assigns BB Rating to Class E Notes
----------------------------------------------------
Standard & Poor's Ratings Services raised its credit rating on
the class B notes issued by Ares Finance 2 S.A.  At the same
time, the rating on the class C notes was placed on CreditWatch
with positive implications.  The ratings on the class D and E
notes were affirmed.
  
The notes issued are ultimately backed by a pool of secured and
unsecured nonperforming loans originated in Italy by Banca
Nazionale del Lavoro SpA.  The servicer in the transaction is
Societa Gestione Crediti SpA, and the portfolio advisor is
Archon Group Italia S.r.l.
  
"The raising of the rating on the class B notes reflects the
high level of cash collateralization achieved on those notes.
This resulted from the de-leveraging of the transaction and cash
already collected in the first half of the current semiannual
collection period," said Giorgio Frascella, a credit analyst in
the Structured Finance group.
  
The CreditWatch placement of the class C notes is expected to be
resolved within three months. The CreditWatch placement follows
an initial review of the most recent transaction information
received by Standard & Poor's.  This analysis showed that the
likelihood of a positive rating action has increased on the
basis of the cash awaiting distribution from the courts and the
ongoing resolution of the underlying portfolio.
  
Data released in the latest quarterly advisory report shows an
available funds balance of EUR9.9 million for distribution to
noteholders.  Approximately EUR3.4 million will be used in the
next payment date to pay interest, with the remainder to be
applied to redeem the notes sequentially.  The current
outstanding balance of the class B notes is EUR10.8 million.
  
Cumulative net collections for the transaction remain below the
servicer's and Standard & Poor's base-case, at EUR522.3 million.
Although slowing the resolution process, the high recourse (73%
of closed gross bank value) to judicial resolutions has been
moderately profitable, currently at around 101.2% of the
servicer's revised base-case rate.
  
The higher-than-expected profitability and the favorable
interest rate environment have limited the impact of the higher
costs related to the slower-than-expected amortization of the
notes.
  
The underlying portfolio continues to advance through the legal
stages of the resolution process. However, as the underlying
portfolio is being resolved, the net collections are gradually
slowing down. Average net collections in the past 18 months have
been ?31.6 million.  This compares with an average of about
?53.5 million since the transaction closed.  
  
As of April 30, cash awaiting distribution from the courts was
approximately EUR53.4 million.  A further EUR16 million in cash
is expected from the accepted negotiated resolution. According
to the servicer's experience, distribution from the courts takes
on average around one year for foreclosures, and 18 months for
bankruptcy proceedings.    
  
Standard & Poor's will continue to closely monitor the
performance of the servicing activity in terms of speed and
profitability of resolutions and overall composition of the
residual portfolio.
  
                       Ratings List
                    Ares Finance 2 S.A.
           EUR684.90 Million Asset-Backed Notes
                
                                   Rating
                Class     To       ------       From
                -----     --                    ----
    Rating Raised  
                  B        AAA                     AA
  
    Rating Placed On CreditWatch With Positive Implications
                  C        A/Watch Pos             A
  
    Ratings Affirmed
                  D         BBB         
                  E         BB


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


FINCOR-AUDIT: Court Starts Bankruptcy Supervision
-------------------------------------------------
The Arbitration Court of Buryatiya Republic has commenced
bankruptcy supervision procedure on CJSC Fincor-Audit (Case No.
A10-1224/06).  

The Temporary Insolvency Manager is:

         N. Dubershtein
         Senchinkhina Str. 189
         Ulan-Ude
         670024, Buryatiya Republic, Russia
         Tel/Fax: (3012) 22-82-06

The Arbitration Court of Buryatiya Republic is located at:

         Kommunisticheskaya Str. 51
         Ulan-Ude
         670024, Buryatiya Republic, Russia


ISKRA: Court Names A. Vampilov as Insolvency Manager
----------------------------------------------------
The Arbitration Court of Ulyanovsk Region appointed Mr. A.
Vampilov as insolvency manager for OJSC Factory Iskra (Case No.
A72-9544/04-21/37-B).  He can be reached at:

         A. Vampilov
         Narimanova Pr. 75
         432030, Ulyanovsk Region, Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  


KRASNOARMEYSKIY: Court Names M. Musaelyan as Insolvency Manager
---------------------------------------------------------------
The Arbitration Court of Krasnodar Region appointed Mr. M.
Musaelyan as insolvency manager for OJSC Butter-Cheese Factory
Krasnoarmeyskiy (Case No. A32-11366/2005-46/156B).  He can be
reached at:

         M. Musaelyan
         Shevchenko Str. 2
         Anapa
         353440, Krasnodar Region, Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.

The Debtor can be reached at:

         OJSC Butter-Cheese Factory Krasnoarmeyskiy
         Moskovskaya Str. 171
         Poltavskaya St.
         353800, Krasnodar Region, Russia


MONCHEGORSKAYA FURNITURE: Names A. Arendachuk to Manage Assets
--------------------------------------------------------------
The Arbitration Court of Murmansk Region appointed Mr. A.
Arendachuk as insolvency manager for OJSC Monchegorskaya
Furniture (TIN/KPP 5107010787/510701001).  He can be reached at:

         A. Arendachuk
         Metallurgov Pr. 2A
         Monchegorsk
         184500, Murmansk Region, Russia
         Tel/Fax: (8-81536) 3-48-88

The Court commenced bankruptcy proceedings against the company
after finding it insolvent (Case No. A42-1894/2005).

The Debtor can be reached at:

         OJSC Monchegorskaya Furniture
         Monchegorsk,
         184511, Murmansk Region, Russia
         Novoprolozhennaya Str. 14


OAO ROSNEFT: Shareholders Approve 2005 Annual Report & Dividend
---------------------------------------------------------------
Shareholders of OAO Rosneft Oil Co. approved the company's
Annual Report and Accounts for 2005 on June 7, including its
income statement and profit distribution for last year.

Pre-tax profits were approved at RUR75.99 billion and net
profits at RUR56.68 billion.  Shareholders decided to declare
annual dividends on the Company's shares amounting to RUR11.33
billion.  This represents 20% of Rosneft's 2005 net profits and
is equivalent to RUR1.24673 per common share.

Dividends will be paid by Dec. 31, 2006.

                  New Board of Directors

The extraordinary meeting of shareholders also decided on the
premature termination of the powers of the Company's Board of
Directors, elected previously by the regular meeting of
shareholders, and elected a new Board, comprising of:

   * Kirill Androsov - Deputy Minister of Trade and Economic
     Development;

   * Sergei Bogdanchikov - President, Rosneft;

   * Oleg Gordeev - Vice-President, Russneft;

   * Yuri Medvedev - Deputy Head of the Federal Property
     Management Agency;

   * Sergey Naryshkin - Director of the RF Government
     Administration, Minister;

   * Gleb Nikitin - Head of Division, Federal Property
     Management Agency;

   * Sergey Oganesyan - Director, Federal Energy Agency;

   * Andrey Reus - Deputy Minister of Industry and Energy;

   * Igor Sechin - Deputy Head of the Presidential
     Administration - Advisor to the President of Russian
     Federation;

and three independent Board members, including:

   * Andrey Kostin - President, Chairman of the Management Board
     of Vneshtorgbank;

   * Alexander Nekipelov - Vice-President, Russian Academy of
     Sciences;

   * Hans-Jorg Rudloff - Chairman of the Management Board,
     Barclays Capital.

The Board has elected Mr. Sechin as chairman.

Three committees have been formed within the Board of Directors:

(a) Audit Committee:

    * Hans-Jorg Rudloff - Chairman of the Management Board,
      Barclays Capital;

    * Kirill Androsov - Deputy Minister of Trade and Economic
      Development;

    * Andrey Kostin - President, Chairman of the Management
      Board of Vneshtorgbank.

(b) HR and Remuneration Committee:

    * Andrey Kostin - President, Chairman of the Management
      Board of Vneshtorgbank;

    * Sergey Naryshkin - Chief of Staff for the Russian Cabinet
      of Ministers;

    * Hans-Jorg Rudloff - Chairman of the Management Board,    
      Barclays Capital.

(c) Strategic Planning Committee:

    * Alexander Nekipelov - Vice-President, Russian Academy of
      Sciences;

    * Andrey Reus - Deputy Minister of Industry and Energy;

    * Gleb Nikitin - Head of Division, Federal Property
      Management Agency.

The Board members also approved the increase of 400 mln of
Rosneft's common registered non-documentary shares to place by
closed subscription.

                           Auditor

The shareholders' meeting approved the three members of
Rosneft's audit commission and appointed ZAO Auditing Firm
"Tsentr Bukhgaltera i Auditora" as the auditor of the Company's
2006 annual accounts under Russian accounting standards.

Headquartered in Moscow, OAO Rosneft --  
http://www.rosneft.com/english-- produces and markets   
petroleum products.  The Company explores for, extracts, refines
and markets oil and natural gas.  Rosneft produces oil in
Western Siberia, Sakhalin, the North Caucasus and the Arctic
regions of Russia.

                        *     *     *

Standard & Poor's assigned B+ ratings to Rosneft's long-term and  
local foreign issuer credit, while Fitch assigned BB+ ratings to  
the Company's foreign currency and local currency long-term debt  
in 2005.


OAO ROSNEFT: Hikes Charter Capital with 7.4-Bln Equity Placement
----------------------------------------------------------------
Shareholders of OAO Rosneft Oil Co. decided to increase the
company's charter capital on June 7 by placing 7,438,514,449
additional common shares with a par value of RUR0.01 each,
through the conversion of common and preferred shares in various
Rosneft companies.

These companies include:

   -- Rosneft-Krasnodarneftegaz;
   -- Rosneft-Purneftegaz;
   -- Rosneft-Sakhalinmorneftegaz;
   -- Rosneft-Stavropolneftegaz;
   -- Yuganskneftegaz;
   -- Rosneft Komsomolsk Refinery;
   -- Rosneft Tuapse Refinery;
   -- Rosneft-Arkhangelsknefteprodukt;
   -- Rosneft-Nakhodkanefteprodukt; and
   -- Rosneft-Tuapsenefteprodukt.

Common shares were also converted in Severnaya Neft and
Selkupneftegaz.

The shareholders also decided to place 400 million additional
common shares with a par value of 0.01 rubles by closed
subscription to J.P. Morgan Europe Limited or Rosneftegaz.

The shareholders approved Rosneft's restated charter and
internal regulations, which comply fully with the requirements
of the Code of Corporate Behavior, and standards for the
issuance of securities on Russian and Western stock markets:

   * Regulations on the General Meeting of Shareholders;

   * Regulations on the Board of Directors;

   * Regulations on the Collegial Executive Body (Management
     Board);

   * Regulations on the Sole Executive Body (President);

   * Regulations on the Audit Commission.

The meeting also approved a number of interested-party
transactions.

Headquartered in Moscow, OAO Rosneft --  
http://www.rosneft.com/english-- produces and markets   
petroleum products.  The Company explores for, extracts, refines
and markets oil and natural gas.  Rosneft produces oil in
Western Siberia, Sakhalin, the North Caucasus and the Arctic
regions of Russia.

                        *     *     *

Standard & Poor's assigned B+ ratings to Rosneft's long-term and  
local foreign issuer credit, while Fitch assigned BB+ ratings to  
the Company's foreign currency and local currency long-term debt  
in 2005.


PROKOPYEVSKIY METAL: Court Starts Bankruptcy Supervision
--------------------------------------------------------
The Arbitration Court of Kemerovo Region has commenced
bankruptcy supervision procedure on LLC Prokopyevskiy Factory of
Metal Constructions (Case No. A27-3847/2006-4).

The Temporary Insolvency Manager is:

         A. Shestakov
         Apartment 5
         Lesnoy Per. 4
         634041, Tomsk Region, Russia

The Debtor can be reached at:

         LLC Prokopyevskiy Factory of Metal Constructions
         Azovskaya Str. 11
         Prokopyevsk
         653046, Kemerovo Region, Russia


SEVERSTAL: Arcelor Recommends Severstal Bid Over Mittal's
---------------------------------------------------------
The Board of Directors for Arcelor S.A. rejected Mittal Steel's
EUR21.5 billion revised offer and recommended that shareholders
support the proposed merger with OAO Severstal.

Following a detailed review and analysis of:

   -- the revised terms of Mittal Steel's unsolicited offer of
      May 19, 2006 for all of the shares and convertible bonds
      of Arcelor;

   -- the Mittal Steel standalone business plan recently
      delivered to Arcelor;

   -- the letter sent to Arcelor by a minority of shareholders
      representing or claiming to represent some 30% of Arcelor
      capital;

   -- the consequences of various timing scenarios for the
      proposed self tender offer,

and having consulted Morgan Stanley on the financial aspects of
Mittal Steel's revised offer, the Board has unanimously
concluded that:

   -- Mittal Steel's current offer is inadequate as it continues
      to undervalue Arcelor; and

   -- the Severstal transaction is a more attractive alternative
      from a strategic, financial and social point of view.

Subsequently, the Board resolved to:

   -- reject Mittal Steel's current revised offer;

   -- recommend to Arcelor's shareholders and convertible bond
      holders not to tender into Mittal Steel's revised offer;

   -- recommend to Arcelor's shareholders to support the
      Severstal transaction at the general meeting scheduled for
      June 30, 2006;

   -- set the price per share of the self tender offer at
      EUR44;

   -- decide not to commence such self tender offer until after
      the day of the publication of Mittal Steel's offer
      results; and

   -- mandate that Arcelor's Group Management Board meets with
      Mittal Steel in order to review the improvements that
      Mittal Steel offered to make to its current offer.

                        Mittal's Offer

The Arcelor Board notes that the revisions to Mittal Steel's
offer announced on May 19, 2006, demonstrate that Mittal Steel's
initial offer undervalued Arcelor.  Notwithstanding the increase
in the consideration offered by Mittal Steel, the Arcelor Board
of Directors believes that this offer is still inadequate as it
continues to undervalue Arcelor because:

   -- Mittal Steel's 34% increase was required to realign the
      consideration initially offered by Mittal Steel as a
      result of its underperforming share price relative both to
      Arcelor's share price (by 20% from Jan. 30 2006 to May 17,
      2006) and the steel sector average;

   -- Mittal Steel's offer does not take into proper account
      Arcelor's operating and financial results for 2005 --
      which exceeded market expectations -- and for the first
      quarter of 2006, nor Arcelor's strategic plan;

   -- the multiple implied by Mittal Steel's valuation of
      Arcelor does not show a control premium when compared with
      trading multiples of comparable companies; and

   -- the multiple implied by Mittal Steel's valuation of
      Arcelor remains significantly lower than multiples used in
      recent transactions in the steel sector.

The Arcelor Board of Directors, which consulted Morgan Stanley
in connection with its financial aspects, reiterates that Mittal
Steel's revised offer is inadequate and recommends that Arcelor
shareholders and convertible bond holders do not tender into
Mittal Steel's offer.

                     Diverging Business Plans

The meeting, which took place recently between representatives
of Arcelor and Mittal Steel, regarding Mittal Steel's business
plan confirmed that Mittal Steel's strategy is mainly volume
driven while Arcelor's is margin driven.  As a result of these
diverging business models, the synergies generated by the
proposed combination of Mittal Steel and Arcelor are on the low
side compared to those generated by recent large steel sector
mergers and compared to those generated by the proposed merger
of Arcelor and Severstal.

                      Severstal Transaction

The Severstal transaction will create the world's steel champion
and the most profitable steel company.  The Severstal
transaction represents a key step in the implementation of
Arcelor's value plan and growth strategy and it is consistent
with its strategic vision, business model and corporate values.
The Severstal transaction will create the world's steel champion
as Arcelor and Severstal are complementary both from a
geographical standpoint and an industrial standpoint.  The
combined company will offer an exceptional, balanced geographic
presence with leadership both in developed markets (Europe,
North America) and emerging markets (Brazil and Russia).

From an industrial standpoint, the combination of high value-
added products and low-cost integrated upstream operations will
result in a combined company with one of the highest profit
margins in the industry, generating a 2005 pro forma EBITDA per
ton of EUR130.  The combined entity will consolidate Arcelor's
technology leadership and experience and will be the undisputed
world leader in all product segments (flat carbon steel, long
carbon steel and distribution).  The combination will strengthen
Arcelor's leadership in the automotive steel segment (with a
worldwide market share over 20% - more than double that of its
nearest competitor).

Furthermore, the combined company will have outstanding
resilience through the steel cycle.

The Severstal transaction creates compelling value for
shareholders.  The combined company will rank amongst the
world's most competitive steelmaking producers in both developed
and emerging markets, and will be the only one with leading
positions in Brazil and Russia.  The merger will generate
significant synergies and further growth opportunities with a
new normalized EBITDA target for 2008 of EUR10bn under Arcelor
conservative hypothesis.

The Severstal transaction enables Arcelor to continue its best
practice corporate governance model.  The agreement with Alexey
Mordashov includes features designed to maintain Arcelor's
corporate governance model.  Several of these, such as the
independence of a majority of the board, the independence of
board committees and the mandatory offer threshold will be added
to the by-laws.

The Arcelor board wishes to reiterate that neither the Severstal
transaction, nor the way it is structured violate any law or any
provision of the corporate charter.  

By approving the Severstal transaction, the Board is certain
that it acted not only lawfully, but also in the best interest
of Arcelor, its stakeholders and its shareholders.  In fact, the
Board is convinced that in the absence of the Severstal
proposal, Mittal Steel would not have improved its offer.

Moreover, the Severstal deal has been structured such that, if
Mittal Steel acquires more than 50% of Arcelor's fully-diluted
share capital, the Severstal transaction will be unwound.  
Additionally, if Mittal Steel achieves ownership levels below
50%, the Severstal transaction could be unwound by Alexey
Mordashov himself.

The Arcelor Board of Directors has retained its full ability to
continue carrying out its fiduciary duties in an unrestricted
manner, in particular by being free to recommend a superior
proposal.

                      Voting Considerations

In light of the exceptional importance of the current events for
the future of the Company, the Board decided to give the
opportunity to those of the shareholders who would be opposed to
the Severstal transaction to express their negative opinion by a
simple majority vote of the currently outstanding shares of
Arcelor and has called a shareholders meeting for June 30 to
that effect.

Shareholders have therefore two opportunities to express their
views.  They can vote against the Severstal transaction at the
general meeting on June 30 and they can also express their
preference for the Mittal Steel project by tendering into the
Mittal Steel offer.

Given the importance of the Severstal/Arcelor transaction for
the future of Arcelor, the 50% level for a rejection of this
transaction is designed to encourage shareholder participation.  
A communication campaign will be undertaken by Arcelor to ensure
that all shareholders are fully informed with respect to
Severstal and the proposed transaction and that they participate
in such meeting to express their preference.  Putting the
Severstal transaction to a vote with a 2/3 majority of those
present or represented, as sometimes suggested recently, would
mean that a small fraction of Arcelor's shareholders,
representing at best 1/3 of Arcelor's capital, be given the
right to eliminate this alternative.

The Arcelor Board of Directors therefore recommends that
shareholders massively participate at the June 30 shareholders
meeting and vote in favor of the Severstal transaction.

Arcelor's Board of Directors believes that the proposal by a
minority of Arcelor shareholders is aimed at precluding the
Severstal alternative in favor of Mittal Steel

Arcelor has received a letter requesting a shareholders meeting
signed by entities claiming that they own approximately 30% of
Arcelor's capital.  In such Letter, it is demanded that a
general meeting be called in order to vote on a resolution (to
be passed by a simple majority) requesting that an extraordinary
shareholders meeting (EGM) be called later to approve the
Severstal transaction (to be passed by a two-thirds majority).

The Board believes that this complex double shareholders meeting
structure with different quorums and majority rules will deprive
Arcelor shareholders of the Severstal alternative.

The Arcelor Board is very concerned that the scenario proposed
has not been understood, due to its unnecessary complexity, and
wants to make sure that investors are aware that:

   -- regulatory delays and the likelihood of absence of a legal
      quorum on first call of such EGM would make it impossible
      to have it take place before mid-August at the soonest,
      long after the end of Mittal Steel's offer, thereby
      rendering such vote insignificant and useless;

   -- because of such timing, Mittal Steel would have the
      opportunity to vote any Arcelor shares acquired through
      the offer at such EGM against the proposed Severstal
      transaction;

   -- a small fraction of Arcelor's shareholders representing
      significantly less than 1/3 of the capital would be given
      the right to eliminate this alternative which the
      signatories of the Letter claim to praise.

Given the sensitivity of the matter in the present context as
well as the fact that the elements of the Letter previously
published in the press do not conform to the text of the Letter
received, the Board has requested that certain important
elements be verified in order to ensure that legal obligations
are fully complied with.

In any event, Arcelor's Board has included the proposed
resolution on the agenda of the June 30 shareholders meeting and
recommends that shareholders vote against such proposal.

                     Self Tender Offer

Following its prior decision to distribute a EUR6.5 billion
amount to Arcelor shareholders, the Arcelor Board of Directors
has decided that the price per share to be offered to Arcelor
shareholders in connection with the Offre Publique de Rachat
d'Actions to be submitted to Arcelor shareholders at the next
EGM, on June 21, 2006, will be EUR44 per share which corresponds
to the price per share paid by Alexey Mordashov with the cash
portion of its contribution to the capital of Arcelor.

Taking into account investors concern in case of an overlap in
terms of calendar between the Mittal Steel offer and this self-
tender offer, the Board of Directors decided that, if the
shareholders were to approve such self-tender offer, it will not
be commenced until after the day of the publication of the
Mittal Steel offer results.  Therefore, the self-tender offer
will have no influence on the ability of Mittal Steel to close
its offer.

Committed to maximizing shareholder value and protecting the
corporate interest, Arcelor Board of Directors requests Group
Management Board to meet with Mittal Steel in order to review
Mittal Steel's proposal to further improve its offer

The Arcelor Board of Directors rejects the current Mittal Steel
offer and reiterates its full support of the Severstal
transaction.  These determinations are premised on a commitment
to maximizing shareholder value and protecting the interest of
the group, its employees and its stakeholders.  

In line with this commitment, and having noted that Mittal Steel
recently indicated that it was prepared to further improve its
offer in the context of a recommended transaction, the Arcelor
Board has mandated the Group Management Board to meet with
Mittal Steel in order to explore such possible improvements and
to report to the Board of Directors.

                         About Arcelor

Headquartered in Avenue de la Liberte, Luxembourg, Arcelor S.A.
http://www.arcelor.com/-- is the number one steel company in   
the world with EUR32.6 billion in turnover in 2005.  The company
holds leadership positions in its main markets: automotive,
construction, household appliances and packaging as well as
general industry.  In 2006, Arcelor employs 110,000 associates
in over 60 countries.  The company places its commitment to
sustainable development at the heart of its strategy and
ambitions to be a benchmark for economic performance, labor
relations and social responsibility.

                        About Severstal

Headquartered in Cherepovets, Russia, OAO Severstal --
http://www.severstal.com/-- is the country's largest steel   
producer, with steel production of 17.1 million tons in 2005.  
The Company owns Severstal North America, the fifth largest
integrated steel maker in the U.S. with 2005 production of 2.7
million tons, and Lucchini, Italy's second largest steel group
with 2005 production of 3.5 million tons.  Severstal is one of
the world's lowest cost and most profitable steel producers,
with 2005 EBITDA per ton of approximately EUR150 per ton.

As at March 1, 2004, 82.75% of Severstal's share capital was
controlled directly or indirectly by Alexey Mordashov, Chairman
of Severstals Board of Directors.  Institutional investors held
around 6.5% of Severstals shares while management and employees
held the remaining 10.75%.

As of Dec. 31, 2005, Severstal had US$10.75 billion in total
assets, US$3.66 billion in total liabilities and US$7.09 billion
in total shareholders' equity.

                        *     *     *

As reported in the TCR-Europe on May 30, Standard & Poor's
Ratings Services placed its 'B+' long-term corporate credit
rating on Russia-based integrated steel maker OAO Severstal on
CreditWatch with positive implications, following the
announcement of an agreed merger with Luxembourg steelmaker
Arcelor S.A.

Moody's Investors Service also placed the corporate family
rating of B1 and the senior unsecured rating of B2 of Severstal
on review for possible upgrade following the intention of
Severstal's majority owner to merge Severstal and its mining
assets with Arcelor.

On Feb. 13, Moody's has changed the outlook of Severstal's
ratings from stable to positive, following the company's
announcement of the acquisition of a majority interest in mining
assets currently held by affiliated parties outside the
borrowing group.

Fitch Ratings also placed OAO Severstal's ratings of Issuer
Default BB-, Senior Unsecured BB-, Short-term B and National
Long-term A+ on Rating Watch Positive, following Severstal's
agreement to merge with Arcelor.


SORT-SEM-OVOSH: Bankruptcy Hearing Slated for July 27
-----------------------------------------------------
The Arbitration Court of Kemerovo Region will convene on July 27
at 1:30 p.m. to hear bankruptcy proceedings against OJSC Sort-
Sem-Ovosh (Case No. A27-4838/2006-4).

The Insolvency Manager is:

         O. Karamyshev
         Volgogradskaya Str. 34-41
         650056, Kemerovo Region, Russia


VOLOSHSKAYA TIMBER: Arkhangelsk Court Taps Insolvency Manager
-------------------------------------------------------------
The Arbitration Court of Arkhangelsk Region appointed Mr. V.
Karpov as insolvency manager for LLC Voloshskaya Timber Company
(Case No. A05-20739/05-27).  He can be reached at:

         Office 42
         Badigina Str. 19
         163045, Arkhangelsk Region, Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.

The Debtor can be reached at:

         LLC Voloshskaya Timber Company
         Zavodskaya Str. 1
         Voloshkha
         Konoshskiy Region
         Arkhangelsk Region, Russia


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


APW ENCLOSURE: Creditors' Meeting Slated for June 20
----------------------------------------------------
Creditors of APW Enclosure Systems (U.K.) Limited (Company
Number 00962534) will meet at 11:00 a.m., on June 20 at:

         Marston Suite
         Sheffield United Conferencing Facility
         Bramall Lane
         Sheffield S2 4SU
         United Kingdom

Creditors who want to be represented at the meeting may appoint
proxies.  Proxy forms must be submitted together with written
debt claims at 12:00 noon, on June 19, at:

         Andrew J. Pepper and Alastair P. Beveridge        
         Joint Administrative Receivers
         Kroll Limited
         10 Fleet Place
         London EC4M 7RB
         United Kingdom
         Tel: 44 (0) 207 029 5000
         Fax: 44 (0) 207 029 5001

Kroll Limited -- http://www.krollworldwide.com/-- offers risk-
consulting services worldwide.  The firm is an operating unit of
Marsh & McLennan Companies, Inc., the global professional
services firm.  Kroll's services include corporate advisory and
restructuring, financial accounting, valuation and litigation,
electronic evidence and data recovery, business intelligence and
investigations, background screening, and security services.


CABLE & WIRELESS: Terminates US SEC Registration
------------------------------------------------
Cable and Wireless PLC filed a Form 15 with the US Securities
and Exchange Commission, certifying that it has fewer than 300
US shareholders, and thereby terminating the US registration of
its Ordinary shares.

The SEC requires that the Company maintain the number of US
Holders below 300 for the next 18 months to avoid automatic re-
registration of its Ordinary shares.  In order to meet this
requirement, the Company may require US Holders below a certain
threshold shareholding to dispose of their shares during that
time.  

The threshold will be set from time to time, at the discretion
of the Board, to achieve the objective of keeping the number of
US shareholders below 300.

Headquartered in London, Cable & Wireless PLC --
http://www.cw.com/new/-- provides voice, data and IP (Internet   
Protocol) services to business and residential customers, as
well as services to other telecoms carriers, mobile operators
and providers of content, applications and Internet services.
Its principal operations are in the United Kingdom, continental
Europe, Asia, the Caribbean, Panama and the Middle East.

Fitch Ratings has affirmed Cable & Wireless' ratings at Long-
term 'BB+' with Stable Outlook and Short-term 'B'.

                        *     *     *

As reported in the Troubled Company Reporter-Europe on March 3,
Standard & Poor's Ratings Services said that the ratings and
outlook on U.K.-based telecommunications operator Cable &
Wireless PLC (C&W; BB-/Negative/B) were unchanged following the
group's presentation of plans for further restructuring and
refocusing of its U.K. business.

C&W is replicating the broadly successful business model of
Energis, the U.K. telecoms services company that it acquired in
November 2005.  It has announced a withdrawal from the low-
margin U.K. small-to-midsized business market and a focus on
large U.K. corporate customers.  Given this streamlining of the
customer and product base, employee numbers could reduce by up
to 3,000, resulting in additional headcount reduction and lease
exit costs.  The group is to continue investing in Bulldog, its
early stage, and largely residential, local-loop-access
operation.


CABLE & WIRELESS: Revises Strategy on Local Loop Capability
-----------------------------------------------------------
Cable and Wireless PLC will adopt a revised strategy in relation
to the consumer and small business element of its local loop
capability.

Starting on July 1, C&W's subsidiary Bulldog will offer a
wholesale product to major broadband service providers.  
Discussions with a number of potential customers for this
wholesale service are ongoing

Bulldog will cease any further proactive sales, marketing or
advertising activities to acquire new residential and small
business customers.

The company will continue as a retail brand for existing
customers with ongoing customer care and launch of new
innovative services.
   
As a result of the move to wholesaling, Bulldog will reduce
headcount by approximately 150, mainly from the areas of sales
and marketing.

The local loop rollout plan is unchanged with a target of 800
fully unbundled exchanges by Sept. 30, 2006.  It is intended
that, by the end of this calendar year, Cable & Wireless will
use this local loop capability for corporate customer access, in
addition to the wholesale offer provided.
   
Cable & Wireless expects limited benefits from the move to
wholesale during 2006/07 as Bulldog completes the local loop
rollout and invests in wholesaling capability.  Specific
guidance will be provided at the interim results on Nov. 8.  

U.K. Group's Managing Director John Pluthero disclosed, "As the
market leader in full local loop unbundling, we have been
looking at the best way to maximize the return on our
investment.  We believe that a wholesaling approach to the
consumer and SME market is the best way to optimize our return
from our unique local loop network capability.

Headquartered in London, Cable & Wireless PLC --
http://www.cw.com/new/-- provides voice, data and IP (Internet  
Protocol) services to business and residential customers, as
well as services to other telecoms carriers, mobile operators
and providers of content, applications and Internet services.
Its principal operations are in the United Kingdom, continental
Europe, Asia, the Caribbean, Panama and the Middle East.

Fitch Ratings has affirmed Cable & Wireless' ratings at Long-
term 'BB+' with Stable Outlook and Short-term 'B'.

                        *     *     *

As reported in the Troubled Company Reporter-Europe on March 3,
Standard & Poor's Ratings Services said that the ratings and
outlook on U.K.-based telecommunications operator Cable &
Wireless PLC (C&W; BB-/Negative/B) were unchanged following the
group's presentation of plans for further restructuring and
refocusing of its U.K. business.

C&W is replicating the broadly successful business model of
Energis, the U.K. telecoms services company that it acquired in
November 2005.  It has announced a withdrawal from the low-
margin U.K. small-to-midsized business market and a focus on
large U.K. corporate customers.  Given this streamlining of the
customer and product base, employee numbers could reduce by up
to 3,000, resulting in additional headcount reduction and lease
exit costs.  The group is to continue investing in Bulldog, its
early stage, and largely residential, local-loop-access
operation.


JETCREST LIMITED: Meeting of Creditors Set for June 19
------------------------------------------------------
Creditors of Jetcrest Limited (Company Number 03118809) will
meet at 10:00 a.m., on June 19 at:

         Vantis PLC
         66 Wigmore Street
         London W1U 2SB
         United Kingdom

Creditors who want to be represented at the meeting may appoint
proxies.  Proxy forms must be submitted together with written
debt claims at 12:00 noon, on June 16 at:

         Nick O'Reilly and Simon Glyn
         Joint Administrators
         Vantis PLC
         PO Box 2653
         66 Wigmore Street
         London W1A 3RT
         United Kingdom
         Tel: 020 7467 4000
         Fax: 020 7284 4995

Headquartered in West Sussex, Vantis Numerica (nka Vantis plc) -
- http://www.vantisplc.com/-- provides accounting, business and  
tax advisory services in the United Kingdom.


MISYS PLC: Explores Possibility of Offer
----------------------------------------
Misys PLC noted the recent movement of its share price.  The
Board of Misys confirmed that it received a request from certain
members of the senior management team to explore the possibility
of making an offer for Misys.

An Independent Committee of the Board was established to
consider this request.  No offer was received and one may or may
not be forthcoming.  No price was discussed.

Headquartered in the United Kingdom, Misys PLC --
http://www.misys.com/-- provides industry-specific software  
serving the international banking and healthcare industries and
the U.K. general insurance industry.

At Nov. 30, 2005, the company reported GBP155.6 million in total
stockholders' deficit.


PHOENIX 2002-1: Fitch Affirms US$86.6-Mln Class C Notes at BB-
--------------------------------------------------------------
Fitch Ratings affirmed Phoenix 2002-1 Ltd's Class A floating-
rate notes at AA+, removing them from Rating Watch Negative.  
The Class B and Class C notes were also affirmed.

   -- US$49,747,500 Class A affirmed at AA+; off RWN;
   -- US$58,162,500 Class B affirmed at AA; and
   -- US$86,625,000 Class C affirmed at BB-.

The rating action on the Class A notes reflects the recent
affirmation of the notes' collateral, AIG Sun America
Institutional Funding I's floating-rate notes due July 26, 2010,
and the removal of the RWN status.  The rating on the Class A
notes is capped at the rating of the notes' collateral.  Fitch
believes that there is still sufficient credit enhancement to
support the current ratings of all classes of notes and they
have therefore been affirmed.

The portfolio has had a stable performance since last review in
February 2006: the credit quality slightly improved as captured
from the Weighted Average Fitch Factor of 6.03 versus a WAFF of
6. 24 as of last review, both equivalent to a BBB- rating.  The
WAFF at close of the deal was 3.26.

Phoenix 2002-1 Ltd is a public funded synthetic CDO.  It
references a Master CDS agreement entered into at deal close
between Lehman Brothers Special Financing Inc. and Phoenix 1.  
To fund its obligations under the swap agreement, Phoenix 1, the
SPV, issued three Classes of notes with an aggregate principal
amount of US$194,535,000.  The notes are collateralized by
floating-rate notes issued by AIG Sun America Institutional
Funding I as collateral.

Substitutions of the reference entities are permitted under
certain conditions during the lift of the deal, subject to the
maintenance of its credit quality, and other stringent criteria.


PITCHMASTIC PMB: Lloyds TSB Appoints Ernst & Young Receivers
------------------------------------------------------------
Lloyds TSB Bank PLC appointed Robert Hunter Kelly and Charles
Graham John King of Ernst & Young joint administrative receivers
of Pitchmastic PmB Limited (Company Number 01673940) on May 23.

Ernst & Young -- http://www.ey.com/-- is global organization  
help companies in businesses across all industries-from emerging
growth companies to global powerhouses-deal with a broad range
of business issues.  It has 107,000 people in 140 countries
around the globe pursue the highest levels of integrity, quality
and professionalism to provide clients with a broad array of
services relating to audit and risk-related services, tax, and
transactions.

Headquartered in Sheffield, United Kingdom, Pitchmastic PmB
Limited is engaged in construction.


PROSPECT NUMBER: Creditors' Meeting Slated for June 14
------------------------------------------------------
Creditors of Prospect Number Seventeen Limited (Company Number
04476078) will meet at 11:00 a.m., on June 14 at:

         David Rubin & Partners
         26-28 Bedford Row
         London WC1R 4HE
         United Kingdom

Creditors who want to be represented at the meeting may appoint
proxies.  Proxy forms must be submitted together with written
debt claims at 12:00 noon, on June 13 at:

         Paul Appleton
         Administrator
         David Rubin & Partners
         26-28 Bedford Row
         London WC1R 4HE
         United Kingdom
         
David Rubin & Partners -- http://www.drpartners.com/--  
specializes in corporate and personal insolvency, recovery,
forensic accounting and litigation support.


REGAL ENGINEERS: Meeting of Creditors Set for June 15
-----------------------------------------------------
Creditors of Regal Engineers & Contractors Limited (Company
Number 03822989) will meet at 12:00 noon, on June 15 at:

         Holiday Inn
         Great North Road
         Newcastle upon Tyne NE13 6BP
         United Kingdom

Creditors who want to be represented at the meeting may appoint
proxies.  Proxy forms must be submitted together with written
debt claims at 12:00 noon, tomorrow, June 14 at:

         T. Papanicola
         Joint Administrator
         Bond Partners LLP
         The Grange
         100 High Street
         London N14 6TG
         United Kingdom
         Tel: 020 8444 2000
         Fax: 020 8444 3400


RETRO HOUSE: Creditors' Meeting Slated for June 16
--------------------------------------------------
Creditors of Retro House Limited (Company Number 04448972) will
meet at 11:00 a.m., on June 16 at:

         Thistle House Euston
         43 Cardington Street
         London NW1 2LP
         United Kingdom

Creditors who want to be represented at the meeting may appoint
proxies.  Proxy forms must be submitted together with written
debt claims at 12:00 noon, on June 15 at:

         Andrew Lawrence Hosking and Nicholas Stewart Wood
         Administrator
         Grant Thornton U.K. LLP
         Grant Thornton House
         Melton Street
         Euston Square
         London NW1 2EP
         United Kingdom
         Tel: 020 7383 5100
         Fax: 020 7383 4715
         
Headquartered in London, Grant Thornton UK LLP --
http://www.grant-thornton.co.uk/-- is the UK member of Grant  
Thornton International, one of the world's leading international
organizations of independently owned and managed accounting and
consulting firms.


SEA CONTAINERS: Further Delays 10-K Filing & Remains on Default
---------------------------------------------------------------
Sea Containers Ltd. is providing an update on its financial
condition pending completion of its annual report on SEC Form
10-K for the year ended Dec. 31, 2005, and its quarterly report
on SEC Form 10-Q for the three months ended March 31, 2006.

The Company had a consolidated operating loss for the year ended
Dec. 31, 2005, and the three months ended March 31, 2006,
continues to generate operating losses and currently has
negative cash flow.  As at May 31, 2006, the Company's total
consolidated cash was approximately US$183 million.  This
compares to US$347 million at Dec. 31, 2005 and US$106 million
at Sept. 30, 2005.

The increase in total consolidated cash from Oct. 1, 2005, to
Dec. 31, 2005, was US$241 million.  This increase included the
benefit of the net proceeds from the sale of shares in Orient-
Express Hotels Ltd. (NYSE:OEH) of US$301 million with operating
cash inflows including working capital movements contributing
US$43 million and fixed asset sale proceeds contributing another
US$32 million.  These receipts were partly offset by the payment
of senior secured debt of US$87 million and interest of US$24
million and net capital expenditure and other outflows of US$24
million.

The reduction in total consolidated cash from Dec. 31, 2005, to
May 31, 2006, was US$164 million.  Operating cash outflows
including working capital movement amounted to US$55 million
with scheduled repayment of senior secured debt of US$58 million
and interest of approximately US$35 million.  Net capital
expenditure necessary to maintain the operating capability of
the business caused much of the remaining US$16 million
reduction.

Of the US$183 million of total consolidated cash at May 31,
2006, only approximately US$52 million was readily available for
the Company's use as free cash.  The other US$131 million of
cash, was either restricted as security for Sea Containers'
obligations to third parties, or was held by subsidiaries and
cannot be remitted to the Company for various regulatory or
financial covenant reasons.

The Company is considering various options to increase its
available free cash.  The short-term liquidity of Sea Containers
is dependent on the successful completion of the Silja
transaction, a proposed refinancing of container assets, and/or
other potential non-operational sources of funds.  Sufficient
short-term liquidity is also dependent on there continuing to be
no acceleration of repayment of debt facilities in default and
for the present, at least, the retention of part of the OEH
share sale proceeds.

                         10-K Filing Delay

As announced on May 1, 2006, the Company remains unable to file
its 2005 Form 10-K annual report, including its audited 2005
consolidated financial statements, as it has not completed its
internal processes with respect to applicable certifications.  
The Company's external professional advisers are assisting the
Board in completing these processes as expeditiously as
practicable.  Because of the 10-K delay, the filing of the
Company's first quarter 2006 Form 10-Q has also been delayed.

                      Public Note Indentures

The Company's public note indentures contain a covenant
requiring it to maintain consolidated tangible net worth (as
defined in the indentures) of at least US$175 million.  As noted
above, the Company has not completed its internal processes to
finalize its financial statements for the year ended Dec. 31,
2005 or for the first quarter ended March 31, 2006.  Because the
consolidated tangible net worth calculation is based on the
financial statements, the Company will not be in a position to
confirm whether it has been in compliance with this covenant
until the financial statements are finalized.  The calculation
is subject to adjustment for events up to the date of 10-K and
10-Q filing, of which the most significant is continuing change
in the estimated net sale value of ferry assets held for
disposal at Dec. 31, 2005 including Silja.  These continuing
adjusting events could result in the consolidated tangible net
worth of the Company being at less than US$175 million as of
Dec. 31, 2005, but this matter cannot be confirmed until the
relevant financial statements are finalized.

The Company's public note indentures also contain a covenant
requiring that net proceeds from asset sales be applied to the
payment of debt or the investment in replacement assets within
six months of receipt of the net proceeds.  Thereafter, under
the covenant, any remaining net proceeds must be applied to an
offer to purchase outstanding public notes.  In addition, the
Company's indenture for the public notes maturing in 2012
contains a specific covenant for the application of the proceeds
of sale of the OEH shares.

Of the net proceeds received from the sale of OEH shares, the
Company has applied approximately US$200 million as required in
the indentures, and estimates that it will have approximately
US$100 million of excess proceeds at the time the indenture
covenant requires the Company to make an excess proceeds offer.  
The approximate US$52 million balance of the Company's "free
cash" at May 31, 2006, however, includes these US$100 million
excess proceeds.  Consequently the Company has decided to retain
the OEH share sale proceeds unless it determines that they or a
portion of them are not needed to fund operations during the
coming months.  A failure to make an excess proceeds offer would
constitute a default under the public note indentures.

Further to the Company's May 1, 2006 news release, Sea
Containers' management is finalizing its business plan,
including an assessment of the appropriate level of debt
capacity and appropriate range of values of the Company.  
Management continues to explore a range of appropriate strategic
and financial alternatives, which may include a restructuring of
the Company's obligations under the public notes.  To facilitate
discussions with its public note holders and implementation of
any of these alternatives, the Company has signed a
confidentiality agreement with a law firm and with a financial
advisor, each of whom will act in the interest of the public
note holders in discussions with the Company.

Sea Containers can give no assurance as to the results of any
restructuring including the impact upon creditors and equity
holders.  The Company is currently unable to confirm whether it
expects to pay the US$115 million principal amount of 103/4%
senior notes due on Oct. 15, 2006.  Payment may not be made
unless the Company expects that it will also be able to pay in
full when due its other public notes maturing in 2008, 2009 and
2012 and all other unsecured creditors including potential
significant pension liabilities.

                        Credit Default

The Company remains in default under many of its secured credit
facilities due to breaches of certain financial covenants and
other requirements contained in these facilities.  The Company's
secured and other credit facilities also generally include
cross-default provisions so that non-compliance with a covenant
in one secured credit facility constitutes a default under
substantially all other credit facilities.  The Company is
continuing discussions with its lenders regarding waivers,
amendments and forbearances to address pending and prospective
defaults.  No lender has taken any action to exercise remedies
in respect of any events of default and many lenders have signed
forebearance agreements effective through the end of June.

                      About the Company

Headquartered in London, England, Sea Containers (NYSE: SCRA and
SCRB) -- http://www.seacontainers.com/-- engages in passenger   
and freight transport and marine container leasing.  U.S.
shareholders primarily own the Bermuda-registered company and
its common shares have been listed on the New York Stock
Exchange (SCRA and SCRB) since 1974.

As reported in TCR-Europe on May 5, Moody's Investors Service
downgraded all debt ratings of Sea Containers Ltd -- corporate
family rating to Caa1.  The ratings remain under review for
possible downgrade, continuing the review that was initiated on
March 23.

On May 4, the Troubled Company Reporter-Latin America reported
that Standard & Poor's Ratings Services lowered its ratings on
Sea Containers Ltd. including lowering the corporate credit
rating to 'CCC-' from 'CCC+'.  All ratings remain on CreditWatch
with negative implications; ratings were initially placed on
CreditWatch on Aug. 25, 2005, and lowered on Feb. 16, 2006, and
again on March 24, 2006.

The rating action followed the company's announcement that it is
continuing to evaluate a range of strategic and financial
alternatives, including the "appropriate level of debt capacity,
with the intent to engage the public note holders and other
stakeholders."


SEA CONTAINERS: Agrees to Pay US$16.3 Million to GE SeaCo
----------------------------------------------------------
Sea Containers and GE Capital entered into a settlement
agreement on June 2 relating to their container leasing joint
venture, GE SeaCo, and the terms of the temporary provision by
Sea Containers to GE SeaCo of certain services previously
provided under the Services Agreement.

On April 28, the decision issued in the arbitration between Sea
Containers and GE Capital directed the parties to attempt to
reach agreement regarding both the amount due to GE SeaCo as a
result of certain breaches of the Services Agreement under which
Sea Containers provided services to GE SeaCo, and the amount to
be paid to GE Capital as reimbursement of its arbitration costs.

Sea Containers agreed to pay GE SeaCo a net aggregate amount of
approximately US$16.3 million, in addition to the amounts Sea
Containers had previously paid to GE SeaCo in 2005 to cure then
alleged breaches of the Services Agreement.  Following
discussion with GE Capital, this amount is about US$4 million
more than the estimated recovery.

Under the settlement agreement, Sea Containers will also pay GE
Capital approximately US$1.75 million representing its
arbitration costs.

Simultaneously with the execution of the settlement agreement,
Sea Containers paid a total of US$4 million to GE SeaCo and GE
Capital.  The balance (approximately US$14 million), together
with interest from June 2, will be paid in subsequent monthly
installments of US$2 million each.  If the sale of the Silja
ferry business is completed before Sea Containers has paid the
full amount due GE SeaCo, the remaining balance will be paid out
of the net proceeds received from the Silja sale.

Under the arbitration decision and the settlement agreement, the
Services Agreement was terminated effective May 28, 2006.  
However, Sea Containers will continue to supply certain services
to GE SeaCo on a temporary basis and be compensated accordingly.  
GE SeaCo will continue to occupy space in Sea Containers House
in London, England until at least Dec. 31, 2006.  GE SeaCo has
the right to continue to occupy all or a portion of that space
during 2007, subject to Sea Containers' right to cancel for any
period after April 1, 2007, on six-months' prior notice.  Sea
Containers will also continue to furnish GE SeaCo with certain
computer services through at least Sept. 30, 2006, and
continuing through 2007 at GE SeaCo's option.

Pursuant to the agreements establishing the GE SeaCo joint
venture, GE Capital has had the right to appoint a ninth member
of the GE SeaCo board of directors.  On April 13, 2006, GE
Capital exercised this right and, as a result, a majority of the
GE SeaCo board is composed GE Capital appointees.  GE Capital is
therefore in a position to elect GE SeaCo's officers and to
control and manage GE SeaCo's business affairs, subject to the
provisions of the GE SeaCo joint venture agreements.  The
settlement agreement confirms GE Capital's right to appoint a
ninth GE SeaCo director.

GE SeaCo has withdrawn as a participant in the pension plan
maintained by Sea Containers for United Kingdom employees, and
is establishing its own pension plan specifically for GE SeaCo
employees.  The settlement agreement also resolves possible
disputes between Sea Containers and GE SeaCo relating to GE
SeaCo's withdrawal from the Sea Containers pension plan and the
amounts which GE SeaCo may be required to contribute to that
plan upon its withdrawal.

                           GNER Update

The Company and its subsidiary Great North Eastern Railway
Limited (GNER) have decided to seek permission from the High
Court in Britain for a judicial review of the decision made by
the U.K. Office of Rail Regulation on March 23, 2006, regarding
track access applications granting open access to Grand Central
Railway Company Limited and Hull Trains Company Limited.  GNER
believes these open access operators unfairly compete for
passenger traffic on portions of GNER's routes.

Sea Containers has reluctantly decided to withdraw from its
joint bid with the MTR Corporation for the new South Western
passenger rail franchise.  In light of the Company's current
challenges and the need to divert senior specialist personnel
from the bid to support GNER's legal challenge against the
Office of Rail Regulation, Sea Containers feels that removing
itself from the South Western franchise competition is the
prudent step to take at this time.

                      About the Company

Headquartered in London, England, Sea Containers (NYSE: SCRA and
SCRB) -- http://www.seacontainers.com/-- engages in passenger   
and freight transport and marine container leasing.  U.S.
shareholders primarily own the Bermuda-registered company and
its common shares have been listed on the New York Stock
Exchange (SCRA and SCRB) since 1974.

As reported in TCR-Europe on May 5, Moody's Investors Service
downgraded all debt ratings of Sea Containers Ltd -- corporate
family rating to Caa1.  The ratings remain under review for
possible downgrade, continuing the review that was initiated on
March 23.

On May 4, the Troubled Company Reporter-Latin America reported
that Standard & Poor's Ratings Services lowered its ratings on
Sea Containers Ltd. including lowering the corporate credit
rating to 'CCC-' from 'CCC+'.  All ratings remain on CreditWatch
with negative implications; ratings were initially placed on
CreditWatch on Aug. 25, 2005, and lowered on Feb. 16, 2006, and
again on March 24, 2006.

The rating action followed the company's announcement that it is
continuing to evaluate a range of strategic and financial
alternatives, including the "appropriate level of debt capacity,
with the intent to engage the public note holders and other
stakeholders."


SEA CONTAINERS: Selling Silja Oy to Tallink Group for US$594 Mln
----------------------------------------------------------------
Sea Containers Ltd. and AS Tallink Grupp have entered into a
definitive agreement whereby Sea Containers will sell its Baltic
ferry subsidiary Silja Oy Ab to Tallink for a consideration of
approximately US$594 million in cash and shares.

The consideration for the sale of Silja's core business is
EUR450 million cash and five million ordinary shares in Tallink.  
The dollar equivalent values are approximately US$570 million
cash and US$24 million in shares.  Tallink's shares are listed
on the Tallinn Stock Exchange and their closing price on June 9,
2006 was EUR3.77 per share.  Sea Containers may not dispose of
the shares within 12 months of the sale's completion without
Tallink's permission.

The sale of Silja is subject to customary conditions including
the receipt of regulatory approvals from the relevant
competition authorities and corporate approval of Tallink's
shareholders.  It is a condition of the contract that the sale
be completed by July 28, 2006.  Societe Generale, which advised
Sea Containers on the disposal, indicated that the sale is
expected to be completed on or before that date.

The transaction with Tallink includes six of the eight ships
held for sale by Sea Containers as part of the Silja core
business.  These ships generated an EBITDA profit before
depreciation, amortization and non-recurring items of
approximately EUR30 million (dollar equivalent $37 million) in
2005.  During 2005 Silja has been undergoing an intensive
restructuring programme, which is expected to lead to EBITDA
improvements over the coming 12 to18 months.  The transaction
does not include the fast ferry services from Helsinki, Finland
to Tallinn, Estonia and the two SuperSeaCat fast ferries, which
operate on the route.  That business will continue to be
operated by Sea Containers on a stand-alone basis.  The
transaction also excludes Silja's three 'legacy' vessels which
are not employed on the core routes.

Tallink will continue to operate the business under the Silja
brand and the ships will continue to sail under their current
flags and with their existing officers and crew.  Tallink will
ensure that Silja's existing obligations towards the employees,
including pension obligations, are not adversely affected by the
transaction.

Commenting on the sale, Enn Pant, Chairman and CEO of Tallink,
said that as a result of the acquisition Tallink and Silja will
together form the leading shipping company in the Baltic Sea
area, which has been a vision of Tallink for years.  "Tallink's
bold and successful growth strategy is boosted by Silja Line's
long history, valuable brand and outstanding professionals. This
transaction is firmly founded in our conviction that clients,
employees as well as shareholders will benefit from the
integration of these two shipping companies."

Bob MacKenzie, Chief Executive Officer of Sea Containers, added:
"We updated the market on March 24, 2006 on the process of
selling the core of the Silja fleet and we believe that the
price we have negotiated is a fair one.  The sale of Silja is a
vital part of our efforts to reduce substantially the overall
level of Sea Containers' debt.  As a result of the transaction,
approximately $510 million of related bank debt will be repaid."

As a result of the above transaction, two of the non-core Silja
'legacy' fleet, Opera and Finnjet, which were not included in
the transaction, will become free of bank debt and Sea
Containers will continue to seek to dispose of them.  Sea
Containers has separately completed the sale of the third legacy
ship, the Walrus, for a consideration of US$21 million, paying
all related bank debt of US$21 million.

Sea Containers has also signed a memorandum of agreement to sell
its 81-meter fast ferry Rapide.  If completed, all the proceeds
of the sale would be used to retire debt secured by the ship.

                          About Silja

Silja -- http://www.silja.fi/-- was founded as the Finland  
Steamship Company in 1883 and was listed on the Helsinki Stock
Exchange until January 2003.  Sea Containers' association with
Silja began in 1999 when it acquired a substantial minority
position and Silja became a wholly-owned subsidiary of Sea
Containers in June 2002.

Tallink's acquisition of Silja's core business includes six
ships on two routes (Symphony and Serenade on the Stockholm-
Helsinki route and Europa, Festival, Seawind and Skywind on
Stockholm-Turku), along with staff, facilities and the Silja
brand.

The two fastcraft SuperSeaCat 3 and SuperSeaCat 4 will continue
to be operated on Helsinki-Tallinn as a stand-alone business by
Sea Containers under the SuperSeaCat brand.

                       About Sea Containers

Headquartered in London, England, Sea Containers (NYSE: SCRA and
SCRB) -- http://www.seacontainers.com/-- engages in passenger   
and freight transport and marine container leasing.  U.S.
shareholders primarily own the Bermuda-registered company and
its common shares have been listed on the New York Stock
Exchange (SCRA and SCRB) since 1974.

As reported in TCR-Europe on May 5, Moody's Investors Service
downgraded all debt ratings of Sea Containers Ltd -- corporate
family rating to Caa1.  The ratings remain under review for
possible downgrade, continuing the review that was initiated on
March 23.

On May 4, the Troubled Company Reporter-Latin America reported
that Standard & Poor's Ratings Services lowered its ratings on
Sea Containers Ltd. including lowering the corporate credit
rating to 'CCC-' from 'CCC+'.  All ratings remain on CreditWatch
with negative implications; ratings were initially placed on
CreditWatch on Aug. 25, 2005, and lowered on Feb. 16, 2006, and
again on March 24, 2006.

The rating action followed the company's announcement that it is
continuing to evaluate a range of strategic and financial
alternatives, including the "appropriate level of debt capacity,
with the intent to engage the public note holders and other
stakeholders."


SOUTHPORT 2000: Hires Joint Administrators from Begbies Traynor
---------------------------------------------------------------
Paul Stanley and Gary Norton Lee of Begbies Traynor were
appointed joint administrators of Southport 2000 Limited
(Company Number 02599277) on May 23.

Headquartered in Manchester, Begbies Traynor --
http://www.begbies.com/-- assists companies, creditors,  
financial institutions and individuals on all aspects of
financial restructuring and corporate recovery.  

Southport 2000 Limited is engaged in car dealership.


SPECIAL THOUGHTS: Brings In Administrators from F A Simms
---------------------------------------------------------
Richard Frank Simms and Martin Richard Buttriss of F A Simms &
Partners PLC were appointed joint administrators of Special
Thoughts (Peterborough) Limited (Company Number 4650484) on
May 15.

The administrators can be contacted at:

         F A Simms & Partners PLC
         Insol House
         39 Station Road
         Lutterworth
         Leicestershire LE17 4AP
         United Kingdom
         Tel: 01455 557111
         Fax: 01455 552572
         E-mail: rsimms@fasimms.com

Special Thoughts (Peterborough) Limited can be reached at:

         63 Broadway
         Peterborough PE1 1SY
         United Kingdom


STANLEY PROPERTY: Northern Rock Taps Deloitte & Touche Receivers
----------------------------------------------------------------
Northern Rock PLC appointed William Kenneth Dawson and Ian Brown
of Deloitte & Touche LLP joint administrative receivers of
Stanley Property Investments Limited (Company Number 03415728)
on May 25.

Headquartered in London, Deloitte & Touche LLP --
http://www.deloitte.com/-- is the United Kingdom member firm of  
Deloitte Touche Tohmatsu, a Swiss Verein whose member firms are
separate and independent legal entities.  It provides audit,
tax, consulting and corporate finance services through more than
9,000 people in 21 locations.  

Stanley Property Investments Limited can be reached at:

         Stanley House
         859 Chester Road
         Stretford
         Manchester M32 0RN
         Tel: 0161 282 8454


STAPEMILL LIMITED: Taps Administrators from Jacksons Jolliffe
-------------------------------------------------------------
Matthew Colin Bowker and David Antony Willis of Jacksons
Jolliffe Cork were appointed joint administrators of Stapemill
Limited (Company Number 03829488) on May 18.

Jackson Jolliffe Cork -- http://www.jjcork.co.uk/-- was  
established in 1998.  It has offices in Doncaster, Harrogate,
Hull, Middlesbrough, Wakefield and York.  The firm is engaged
exclusively in business recovery and insolvency work and
comprises certified and chartered accountants, licensed
insolvency practitioners and business turnaround consultants,
many having joined us from senior positions within National
firms.

Headquartered in Ripon, United Kingdom, Stapemill Limited are
building contractors.


TITAN EUROPE: S& P Assigns Ratings to EUR943.751 Million Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
credit ratings to the EUR943.751 million commercial mortgage-
backed floating-rate notes to be issued by Titan Europe 2006-3
PLC, an SPE.
  
At closing, the issuer will use the proceeds of the note
issuance to acquire a portfolio of 18 commercial real estate
loans originated by either Credit Suisse International (CSI) or
Credit Suisse.  The loans are secured by 40 properties
throughout Europe. The largest two loans account for 38.3% of
the pool.
  
This transaction is the eighth in the Titan Europe series,
originated and arranged by CSI.  It uses the same structure as
the previous transactions.
  
  
                       Ratings List  
                  Titan Europe 2006-3 PLC
         EUR943.751 Million Commercial Mortgage-Backed
                    Floating-Rate Notes
  
            Class          Prelim.        Prelim.
            -----          rating         amount (Mil. EUR)
                           ------         -------   
  
              A              AAA           471.975
              X              AAA             0.050
              B              AAA           245.427
              C              AA             51.917
              D              A              56.637
              E              BBB            37.900
              F              BBB-           30.043
              G(1)           BB             40.400
              H(1)           B               9.352
              V              NR              0.050


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

                                Shareholders   Total    Working
                                   Equity      Assets   Capital
                          Ticker    (US$MM)    (US$MM)   (US$MM)
                          ------ -----------  -------   --------

AUSTRIA
-------
Libro AG                            (111)         174     (182)
Rhi AG                              (214)       1,756      183


BELGIUM
-------
City Hotels               CITY.BR     (7)         210      (15)
Real Software             REAL.BR    (49)         142      (34)
Sabena S.A.                          (86)       2,215     (297)


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


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


FRANCE    
------
Acces Industrie                       (8)         106      (35)
Arbel                     PA.ARB     (98)         222      (72)
Banque Nationale
   de Paris Guyane        BNPG       (41)         352      N.A.
BSN Glasspack                       (101)       1,151      179
Charbo De France                  (3,872)       4,738   (2,868)
Compagnie Francaise de
   l'Afrique Occidentale             (65)         256       21
Compagnies de
   Machines Bull                    (139)         137       (6)
Dollfus Mieg & Cie S.A.   DS         (11)         165      (29)
Euro Computer System                (110)         682      377
Genesys S.A.              GNS.PA     (15)         136        3
Grande Paroisse S.A.                (927)         629      330
Immob Hoteliere                      (68)         233       29
Labo Dolisos              DOLI.PA    (28)         110      (33)
Matussiere et Forest S.A. MTF        (78)         294      (28)
Metaleurop S.A.           PA.PA      (24)         181      (30)
Oeneo S.A.                SABT.PA    (12)         292       38
Pneumatiques Kleber S.A.             (34)         480      139
SDR Centrest                        (132)         252      N.A.
SDR Picardie                        (135)         413      N.A.
Soderag                               (3)         404      N.A.
Sofal S.A.                          (305)       6,619      N.A.
Spie-Batignolles                     (16)       5,281       75
St Fiacre (FIN)                       (1)         111      (33)
Teamlog                   TLO        (19)         109       (3)
Trouvay Cauvin                        (0)         134       10
Usines Chausson                      (23)         249       35


GERMANY
-------
Cognis Deutschland
   GmbH & Co. KG                    (102)       3,409     (503)
Dortmunder
   Actien-Brauerei        DABG       (13)         118      (29)
EM.TV AG                  EV4G.BE    (22)         849       15
F.A. Guenther & Son AG    GUSG        (8)         111      N.A.
Kaufring AG               KAUG       (19)         151      (51)
Maternus Kliniken AG      MAK.F       (3)         207      (30)
Nordsee AG                            (8)         195      (31)
Primacom AG               PRIG      (268)       1,257   (1,048)
Rinol AG                  RLIG       (64)         104      (15)
Schaltbau Hold            SLTG       (23)         144       (7)
Senator Entertainment    
    AG                    SENGk.BE  (153)         126     (148)
SinnLeffers AG            WHGG        (4)         454     (145)
Spar Handels- AG          SPAG      (442)       1,433     (234)
Vivanco Gruppe                       (55)         131      (31)


HUNGARY
-------
NABI Rt.                  NABHY       (2)         229   (8,950)


ICELAND
-------
Decode Genetics Inc.      DCGN        (9)         229      141

ITALY
-----
Binda S.p.A.              BND        (11)         129      (20)
Cirio Finanziaria S.p.A.            (422)       1,583     (396)
Credito Fondiario
   e Industriale S.p.A.             (200)       4,218      N.A.
Finpart S.p.A.                      (152)         732     (322)
Gruppo Coin S.p.A.        GC        (150)       4,218      N.A.
I Viaggi del
   Ventaglio S.p.A.       VVE.MI     (61)         487      (58)
Olcese S.p.A.             OLCI.MI    (13)         180      (64)
Parmalat Finanziaria
   S.p.A.                        (18,419)       4,121  (12,481)
Technodiffusione
   Italia S.p.A.          TDIFF.PK   (90)         152      (24)


NETHERLANDS
-----------
Baan Company N.V.         BAAN        (8)         610       46
United Pan-Euro Air       UPC     (5,266)       5,180   (8,730)


NORWAY
------
Petroleum-Geo Services    PGO        (32)       2,963   (5,250)


POLAND
------
Mostostal Zabrze          MECOF.PK    (6)         227     (366)


ROMANIA
-------
Oltchim RM Valce          OLT        (45)          232     321)


RUSSIA
------
OAO Samaraneftegas                  (332)         892  (16,942)
Zil Auto                            (168)         409  (10,680)


SPAIN
-----
Altos Hornos de
   Vizcaya S.A.                     (116)       1,283     (278)
Santana Motor S.A.                   (46)         223       41
Sniace S.A.                          (16)         136      (34)


SWITZERLAND
-----------
Wedins Skor
    Accessoarer AB                   (10)         139     (129)


TURKEY
------
Nergis Holding                       (24)         125       26
Yasarbank                           (948)         623      N.A.


UNITED KINGDOM
--------------
Abbott Mead Vickers                   (2)         168      (16)
AEA Technology Plc        AAT.L      (24)         340      (50)
Alldays Plc                         (120)         252     (202)
Amey Plc                             (49)         932      (47)
Anker PLC                 ANK.L      (22)         115       13
Bonded Coach
   Holiday Group Plc                  (6)         188      (44)
Blenheim Group                      (153)         198      (34)
Booker Plc                BKRUY      (60)       1,298       (8)
Bradstock Group           BDK         (2)         269        5
Brent Walker Group        BWL     (1,774)         867   (1,157)
British Energy Plc        BGY     (5,823)       4,921      434
British Nuclear
   Fuels Plc                      (4,248)      40,326      977
British Sky Broadcasting
   Group Plc              BSY        (61)       4,157      139
Compass Group             CPG       (668)       2,972     (298)
Costain Group             COST       (39)         567       (5)
Danka Bus System          DNK.L     (108)         540       34
Dawson Holdings           DWN.L      (12)         158      (19)
Easynet Group             ESY.L      (45)         323       38
Electrical and Music              
   Industries Group       EMI     (1,411)       3,235     (331)
Euromoney Institutional
   Investor Plc           ERM.L      (88)         297      (56)
European Home Retail Plc  EHRL       (14)         111      (37)
Gartland Whalley                     (11)         145       (8)
Global Green Tech Group             (156)         408      (18)
Gondola Holdings Plc      GND.L     (239)         987     (396)
Heath Lambert
   Fenchurch Group Plc               (10)       4,109      (10)
HMV Group Plc             HMV         (9)         875     (190)
Homestyle Group Plc       HME        (29)         409     (124)
Imperial Chemical
   Industries Plc         ICI       (835)       8,881      (49)
Invensys PLC                        (963)       4,861      913
IPC Media Ltd.                      (685)         254       16
Jarvis Plc                JRVS.L    (683)         492     (371)
Lambert Fenchurch Group               (1)       1,827        3

Lattice Group                     (1,290)      12,410   (1,228)
Leeds United              LDSUF.PK   (73)         144      (29)
M 2003 Plc                        (2,204)       7,205     (756)
Manchester City                      (17)         154      (21)
Micro Focus
   International Plc      MCRO.L     (14)         115      (11)
Misys Plc                 MSY       (460)         906       60
Mytravel Group            MT.L      (283)       1,159     (410)
Orange Plc                ORNGF     (594)       2,902        7
Park Group Plc            PKG.L       (5)         111      (13)
Partygaming Plc           PRTY       (46)         398     (110)
Premier Foods Plc         PFD.L      (31)       1,475       16
Probus Estates Plc        PBE.L      (28)         113      (49)
Regus Plc                 RGU.L      (46)         367      (60)
Rentokil Initial Plc      RTO     (1,134)       2,678      (45)
RHM Plc                   RHM       (586)       2,411       59
Saatchi & Saatchi         SSI       (119)         705      (41)
Seton Healthcare                     (11)         157        0
SFI Group                           (108)         178     (162)
Telewest
   Communications Plc     TLWT    (3,702)       7,581   (5,361)
UK Coal Plc               UKC        (25)         865      (62)
Virgin Mobile
   Holdings Plc           VMOB.L    (101)         278      (80)

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


                           *********


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

Troubled Company Reporter -- Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Jazel Laureno, Julybien Atadero, Carmel Paderog,
and Joy Agravante, Editors.

Copyright 2006.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.

Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$575 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are US$25 each. For subscription
information, contact Christopher Beard at 240/629-3300.


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