TCREUR_Public/061122.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

           Wednesday, November 22, 2006, Vol. 7, No. 232

                            Headlines


A U S T R I A

ALEKSANDAR KUKIC: Creditors' Meeting Slated for November 27
ERDEXPRESS ERDBEWEGUNG: Creditors' Meeting Slated for Dec. 5
FRACHTEXPRESS TRANSPORT: Creditors' Meeting Slated for Dec. 5
KNAPP LLC: Wels Court Orders Business Shutdown
KUECHEN UND BAD: Klagenfurt Court Orders Business Shutdown

LIDI LLC: Creditors' Meeting Slated for November 27
STIEFSOHN LLC: St. Poelten Court Shuts Down Business
TAXITECH IMPORT: Creditors to Recover 2.6% of Claims
WAKOLBINGER & PEINBAUER: Linz Court Orders Business Closure


B E L G I U M

ARMSTRONG WORLD: 2006 Third Quarter Earnings Down to US$39.2 Mln
ARMSTRONG WORLD: 7 Directors Own 8,183 Phantom Stock Units Each
GOODYEAR TIRE: S&P Rates US$1 Billion Debentures at 'B-'
VOLKSWAGEN AG: Shifting Golf Production From Belgium to Germany


F R A N C E

LEAR CORP: S&P Assigns B- Ratings on US$300-Mln Senior Notes
LUCENT TECH: Reserves US$284 Mln for Winstar Contract Dispute


G E R M A N Y

ANDREAS PUFAHL: Claims Registration Ends December 1
ATLAS HAUSTECHNIK: Claims Registration Ends December 1
BODEN GESELLSCHAFT: Claims Registration Ends November 29
BROECKER MOEBEL: Claims Registration Ends December 1
DEKO WERBUNG: Creditors' Meeting Slated for November 30

JENOPTIK AG: Fitch Changes Outlook to Positive & Keeps B Ratings
LUEFTUNG-KLIMA: Claims Registration Ends December 1
NEQ GMBH: Claims Registration Ends November 30
NIGHTHAWKS PICTURES: Creditors' Meeting Slated for November 30
PABST ELEKTROTECHNIK: Creditors' Meeting Slated for November 30

PORTRAIT CORP: Court Gives Final OK to Berenson's Employment
PORTRAIT: Panel Taps Halperin Battaglia as Conflicts Counsel
REIMERS IMMOBILIEN: Claims Registration Ends November 30
SEMPER FINANCE: S&P Puts Low-B Ratings to EUR40.1-Million Notes
VISTEON CORP: GKN Eyes European & South American Assets

VOLKSWAGEN AG: Shifting Golf Production From Belgium to Germany
VOLKSWAGEN AG: MAN & Scania's Takeover Battle Continues


I R E L A N D

ELAN CORP: Increases Senior Notes Offer to US$615 Million


I T A L Y

LEAR CORP: S&P Assigns B- Ratings on US$300-Mln Senior Notes

* Fitch Downgrades Ratings of Italian City of Taranto to CC


K A Z A K H S T A N

KARATAU LLP: Creditors Must File Claims by Dec. 27
KOMUNSNAB-SERVICE LLP: Court Begins Bankruptcy Proceedings
KURLYS AGRO: South Kazakhstan Court Starts Bankruptcy Procedure
MONSTA-DETERGENTS LLP: Court Opens Bankruptcy Proceedings
NAIZ LLP: Creditors' Claims Due Jan. 2, 2007

ORBITA TELEKOM: Creditors' Claims Due Dec. 27
REMMONTAJSERVICE LLP: Court Commences Bankruptcy Proceedings
SAGYM LLP: Claims Filing Period Ends Jan. 2, 2007
SHARUA MK: South Kazakhstan Court Opens Bankruptcy Proceedings
TECHSERVICE-L LLP: Proof of Claim Deadline Slated for Dec. 27


K Y R G Y Z S T A N

AVTOSERVICE-DALALAT OJSC: Creditors' Claims Due Jan. 5, 2007
MILTON TRADE: Proof of Claim Deadline Slated for Jan. 3, 2007


N E T H E R L A N D S

CORUS GROUP: Brazil's Companhia Siderurgica Starts Takeover Bid
CORUS GROUP: Proposed Takeover Cues S&P's Developing Watch
CORUS GROUP: Tata Steel May Raise Offer to Top CSN's Bid
LUCENT TECH: Reserves US$284 Mln for Winstar Contract Dispute
LUCENT TECHNOLOGIES: Unveils Several New CDMA2000 Products

PHELPS DODGE: Inks US$25.9-Bln Merger Pact with Freeport-McMoRan
ROMPETROL GROUP: Fitch Keeps Issuer Default Rating at B-


P O L A N D

VISTEON CORP: GKN Eyes European & South American Assets


P O R T U G A L

INTERTAPE POLYMER: S&P Junks Rating on Weak 3rd Qtr. Performance


R O M A N I A

BANCPOST: Fitch Keeps Individual Rating at D
ROMPETROL GROUP: Fitch Keeps Issuer Default Rating at B-
UNICREDIT ROMANIA: Fitch Affirms Individual Rating at D


R U S S I A

AGRO-SNAB OJSC: Ivanovo Bankruptcy Hearing Slated for Feb. 26
AKHIM CJSC: Moscow Court Names I. Gorn as Insolvency Manager
ALCEM OJSC: Asset Sale Slated for December 4
ALUMINA CJSC: Court Names A. Pshenkov as Insolvency Manager
ARCHITECTURE. BUILDING: Court Names A. Shadrin to Manage Assets

BARMA AND POSTNIK: Court Names L. Ponomareva to Manage Assets
BARNAULSKIY FACTORY: Court Starts Reorganization Process
BUILDER LLC: Court Names I. Madzhuga as Insolvency Manager
CENTERTELECOM OAO: One of Russia's Transparent Firm, S&P Says
CENTERTELECOM OAO: Fulfills Obligation on Bond Offer

CHAISSKIY MACADAM: Court Names L. Bychkova as Insolvency Manager
CHERNUSHINSKIY LLC: Court Names B. Novikov as Insolvency Manager
COMPUTER SYSTEMS: Court Names V. Babanov as Insolvency Manager
DENISOVO LLC: Tyumen Bankruptcy Hearing Slated for Jan. 18
GELENZHIKSKIY CJSC: Court Names V. Zotyev as Insolvency Manager

GOLDEN FLEECE: Court Names O. Filippova as Insolvency Manager
IMPULSE CJSC: Court Names M. Makhnev as Insolvency Manager
LUKOIL OAO: Allocates US$100 Billion to Hike Output Until 2017
LUKOIL OAO: Eyes 20% Stake in Total's Kharyaga Oil Field
MEAT PRODUCT: Court Names L. Nechaeva as Insolvency Manager

MILK CJSC: Murmansk Court Names P. Tarasov as Insolvency Manager
PEREVOLOTSKIY BUTTER: Court Names A. Pakhomov to Manage Assets
PORCELAIN OF RUSSIA: Court Names A. Pshenkov to Manage Assets
PROGRESS OJSC: Rostov Bankruptcy Hearing Slated for Mar. 19
PROMSVYAZBANK JSCB: Gets US$12-Mln Loan from Nova Ljubljanska

ROSNEFT OIL: Earns RUR76.4 Billion Profit for Nine Months 2006
ROSTO CJSC: Rostov Bankruptcy Hearing Slated for Feb. 20
RUSSIAN STYLE: Moscow Court Names I. Gorn as Insolvency Manager
SEVERNYJ OJSC: Bankruptcy Hearing Slated for February 20
SISTEMA CAPITAL: S&P Upgrades Long-Term Debt Rating to B+

SISTEMA FINANCE: S&P Raises Long-Term Debt Rating to B+ from B
SISTEMA JSFC: S&P Lifts Sistema Capital's Debt Rating to B+
SYZRANSKAYA FURNITURE: Court Names Y. Levin to Manage Assets
USOLYE-OIL-SERVICE: Bankruptcy Hearing Slated for Feb. 21
VADSKIY OJSC: Court Names A. Tigulev as Insolvency Manager

VERESHAGINSKIY MEAT: Court Starts Bankruptcy Supervision
ZAKHAROV CJSC: Court Names Zh. Tachkova as Insolvency Manager


S L O V E N I A

ABANKA VIPA: Fitch Rates Upcoming Hybrid Issue at BB+


S P A I N

CM BANCAJA 1: Fitch Junks EUR16.2-Million Class E Notes


S W E D E N

ARMSTRONG WORLD: 2006 Third Quarter Earnings Down to US$39.2 Mln
ARMSTRONG WORLD: 7 Directors Own 8,183 Phantom Stock Units Each


S W I T Z E R L A N D

AKKOMA LLC: Aargau Court Begins Bankruptcy Proceedings
AR-BAU LLC: Liestal Court Begins Bankruptcy Proceedings
ARC LLC: Insufficient Assets Prompt Court to Suspend Bankruptcy
BAKO HANDELS: Aargau Court Closes Bankruptcy Proceedings
BODECOR LLC: Aargau Court Opens Bankruptcy Proceedings

BOMBARDIER INC: Prices New EUR1.9 Billion Senior Notes Issue
IPT INFORMATICS: Aargau Court Closes Bankruptcy Process
JASARI KUNSTSTOFFE: Liestal Court Begins Bankruptcy Proceedings
TPI CONSULTING: Liestal Court Closes Bankruptcy Proceedings


T U R K E Y

TURKIYE SINAI: Fitch Lifts Int'l. Local Currency IDR at BB


U K R A I N E

AGAT LLC: Zhitomir Court Starts Bankruptcy Supervision
AGROZAGOTPOSTACH LLC: Harkiv Court Starts Bankruptcy Supervision
ALFA-PIK LLC: Zaporizhya Court Starts Bankruptcy Supervision
BMU HARKIVGAZBUD-1: Harkiv Court Names Yurij Artuh as Liquidator
DNIPRO LLC: Dnipropetrovsk Court Starts Bankruptcy Supervision

KOMETA PLUS: Zhitomir Court Starts Bankruptcy Supervision
MAKS LLC: AR Krym Court Commences Bankruptcy Supervision
MRIYA LLC: Dnipropetrovsk Court Starts Bankruptcy Supervision
PERESICHANSKIJ OIL: Court Names Shvets Ruslan as Liquidator
PMK-41 CJSC: AR Krym Court Names K. Kubalov to Liquidate Assets

UKREXIMBANK: Fitch Assigns Final B Rating on US$30-Mln Sub Debt
ZDOLBUNIV' BREAD: Court Names Vasil Ribak as Insolvency Manager


U N I T E D   K I N G D O M

ABBAGREEN LIMITED: Claims Filing Period Ends Dec. 12
ARRAN FUNDING: S&P Assigns Low-B Ratings on GBP57.9-Mln Notes
BRITISH AIRWAYS: Gives Workers Option to Retire at 60
BRITISH AIRWAYS: American Airlines Sell Iberia Stake for EUR19MM
CORUS GROUP: Brazil's Companhia Siderurgica Starts Takeover Bid

CORUS GROUP: Proposed Takeover Cues S&P's Developing Watch
CORUS GROUP: Tata Steel May Raise Offer to Top CSN's Bid
EMI GROUP: Posts GBP30.1 Million Net Loss for First Half 2006
ENRON CORP: Wants US$300,000 Electroimpact Settlement Approved
ESSCOM LIMITED: Appoints Richard Jeffrey Rones as Administrator

EVERGREEN INT'L: Moody's Assigns Loss-Given-Default Ratings
FORD MOTOR: Accelerates Growth Plan in China
FORD MOTOR: SEC Wants More Disclosure on Restated Financials
HOPPITS LIMITED: Brings In Liquidators from Recovery hjs
I H TOWILL: Nominates Ray Purnell as Liquidator

IMPACT GLAZING: Creditors' Claims Due Feb. 7, 2007
JAY & DEE: Liquidator Sets Dec. 8 Claims Bar Date
KINGSWOOD FITTED: Creditors Confirm Voluntary Liquidation
L.B.K. PERSONNEL: Creditors Confirm Liquidators' Appointment
LANSDOWNE DISTRIBUTION: Names Steven Law as Administrator

LIBRA UPHOLSTERY: Claims Registration Ends Jan. 31, 2007
M & E SERVICES: Appoints Liquidator from Wilkins Kennedy
MERIDIAN OFFICE: Taps Liquidators from Rothman Pantall & Co.
NAIL BAR: Taps Joint Administrators from Kingston Smith
NASDAQ STOCK: London Stock Exchange Rejects EUR2.7 Billion Bid

NEW CITY: Names Richard Ian Williamson Liquidator
NEW YORK NAIL: Hires Kingston Smith to Administer Assets
ODDS BODKINS: Brings In Liquidator from Taylor Rowlands
PHELPS DODGE: Inks US$25.9-Bln Merger Pact with Freeport-McMoRan
PORTRAIT CORP: Court Gives Final OK to Berenson's Employment

PORTRAIT: Panel Taps Halperin Battaglia as Conflicts Counsel
RADNOR HOLDINGS: Files Schedules of Assets and Liabilities
REBOOT SECURITY: Hires Liquidators from Vantis Business Recovery
REFCO INC: Wants to Sell FXA's Customer Lists to Saxo Bank
REGISTER TAPE: Appoints I. D. Holland to Liquidate Assets

S.D.F. FABRICATIONS: Brings In Vantis as Joint Administrators
SANDERSON FOOTWEAR: Taps Gerald Irwin to Administer Assets
SCENE LEISURE: Names Liquidators from Vantis Business Recovery
SEA CONTAINERS: U.K. Regulator May Issue Financial Directions
SERCON CONTROLS: Appoints Wilkinson & Co as Administrator

SOFTBAK MOBILE: Trust Debt Assumption Spurs S&P's Watch Negative
URBAN SOLUTIONS: Creditors' Meeting Slated for November 24
VISTEON CORP: GKN Eyes European & South American Assets

                            *********

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

ALEKSANDAR KUKIC: Creditors' Meeting Slated for November 27
-----------------------------------------------------------
Creditors owed money by LLC Aleksandar Kukic (FN 168510i) are
encouraged to attend the creditors' meeting at 9:30 a.m. on
Nov. 27 to consider the adoption of the rule by revision and
accountability.

The creditors' meeting will be held at:

         The Trade Court of Vienna
         Room 1705
         Vienna, Austria

Headquartered in Vienna, Austria, the Debtor declared bankruptcy
on Sept. 28 (Bankr. Case No. 3 S 133/06p).  Herbert Hochegger
serves as the court-appointed property manager of the bankrupt
estate.  Bernhard Eder represents Dr. Hochegger in the
bankruptcy proceedings.

The property manager and his representative can be reached at:

         Dr. Herbert Hochegger
         c/o Dr. Bernhard Eder
         Brucknerstrasse 4/5
         1040 Vienna, Austria
         Tel: 505 78 61
         Fax: 505 78 61-9
         E-mail: office@hoch.co.at  


ERDEXPRESS ERDBEWEGUNG: Creditors' Meeting Slated for Dec. 5
------------------------------------------------------------
Creditors owed money by LLC Erdexpress Erdbewegung former LLC
Thomas Weilharter Erdbewegung (FN 222655i) are encouraged to
attend the creditors' meeting at 11:00 a.m. on Dec. 5 to
consider the adoption of the rule by revision and
accountability.

The creditors' meeting will be held at:

         The Land Court of Wiener Neustadt
         Room 15
         Wiener Neustadt, Austria

Headquartered in Tribuswinkel, Austria, the Debtor declared
bankruptcy on Sept. 28 (Bankr. Case No. 11 S 97/06k).  
Alexander Knotek serves as the court-appointed property manager
of the bankrupt estate.  

The property manager can be reached at:

         Dr. Alexander Knotek
         Pergerstrasse 12
         2500 Baden, Austria
         Tel: 02252/43056-0
         Fax: 02252/43056-20
         E-mail: info@avia-law.com


FRACHTEXPRESS TRANSPORT: Creditors' Meeting Slated for Dec. 5
-------------------------------------------------------------
Creditors owed money by LLC Frachtexpress Transport (fka LLC
Thomas Weilharter Transport) (FN 238671m) are encouraged to
attend the creditors' meeting at 10:30 a.m. on Dec. 5 to
consider the adoption of the rule by revision and
accountability.

The creditors' meeting will be held at:

         The Land Court of Wiener Neustadt
         Room 52
         Wiener Neustadt, Austria

Headquartered in Tribuswinkel, Austria, the Debtor declared
bankruptcy on Sept. 28 (Bankr. Case No. 11 S 98/06g).  Alexander
Knotek serves as the court-appointed property manager of the
bankrupt estate.  

The property manager can be reached at:

         Dr. Alexander Knotek
         Pergerstrasse 12
         2500 Baden, Austria
         Tel: 02252/43056-0
         Fax: 02252/43056-20
         E-mail: info@avia-law-com


KNAPP LLC: Wels Court Orders Business Shutdown
----------------------------------------------
The Land Court of Wels entered an order Oct. 9 shutting down the
business of LLC Knapp (FN 195756b).  Court-appointed property
manager Klaus Schiller recommended the business shutdown after
determining that the continuing operations would reduce the
value of the estate.

The property manager can be reached at:

         Dr. Klaus Schiller
         Stadtplatz 27
         4690 Schwanenstadt, Austria
         Tel: 07673/6720
         Fax: 07673/6720-20
         E-mail: office@kanzlei-schiller.at  

Headquartered in Kohlgrube, Austria, the Debtor declared
bankruptcy on Aug. 29 (Bankr. Case No. 20 S 102/06k).  


KUECHEN UND BAD: Klagenfurt Court Orders Business Shutdown
----------------------------------------------------------
The Land Court of Klagenfurt entered an order Oct. 9 shutting
down the business of LLC Kuechen und Bad Einrichtung (FN
233770f).  Court-appointed property manager Franz Grauf
recommended the business shutdown after determining that the
continuing operations would reduce the value of the estate.

The property manager and his representative can be reached at:

         Dr. Franz Grauf
         Hans-Wiegele-Strasse 3/I
         9100 Voelkermarkt, Austria
         Tel: 04232/25 30
         Fax: 04232/25 30-30
         E-mail: kanzlei@law-grauf-vigele.at  

Headquartered in Voelkermarkt, Austria, the Debtor declared
bankruptcy on Sept. 26 (Bankr. Case No. 40 S 72/06p).  


LIDI LLC: Creditors' Meeting Slated for November 27
---------------------------------------------------
Creditors owed money by LLC LIDI (FN 265855p) are encouraged to
attend the creditors' meeting at 9:45 a.m. on Nov. 27 to
consider the adoption of the rule by revision and
accountability.

The creditors' meeting will be held at:

         The Trade Court of Vienna
         Room 1705
         Vienna, Austria

Headquartered in Vienna, Austria, the Debtor declared bankruptcy
on Sept. 28 (Bankr. Case No. 3 S 134/06k).  Martin Honemann
serves as the court-appointed property manager of the bankrupt
estate.  Stefan Langer represents Mag. Honemann in the
bankruptcy proceedings.

The property manager and his representative can be reached at:

         Mag. Martin Honemann
         c/o Dr. Stefan Langer
         Oelzeltgasse 4
         1030 Vienna, Austria
         Tel: 713 61 92
         Fax: 713 61 92-22
         E-mail: kanzlei@kosesnik-langer.at


STIEFSOHN LLC: St. Poelten Court Shuts Down Business
----------------------------------------------------
The Land Court of St. Poelten entered an order Oct. 9 shutting
down the business of LLC Stiefsohn (FN 100122p).  Court-
appointed property manager Kurt Weinreich recommended the
business shutdown after determining that the continuing
operations would reduce the value of the estate.

The property manager can be reached at:

         Dr. Kurt Weinreich
         Josefstr. 13
         3100 St. Poelten, Austria
         Tel: 02742/72222
         Fax: 02742/7222210
         E-mail: kanzlei@tws-rae.at  

Headquartered in Gruenau, Austria, the Debtor declared
bankruptcy on Oct. 5 (Bankr. Case No. 14 S 160/06d).  


TAXITECH IMPORT: Creditors to Recover 2.6% of Claims
----------------------------------------------------
The Trade Court of Vienna approved Sept. 26 the final decision
on allocation of Susi Pariasek, the court-appointed property
manager of LLC TAXITECH Import (FN 210909k).

Under the property manager's project by final allocation,
creditors will recover 2.6% of their claims.

Headquartered in Vienna, Austria, the Debtor declared bankruptcy
on Jan. 11 (Bankr. Case No. 28 S 2/06g).

The property manager can be reached at:

         Dr. Susi Pariasek
         Gonzagagasse 15
         1010 Vienna, Austria
         Tel: 533 28 55
         Fax: 533 28 55 28
         E-mail: office@anwaltwien.at  


WAKOLBINGER & PEINBAUER: Linz Court Orders Business Closure
-----------------------------------------------------------
The Land Court of Linz entered an order Oct. 9 closing the
business of OEG Wakolbinger & Peinbauer (FN 141048z).  Court-
appointed property manager Georg Buder recommended the business
closure after determining that the continuing operations would
reduce the value of the estate.

The property manager and his representative can be reached at:

         Dr. Georg Buder
         c/o Dr. Walther Moerth
         Bethlehemstrasse 3
         4020 Linz, Austria
         Tel: 0732/771877
         Fax: 0732/77187718
         E-mail: moerth.buder@utanet.at  

Headquartered in Leonding, Austria, the Debtor declared
bankruptcy on July 20 (Bankr. Case No. 12 S 64/06h).  Walter
Moerth represents Dr. Buder in the bankruptcy proceedings.


=============
B E L G I U M
=============


ARMSTRONG WORLD: 2006 Third Quarter Earnings Down to US$39.2 Mln
----------------------------------------------------------------
Armstrong World Industries Inc. reported third quarter 2006 net
sales of US$973.6 million, 4% higher than third quarter net
sales of US$937 million in 2005, which includes a US$13 million
favorable impact from foreign exchange rates.

Net earnings for the quarter were reported at US$39.2 million
versus US$46.1 million for the comparable quarter in the prior
year.

Operating income for the quarter increased to US$67.4 million
from US$66.5 million in the third quarter of 2005.  Adjusted
operating income for the quarter of US$82.5 million increased
27% compared with adjusted operating income of US$65.2 million
in the prior year quarter.

The year-over-year growth in third quarter 2006 adjusted
operating income benefited from price increases in excess of
manufacturing cost inflation, improved product mix in European
businesses, improved direct manufacturing costs in all
businesses, and lower manufacturing period expense in our floor
businesses.  Increased earnings in its WAVE joint venture also
contributed to the growth.  Notably, the growth was achieved
despite significant volume declines in North American resilient
business where vinyl declines offset laminate growth.

                        Segment Highlights

Resilient Flooring net sales were US$304.8 million in the third
quarter of 2006 and US$311.5 million in the same period of 2005.
Excluding the favorable impact of foreign exchange rates, net
sales decreased 4%.  The decline was primarily due to decreased
volume for vinyl products in North America.  The Company
reported operating loss of US$2.9 million in the quarter
compared with reported income in the third quarter of 2005 of
US$7.7 million.  Adjusted operating income of US$4.5 million,
compared with US$5.9 million on the same basis in the prior year
period.  The decline is primarily attributable to lower sales.  
The benefits of increased manufacturing efficiency were greater
than the impact of cost inflation in the period.

Wood Flooring net sales of US$217.2 million in the current
quarter declined 1% from US$220.2 million in the prior year as
weakness in the U.S. housing markets drove volume declines in
both engineered and solid wood floors.  Reported operating
income of US$16.5 million in the quarter was below the US$25.7
million reported in the third quarter of 2005.  The reduction in
operating income was due to the sales volume decline combined
with higher lumber prices and increased promotional spending.  
Production costs improved during the period.

Textiles and Sports Flooring net sales in the third quarter of
2006 increased to US$86.3 million from US$79.7 million.  
Excluding the effects of favorable foreign exchange rates of
US$3.9 million, sales grew 3% primarily on higher volume in
carpet tiles and better price realization in broadloom carpet.  
Reported operating income of US$4.2 million in 2006 increased
from US$3.2 million in 2005 on the growth in sales.

Building Products net sales of US$304.5 million in the current
quarter increased from US$268.2 million in the prior year.
Excluding the effects of favorable foreign exchange rates of
US$5 million, sales increased by 12% primarily due to price
increases made to offset inflationary pressures, and improved
product mix in both the U.S. and European markets.  Volume
increased in North America and the Pacific Rim.  Reported
operating income increased to US$59.7 million from operating
income of US$43.1 million in the third quarter of 2005.  The
growth was driven by improved price realization, better product
mix and increased equity earnings in WAVE.

Cabinet net sales in the third quarter of 2006 of US$60.8
million increased 6% from US$57.4 million in 2005 on higher
selling prices and improved product mix.  Volume decreased
slightly.  Reported operating income for the third quarter of
US$3.8 million improved from the prior year's US$300,000
operating loss, primarily driven by the sales growth, and lower
SG&A spending.

                       Year-to-Date Results

For the nine-month period ending Sept. 30, 2006, net sales were
US$2.795 billion compared with US$2.696 billion reported for the
first nine months of 2005.  Excluding the US$10.4 million impact
from unfavorable foreign exchange rates, net sales increased by
4%.  The sales growth was due to improved price and product mix
on flat volume, and all segments grew sales except Resilient
Flooring.

Operating income in the first nine months of 2006 was
US$188.1 million compared with operating income of US$110.2
million for the same period in 2005.  Adjusted operating income
of US$209.9 million increased 59% compared with adjusted
operating income of US$131.9 million in the prior year period.  
The improvement in operating income was primarily due to higher
sales, improved manufacturing productivity and reduced SG&A
expenses.

                             Outlook

For the fourth quarter of 2006, the Company expects commercial
markets are expected to remain strong, while the decline in the
U.S. housing market will continue to reduce volumes in its
residential businesses.  On a consolidated basis, improved
prices are anticipated to continue to offset cost inflation, and
reductions in direct manufacturing costs are expected to be
sustained.

The Company disclosed that due to fresh start reporting
adjustments associated with its Oct. 2, 2006, emergence from
Chapter 11, reported fourth quarter operating income will not be
comparable to prior periods.

A full-text copy of AWI's Third Quarter 2006 Financial Report
may be viewed at no charge at
http://ResearchArchives.com/t/s?148d

Based in Lancaster, Pennsylvania, Armstrong World Industries,
Inc. -- http://www.armstrong.com/-- the major operating  
subsidiary of Armstrong Holdings, Inc., designs, manufactures
and sells interior floor coverings and ceiling systems, around
the world, including Belgium and Sweden.
                                     
The company and its affiliates filed for chapter 11 protection
on December 6, 2000 (Bankr. Del. Case No. 00-04469).
StephenKarotkin, Esq., at Weil, Gotshal & Manges LLP, and
Russell C.Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The
company and its affiliates tapped the Feinberg Group for
analysis, evaluation, and treatment of personal injury asbestos
claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured
Creditors. The Creditors Committee tapped Houlihan Lokey for
financial and investment advice.  The Official Committee of
Asbestos Personal Injury Claimant hired Ashby & Geddes as
counsel.

The Bankruptcy Court confirmed AWI's plan on Nov. 18, 2003.  The
District Court Judge Robreno confirmed AWI's Modified Plan on
Aug. 14, 2006.  The Clerk entered the formal written
confirmation order on Aug. 18, 2006.  The company's "Fourth
Amended Plan of Reorganization, as Modified," has become
effective and AWI has emerged from Chapter 11.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Armstrong World Industries Inc. to 'BB' from 'D',
following the Company's emergence from bankruptcy on Oct. 2,
2006.  S&P said the outlook is stable.


ARMSTRONG WORLD: 7 Directors Own 8,183 Phantom Stock Units Each
---------------------------------------------------------------
In separate Form 4 filings with the U.S. Securities and Exchange
Commission, seven directors of Armstrong World Industries, Inc.,
disclosed that each of them directly owns 8,183 units of Phantom
Stock pursuant to AWI's 2006 Phantom Stock Unit Plan.

The Directors are James J. Gaffney, Robert C. Garland, Judith R.
Haberkorn, Russell F. Peppet, Arthur J. Pergament, John Joseph
Roberts, and Alexander M. Sanders, Jr.

Of the 8,183 Phantom Stock Units, 2,183 units will vest on the
earlier date of the award's one-year anniversary or the date of
any change in control, while the other 6,000 units will vest in
one-thirds on the first, second and third anniversaries of the
award or if earlier, upon the date of any change in control.

The Phantom Stock Units will expire on the earlier of (i) the
six-month anniversary of the director's separation from service
for any reason other than removal for cause or (ii) the date of
any change in control.

Based in Lancaster, Pennsylvania, Armstrong World Industries,
Inc. -- http://www.armstrong.com/-- the major operating  
subsidiary of Armstrong Holdings, Inc., designs, manufactures
and sells interior floor coverings and ceiling systems, around
the world, including Belgium and Sweden.
                                     
The company and its affiliates filed for chapter 11 protection
on December 6, 2000 (Bankr. Del. Case No. 00-04469).
StephenKarotkin, Esq., at Weil, Gotshal & Manges LLP, and
Russell C.Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The
company and its affiliates tapped the Feinberg Group for
analysis, evaluation, and treatment of personal injury asbestos
claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured
Creditors. The Creditors Committee tapped Houlihan Lokey for
financial and investment advice.  The Official Committee of
Asbestos Personal Injury Claimant hired Ashby & Geddes as
counsel.

The Bankruptcy Court confirmed AWI's plan on Nov. 18, 2003.  The
District Court Judge Robreno confirmed AWI's Modified Plan on
Aug. 14, 2006.  The Clerk entered the formal written
confirmation order on Aug. 18, 2006.  The company's "Fourth
Amended Plan of Reorganization, as Modified," has become
effective and AWI has emerged from Chapter 11.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Armstrong World Industries Inc. to 'BB' from 'D',
following the Company's emergence from bankruptcy on Oct. 2,
2006.  S&P said the outlook is stable.


GOODYEAR TIRE: S&P Rates US$1 Billion Debentures at 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' ratings to
Goodyear Tire & Rubber Co.'s US$500 million floating rate senior
notes due 2009 and its US$500 million fixed rate senior notes
due 2011, and placed the ratings on CreditWatch with negative
implications.

Goodyear's 'B+' corporate credit and other ratings remain on
CreditWatch with negative implications where they were placed
Oct. 16, 2006, because of the potential for business disruptions
and earnings pressures that could result from the ongoing labor
dispute at most of the company's North American tire plants.  
Pro forma for the new debt issues, Goodyear will have total debt
of about US$14 billion.

Proceeds from the new debt issues will be used:

   -- to refinance US$515 million of debt due in the next six
      months; and

   -- for general corporate purposes.  

The new capital will raise Goodyear's already high debt levels,
but will improve liquidity by increasing the company's current
US$2.3 billion cash position, while its U.S. salaried workforce
remains on strike.  Goodyear is ramping up production at the
striking plants using salaried and replacement workers.  But the
company's accounts receivable and inventory balances may shrink
in the coming months, which could force a partial reduction in
borrowings outstanding under its fully utilized US$1.5 billion
asset-based revolving credit facility.  A portion of the debt
proceeds could also be used to partially fund a proposed US$660
million VEBA trust to provide retiree health care benefits for
its U.S. unionized workforce.


VOLKSWAGEN AG: Shifting Golf Production From Belgium to Germany
---------------------------------------------------------------
Volkswagen AG plans to halt production of its Golf model at its
Belgian plant, which could affect 3,500 jobs in Brussels,
Constant Brand reports for The Associated Press.

According to the report, Volkswagen will transfer the production
of its Golf models to Germany, in an effort to cut output in
Western Europe due to decreasing demand.

Volkswagen spokeswoman Evelyne Helin told The Associated Press
that 1,500 jobs could be saved out of the 5,300 at the assembly
plant in Brussels noting that it "is not a firm figure," Ms.
Helin disclosed.

Ms. Helin said the Brussels factory currently produces 204,000
vehicles per year, 190,000 of which are Golf models.

"This is a black day, certainly the worst in my 23 years at
Volkswagen," Pascal Van Cauwenberghe, an official of the ACV
union, told Bloomberg in a telephone interview.  "Volkswagen
Brussels is headed for a quiet death."

"You have got to add another 3,000 or 4,000 jobs being cut at
subcontractors," Van Cauwenberghe told Bloomberg, who estimated
they employ some 8,000 people.  The cuts are a "total
catastrophe" for local workers, he added.

"I'm shocked that national reasons lie behind this decision,"
Prime Minister Guy Verhofstadt was quoted by AP as saying.  He
encouraged workers to remain calm and await word on what
opportunities might still exist in the Volkswagen operation.

The European Union said Belgium could apply for EU aid to help
retrain workers, AP relates.  

"We are aware of the challenging effect that any large-scale
redundancy with Volkswagen can have for the Brussels region," EU
spokeswoman Katharina Von Schnurbein told AP.

Volkswagen aims to keep 1,500 workers at the plant, enough to
build the Polo car, Harwig von Sass, a Volkswagen spokesman told
Bloomberg News.  He added that negotiations with the local union
are still ongoing and a decision is yet to be concluded.

As previously reported in the TCR-Europe, outgoing CEO Bernd
Pischetsrieder, who began VW's restructuring efforts, planned to
increase pretax profit to EUR5.1 billion in 2008 from EUR1.1
billion in 2004.  The company agreed on a 34-hour workweek with
unions in September.  

Mr. Pischetrieder tried to decrease spending on labor and reduce
Volkswagen's global workforce by eliminating some 20,000 German
jobs.

As previously reported, Martin Winterkorn, Volkswagen's incoming
chief executive, aimed to beat the carmaker's 2008 profit target
as the company introduces new models and cuts costs.  

Headquartered in Wolfsburg, Germany, the Volkswagen Group --
http://www.volkswagen.de/-- is one of the world's leading  
automobile manufacturers and the largest carmaker in Europe.
With 47 production plants in eleven European countries and a
further seven countries in the Americas, Asia and Africa,
Volkswagen has more than 343,000 employees producing over 21,500
vehicles or are involved in vehicle-related services on every
working day.

                        *    *    *

Volkswagen has been carrying out measures to cut costs and raise
profits, which could affect up to 30,000 jobs.  The potential
job cuts represent about a third of the carmaker's workforce and
three times higher than initial estimates made by Chief
Executive Bernd Pischetsrieder and Volkswagen brand head,
Wolfgang Bernhard.

In November last year, Volkswagen maintained its 2005 earnings
guidance amid rumors it may lower targets.  The company predicts
a year-on-year improvement in both operating profit after
special items and profit before tax this year.  Rumors flew that
the company would slash full-year earnings forecast due to
higher restructuring costs.  The company said the impact of its
workforce reduction measures, which will be charged as special
items in the fourth quarter, will be lower than last year's.

The company also admitted there were no significant improvements
in the economic environment in the first nine months of 2005,
and the overall situation in the important automotive markets
remained difficult.  It also expected tougher competition in the
Chinese and U.S. markets, and the rise in fuel prices to
influence consumer confidence.


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


LEAR CORP: S&P Assigns B- Ratings on US$300-Mln Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' ratings to
Lear Corp.'s US$300 million senior notes due 2013 and its
US$400 million senior notes due 2016.

Lear's 'B+' corporate credit and other ratings were affirmed.
The outlook is negative.  The Southfield, Mich.-based global
automotive supplier has total debt of about US$3.7 billion,
including the present value of operating leases and underfunded
employee benefit liabilities.

Proceeds from the new debt issues will be used to refinance
US$300 million of debt coming due in 2008, and a portion of
Lear's US$600 million of debt due in 2009.

"We consider the debt refinancing to be a credit-neutral event.
Lear's financing costs will likely increase, as interest rates
on the new debt issues are expected to exceed those of the debt
being refinanced.  But Lear will improve its financial
flexibility by extending debt maturities amid continuing
uncertainty in the cyclical automotive industry," said Standard
& Poor's credit analyst Martin King.

Pro forma for the transactions, Lear will have virtually no debt
maturities for 2007 and 2008.  The ratings reflect Lear's
depressed operating performance caused by severe industry
pressures, which have caused credit protection measures to
weaken dramatically in the past two years.  In addition, the
company has a weak business profile because of its heavy
exposure to automotive customers and product segments that are
losing market share.  More favorably, Lear has strong
market positions, good growth prospects outside of North
America, and fair financial flexibility.

Lear has reported improved results during the first nine months
of 2006, following a very poor performance during 2005 when
full-year EBITDA fell by 35%.  Core operating earnings, as
defined by Lear to exclude restructuring costs and special
charges, have increased by 40%, but still remain at relatively
low levels.  EBIT and margins in Lear's seating unit have
improved, but are down in its electronic and electrical unit
because of high commodity costs and price reductions.  The
company's interiors unit continues to generate large losses
because of high commodity costs and low volumes.


LUCENT TECH: Reserves US$284 Mln for Winstar Contract Dispute
-------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Lucent Technologies Inc. reported it has set aside a
contingency fund totaling US$284 million in connection with its
breach of contract litigation against Winstar Communications
LLC.

David W. Hitchcock, Lucent's corporate controller, said the
company recognized the US$284 million as a charge in its 2006
financial statements:

    * US$278 million charge -- including related interest and
      other costs of around US$34 million -- in the first
      quarter of fiscal 2006; and

    * US$6 million charge for post-judgment interest during the
      nine months ended June 30, 2006.

Cash, totaling US$311 million, was used to collateralize a
letter of credit that was issued during the second quarter of
fiscal 2006 in connection with the litigation, Mr. Hitchcock
adds.

Mr. Hitchcock said additional charges for post-judgment interest
will be recognized in subsequent periods until the dispute is
resolved.

                    Attempt to Settle Dispute

In an attempt to settle the dispute between Christine C.
Shubert, the Chapter 7 Trustee of Winstar Communications, Inc.,
et al.; and Lucent Technologies, Inc., District Court Judge
Joseph J. Farnan appointed as mediator, Ian Connor Bifferato,
Esq., at Bifferato, Gentilotti, Biden & Balick, in Wilmington,
Delaware.

The Appeal, including briefing, was held in abeyance pending the
mediation.

Mr. Bifferato met with the parties on May 8, 2006, for a
mediation session, but the parties did not settle.  As a result,
Lucent and Winstar proceeded with the briefing on the Appeal.

                        Parties File Briefs

(A) Lucent

Lucent Technologies sought authority from the U.S. District
Court for the District of Delaware to reverse the Bankruptcy
Court's rulings relating to the Trustee's preference claim,
subcontract claim, and equitable subordination claim.

According to James M. Madron, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, the decisions of the
Bankruptcy Court can only be understood against the backdrop of
the rapid rise and fall of the telecommunications sector -- the
bursting of the 1990s telecom bubble.

Winstar was one of many telecommunications companies founded in
1990 that sought to build a global broadband network to provide
high-speed telecommunications services to business customers.

Following the passage of the Telecommunications Act of 1996,
which deregulated the industry, capital flooded into that sector
of the economy, Mr. Madron relates.  At that time, many
companies racked up huge debts laying redundant fiber-optic
cables over the same city-to-city routes on the mistaken -- and,
in retrospect, wildly unrealistic -- assumption that demand
would keep pace.

Because much of the investment was vendor-financed,
manufacturersincluding Lucent, Nortel, Motorola, Alcatel and
Cisco, lent billions of dollars to the telecom companies that
purchased their equipment, Mr. Madron says.  But when the demand
for telecom services did not match expectations, competition in
various markets across the industry and "vicious" price wars
ensued, driving down overall industry and individual company
revenues.

As some telecom companies began to fail and enter bankruptcy,
others resorted to fraud and deception to mask those core
fundamental problems facing their companies, Mr. Madron says.  
"Some went so far in their deception to not only mask failure,
but to inflate, artificially, revenue growth -- to make it look
like the dream was real," he adds.

Winstar's bankruptcy case arises from that environment, Mr.
Madron tells the District Court.  During the heady days of the
telecommunications boom, Winstar and Lucent entered into
agreements intended to create a mutually beneficial strategic
relationship.

In the course of that relationship, Lucent and Winstar
concededly engaged in some of misconduct, Mr. Madron says.  As
the telecom sector was collapsing, the parties' relationship
deteriorated.

When Winstar ultimately filed for bankruptcy, it sued Lucent
for, among others, breach of contract.

Subsequently, the bankruptcy case was converted to Chapter 7.  
The Trustee, Ms. Shubert, took over the action, adding a new
claim -- that Lucent received an improper preferential payment
from Winstar prior to the bankruptcy.

The Trustee's case focuses heavily on the allegations of
corporate misconduct that she leveled against Lucent, Mr. Madron
notes.  Neither the preference statute nor state contract law,
however, is intended to provide a remedy for claims of improper
accounting or other financial irregularities, Mr. Madron argues.
Losing sight of that fact, the Bankruptcy Court made the
fundamental error of allowing its distaste for Lucent's conduct
to override its obligation to follow governing law, Mr. Madron
says.  In so doing, he continues, the Bankruptcy Court upset
previously settled principles that are critical to commercial
lending.

The Bankruptcy Court's errors will thus have serious adverse
consequences, not only for Lucent, but also for any party doing
business with companies that may seek bankruptcy protection in
Delaware, Mr. Madron asserts.

Mr. Madron notes that Lucent was not an "insider" of Winstar.
The Bankruptcy Court, among other things, applied the wrong
standard in concluding that Lucent was a "person in control" of
Winstar, Mr. Madron argues.

Winstar's payment in December 2000 to Lucent was not a transfer
of the Debtors' property because it came from earmarked funds,
from a loan that Winstar contracted with Siemens, Mr. Madron
contends.  Lucent says it is entitled to a new value defense
because it provided Winstar new value in the form of equipment
and related services.

Moreover, Lucent did not breach any obligation to Winstar's
subsidiary, Winstar Wireless, Inc., under a March 1999
subcontract, Mr. Madron argues.  Additionally, he says, the
Bankruptcy Court erred in equitably subordinating Lucent's
claims by relying on the erroneous conclusion that Lucent was an
insider of Winstar, and by improperly disregarding the
Bankruptcy Code.

A full-text copy of Lucent's Opening Brief on the Appeal is
available for free at http://ResearchArchives.com/t/s?1566

Because of the complexity of the issues of law involved, Lucent
also sought permission from the District Court to conduct an
oral argument on the case.

(B) Winstar

Lucent is changing its strategy and concedes that it engaged in
"misconduct" and "suspect" transactions, but does specify the
facts underlying that "misconduct" and those "suspect"
transactions, Sheldon K. Rennie, Esq., at Fox Rothschild LLP, in
Wilmington, Delaware, points out, on behalf of the Chapter 7
Trustee.

Mr. Rennie says these facts are at the heart of the Bankruptcy
Court's insider determination -- "a series of last minute,
massive end of quarter sales and related conduct in which Lucent
repeatedly caused Winstar to do Lucent's bidding, including
participation in numerous schemes and outright fraud to create
hundreds of millions of dollars of fake revenue so that Lucent
could appear to be more profitable than it was."

What began as a "strategic partnership" to benefit both parties
degenerated into a relationship in which the much larger company
-- Lucent -- bullied and threatened the smaller company --
Winstar -- into taking actions that were designed to benefit the
larger at the expense of the smaller, Mr. Rennie points out.

Hence, the Trustee sought authority from the District Court to
affirm in all respects the Bankruptcy Court's findings regarding
the Preferential Claim.  The Bankruptcy Court, according to Mr.
Rennie, found that Winstar satisfied both:

     (i) the statutory definition that Lucent was a "person in
         control" of Winstar; and

    (ii) the non-statutory test, by finding that Lucent and
         Winstar did not deal at arm's length.

Regardless of which test is applied, insider status is
determined
case-by-case, by a "fact-intensive" inquiry into the closeness
of
the relationship, Mr. Rennie points out.

The December 2000 Transfer was not earmarked for Lucent, Mr.
Rennie argues.  The parties agree that to establish an
earmarking
defense, there must be:

    (1) an agreement between the new lender -- Siemens -- and
        Winstar that the loan funds would be used exclusively to
        pay a specified antecedent debt;

    (2) performance of the agreement in accordance with its
        terms; and

    (3) no diminution of Winstar's estate as a result of the
        transaction.

Mr. Rennie asserts that Siemens did not require Winstar to use
the Siemens funds to pay Lucent.  Instead, the Siemens loan was
to be used as Winstar's working capital.  In addition, Mr.
Rennie continues, Lucent waived the earmarking defense by
failing to raise it in its answer or in the pre-trial
memorandum.

According to Mr. Rennie, the Bankruptcy Court properly rejected
Lucent's new value defense under Section 547(C)(4) of the
Bankruptcy Code because Lucent failed to prove that it provided
to Winstar new value for goods and related services after Dec.
7, 2000, and that the new value was unsecured.

The Trustee sought permission from the District Court to affirm
the Bankruptcy Court's decision equitably subordinating Lucent's
claims due Lucent's breach of the Wireless Subcontract.

A full-text copy of the Trustee's Brief in Opposition of
Lucent's Appeal is available for free at:

              http://ResearchArchives.com/t/s?1567

                         Lucent's Reply

Neither the bankruptcy preference statute nor the New York
contract law provides a remedy for allegations of securities
fraud that lie at the heart of the Trustee's story, Mr. Madron
reiterates.

A creditor is not a "person in control" unless it exercised
actual managerial control over the debtors' business affairs,
Mr. Madron asserts.  The Bankruptcy Court nevertheless
erroneously concluded that Lucent "controlled" Winstar even
though the two companies were managed by separate and
independent directors and officers, Mr. Madron points out.

The question on the Appeal focuses on whether the particular
laws under which the Trustee has asserted her claims -- the
Bankruptcy Code and the New York contract law -- gave it the
relief, which the Bankruptcy Court has granted.  The Bankruptcy
Code and the New York contract law, Mr. Madron insists, cannot
provide that relief to the Trustee.

The Trustee's efforts to defend the Bankruptcy Court's faulty
reasoning fail and her arguments are contradicting, Mr. Madron
points out.  Moreover, the standard of review for the Appeal
does not depend on the subject matter of the claim, but only on
the nature of the Bankruptcy Court's conclusions, Mr. Madron
says.

The Bankruptcy Court's conclusions of law and its application of
law to facts must be reviewed de novo regardless of the subject
matter, Mr. Madron further asserts.

A full-text copy of Lucent's Reply Brief is available for free
at: http://ResearchArchives.com/t/s?1568

                          About Winstar

Headquartered in New York, New York, Winstar Communications,
Inc., provides broadband services to business customers.  The
Company and its debtor-affiliates filed for chapter 11
protection on April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430
through 01-01462). The Debtors obtained the Court's approval
converting their case to a chapter 7 liquidation proceeding in
January 2002.

Christine C. Shubert serves as the Debtors' chapter 7 trustee.
When the Debtors filed for bankruptcy, they listed
US$4,975,437,068 in total assets and US$4,994,467,530 in total
debts.

                   About Lucent Technologies

Based in Murray Hill, New Jersey, Lucent Technologies Inc.
(NYSE: LU) -- http://www.lucent.com/-- designs and delivers  
the systems, services and software that drive next-generation
communications networks.  Backed by Bell Labs research and
development, Lucent uses its strengths in mobility, optical,
software, data and voice networking technologies, as well as
services, to create new revenue-generating opportunities for its
customers, while enabling them to quickly deploy and better
manage their networks.  Lucent's customer base includes
communications service providers, governments and enterprises
worldwide.

Lucent also operates in Austria, Belgium, China, Czech republic,
Denmark, France, Germany, India, Ireland, Japan, Korean, Brazil,
CIS, the Netherlands, Poland, Slovak Republic, Spain, Sweden,
Switzerland, Russia, and the United Kingdom.

                          *     *     *

In November 2006, Standard & Poor's Ratings Services said that
its 'BB' long-term corporate credit rating on France-based
Alcatel and its 'B' long-term corporate credit rating on U.S.-
based Lucent Technologies Inc. remain on CreditWatch with
negative and positive implications, respectively, where they
were placed on March 24 on news of the two telecoms equipment
makers' plans to merge.

The ratings will remain on CreditWatch until completion of the
merger and clarification of the ranking and support mechanisms
for the various debt classes within the merged group's capital
structure.  The ratings on the individual debt issues of each
company will be clarified at that time.

Standard & Poor's 'B' and 'B-1' short-term corporate ratings on
Alcatel and Lucent, respectively, are not on CreditWatch and
remain unchanged.

In April 2006, Moody's Investors Service placed Lucent's B1
corporate family rating, B1 senior unsecured rating, B3
subordinated rating, and B3 trust preferred rating under review
for possible upgrade following the company's announcement of a
definitive merger agreement with Alcatel.


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


ANDREAS PUFAHL: Claims Registration Ends December 1
---------------------------------------------------
Creditors of Andreas Pufahl Spedition GmbH & Co.KG have until
Dec. 1 to register their claims with court-appointed provisional
administrator Norbert Kuepper.

Creditors and other interested parties are encouraged to attend
the meeting at 9:00 a.m. on Dec. 22, 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 Muenster
         Meeting Room 101 B
         1st Floor
         Gerichtsstr. 2-6
         48149 Muenster, 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 Muenster opened bankruptcy proceedings
against Andreas Pufahl Spedition GmbH & Co.KG on Oct. 1.  
Consequently, all pending proceedings against the company have
been automatically stayed.

The Debtor can be contacted at:

         Andreas Pufahl Spedition GmbH & Co.KG
         Buschkamp 13-15
         48324 Sendenhorst, Germany

         Attn: Andreas Pufahl, Manager
         Drosselgasse 8
         48324 Sendenhorst, Germany

The administrator can be contacted at:

         Dr. Norbert Kuepper
         Paderborner Str. 11
         33415 Verl, Germany


ATLAS HAUSTECHNIK: Claims Registration Ends December 1
------------------------------------------------------
Creditors of Atlas Haustechnik GmbH have until Dec. 1 to
register their claims with court-appointed provisional
administrator Andreas Kienast.

Creditors and other interested parties are encouraged to attend
the meeting at 2:30 p.m. on Dec. 19, 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 Stendal
         Hall 411
         Judicial Center "Albrecht der Bar"
         Scharnhorststrasse 40
         39576 Stendal, 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 Stendal opened bankruptcy proceedings
against Atlas Haustechnik GmbH on Oct. 17.  Consequently, all
pending proceedings against the company have been automatically
stayed.

The Debtor can be contacted at:

         Atlas Haustechnik GmbH
         Attn: S. Kleinau, Manager
         Herrenkrugstrasse 14
         39175 Biederitz, Germany

The administrator can be contacted at:

         Andreas Kienast
         Lennestrasse 10
         D-39112 Magdeburg, Germany
         Tel: 0391/59733-0
         Fax: 0391/5973333


BODEN GESELLSCHAFT: Claims Registration Ends November 29
--------------------------------------------------------
Creditors of Boden Gesellschaft fuer Grundstuecksentwicklung und
-verwertung mbH have until Nov. 29 to register their claims with
court-appointed provisional administrator Juergen D. Spliedt.

Creditors and other interested parties are encouraged to attend
the meeting at 9:00 a.m. on Jan. 10, 2007, 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 Potsdam
         Hall 301
         3rd Floor
         Branch Linden Road 6
         14467 Potsdam, 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 Potsdam opened bankruptcy proceedings
against Boden Gesellschaft fuer Grundstuecksentwicklung und -
verwertung mbH on Oct. 18.  Consequently, all pending
proceedings against the company have been automatically stayed.

The Debtor can be contacted at:

         Boden Gesellschaft fuer Grundstuecksentwicklung
         und -verwertung mbH
         Schlossstrasse 12
         14467 Potsdam, Germany

         Attn: Mario Karras, Manager
         Schmiedestrasse 1 A
         14554 Seddiner, Germany

The administrator can be contacted at:

         Dr. Juergen D. Spliedt
         Uhlandstrasse 165/166
         10719 Berlin, Germany


BROECKER MOEBEL: Claims Registration Ends December 1
----------------------------------------------------
Creditors of Broecker Moebel GmbH have until Dec. 1 to register
their claims with court-appointed provisional administrator
Norbert Kuepper.

Creditors and other interested parties are encouraged to attend
the meeting at 9:45 a.m. on Dec. 22, 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 Muenster
         Meeting Room 101 B
         1st Floor
         Gerichtsstr. 2-6
         48149 Muenster, 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 Muenster opened bankruptcy proceedings
against Broecker Moebel GmbH on Oct. 1.  Consequently, all
pending proceedings against the company have been automatically
stayed.

The Debtor can be contacted at:

         Broecker Moebel GmbH
         Linzel 15
         59302 Oelde-Stromberg, Germany

         Attn: Heinrich Pospiech, Manager
         Buschstrasse 8
         33449 Langenberg, Germany

         Heinrich Bonkamp, Manager
         Koentrup 4
         59320 Ennigerloh, Germany

The administrator can be contacted at:

         Dr. Norbert Kuepper
         Paderborner Str. 11
         33415 Verl, Germany


DEKO WERBUNG: Creditors' Meeting Slated for November 30
-------------------------------------------------------
The court-appointed provisional administrator for deko werbung
marketing GmbH, Frank-Michael Rhode, will present his first
report on the Company's insolvency proceedings at a creditors'
meeting at 9:30 a.m. on Nov. 30.

The meeting of creditors and other interested parties will be
held at:

         The District Court of Bremen
         Hall 115
         Court House (New Building)
         Ostertorstr. 25-31
         28195 Bremen, Germany

The Court will also verify the claims set out in the
administrator's report at 9:30 a.m. on Feb. 22, 2007, at the
same venue.

Creditors have until Jan. 9, 2007, to register their claims with
the court-appointed provisional administrator.

The District Court of Bremen opened bankruptcy proceedings
against deko werbung marketing GmbH on Oct. 16.  Consequently,
all pending proceedings against the company have been
automatically stayed.

The Debtor can be reached at:

         deko werbung marketing GmbH
         Attn: Rolf Herbert Uwe Metlik, Manager
         Osterfeuerberger Ring 8a
         28219 Bremen, Germany

The administrator can be reached at:

         Frank-Michael Rhode
         Graf-Moltke-Str. 62
         28211 Bremen, Germany
         Tel: 0421/3485212/213
         Fax: 0421/341078
         Web: http://www.rhode.de/
         E-mail: info@rhode.de


JENOPTIK AG: Fitch Changes Outlook to Positive & Keeps B Ratings
----------------------------------------------------------------
Fitch Ratings changed German industrial-technology group
Jenoptik AG's Outlook to Positive from Stable.  

At the same time, the agency affirmed the group's Issuer Default
rating and Short-term rating at B.  Fitch upgraded Jenoptik's
senior unsecured rating to B+ from B and its Recovery rating to
RR3 from RR4.

The Outlook revision reflects Fitch's expectation that Jenoptik
will continue to de-leverage its balance sheet and improve its
financial profile, with a resulting decrease in interest
expenses and an improvement in coverage ratios.  Furthermore,
Fitch expects that the company will continue to stabilize its
margins and grow its photonics business.

The upgrade to B+ and RR3 for the senior unsecured notes
reflects above-average recovery prospects in the event of
financial distress.  This is based on a high going-concern value
against reduced gross debt since FYE05 and Jenoptik's limited
secured debt.

The ratings reflect Jenoptik's focus on the higher-margin
photonics business after the exit from the Clean Systems
division, which changed its business and financial profiles
significantly.  The ratings are underpinned by Jenoptik's
leading market positions in certain segments and fast-growing
niche markets in the cyclical and partly fragmented photonics
industry.

With world-leading proprietary technologies in some of its
activities, the company is well positioned to benefit from the
growth trends in this industry.  While geographical coverage is
still concentrated mainly in Europe, especially in Germany, this
is partly offset by the company's strong customer diversity and
the various end-markets supplied.  

The ratings are challenged by Jenoptik's weak cash flow
generation resulting from still high gross debt and sizeable
capital expenditure requirements, its high leverage ratios of
5.8x and 3.6x and overall reduced financial flexibility
following the sale of Clean Systems.

As of June 30, 2006, Jenoptik had about EUR114 million committed
credit lines, of which about EUR29 million were unused.  At end-
Q3 FY06 Jenoptik had cash and cash equivalents of EUR158.4
million, of which about EUR150 million were paid into a
trustee's account to repay a high-yield bond in FY07.

At end-nine months FY06 Jenoptik's lease-adjusted total debt
amounted to EUR422 million, down from EUR439 million at FYE05.
Based on Fitch's preliminary calculations, funds from operations
adjusted leverage will slightly exceed 8x at FYE06, before
falling to below 4x in FY07 with the high-yield bond repayment.

The 4x FFO adjusted leverage factors in the significantly
reduced interest expenses with the reduction in gross debt.
Total net adjusted debt-to-EBITDAR is currently around 3.6x and
would gradually decrease to below 3x in FY07 under this
scenario.  FFO coverage of net interest expenses of about 4x at
FYE06 and the above mentioned ratios are viewed as comfortable
for the rating level.

Jenoptik is a Germany-based industrial-technology group, which
after the sale of its Clean Systems division, now focuses on the
remaining photonics division, an electro optic and mechanical
systems business.  The segment generated revenues of EUR401
million in FY05 and EBITDA of EUR59.4 million.


LUEFTUNG-KLIMA: Claims Registration Ends December 1
---------------------------------------------------
Creditors of Lueftung-Klima-Datentechnik LYTHERM GmbH have until
Dec. 1 to register their claims with court-appointed provisional
administrator Hans-Peter Rechel.

Creditors and other interested parties are encouraged to attend
the meeting at 3:00 p.m. on Dec. 19, 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 Stendal
         Hall 411
         Judicial Center "Albrecht der Bar"
         Scharnhorststrasse 40
         39576 Stendal, 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 Stendal opened bankruptcy proceedings
against Lueftung-Klima-Datentechnik LYTHERM GmbH on Oct. 17.  
Consequently, all pending proceedings against the company have
been automatically stayed.

The Debtor can be contacted at:

         Lueftung-Klima-Datentechnik LYTHERM GmbH
         Langestr. 16
         39596 Eichstedt, Germany

         Attn: Eberhard Christian Lyttek, Manager
         Krahenbusch 6
         59399 Olfen, Germany

The administrator can be contacted at:

         Hans-Peter Rechel
         Lehmweg 17
         D-20251 Hamburg, Germany
         Tel: 040/4806390
         Fax: 040/48063999


NEQ GMBH: Claims Registration Ends November 30
----------------------------------------------
Creditors of NEQ GmbH have until Nov. 30 to register their
claims with court-appointed provisional administrator Christoph
Schulte-Kaubruegger.

Creditors and other interested parties are encouraged to attend
the meeting at 9:00 a.m. on Jan. 11, 2007, 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 Dortmund
         Hall 3.201
         2nd Floor
         Court Place 1
         44135 Dortmund, 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 Dortmund opened bankruptcy proceedings
against NEQ GmbH on Oct. 13.  Consequently, all pending
proceedings against the company have been automatically stayed.

The Debtor can be contacted at:

         NEQ GmbH
         Dorotheenstr. 52
         59425 Unna, Germany

         Attn: Waldemar Nemitz, Manager
         Muehle 20
         59427 Unna, Germany

The administrator can be contacted at:

         Dr. Christoph Schulte-Kaubruegger
         Rheinlanddamm 199
         44139 Dortmund, Germany


NIGHTHAWKS PICTURES: Creditors' Meeting Slated for November 30
--------------------------------------------------------------
The court-appointed provisional administrator for Nighthawks
Pictures GmbH & Co. KG, Rolf Rattunde, will present his first
report on the Company's insolvency proceedings at a creditors'
meeting at 10:15 a.m. on Nov. 30.

The meeting of creditors and other interested parties will be
held at:

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

The Court will also verify the claims set out in the
administrator's report at 10:05 a.m. on March 8, 2007, at the
same venue.

Creditors have until Jan. 11, 2007 to register their claims with
the court-appointed provisional administrator.

The District Court of Charlottenburg opened bankruptcy
proceedings against Nighthawks Pictures GmbH & Co. KG on
Oct. 18.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         Nighthawks Pictures GmbH & Co. KG
         Friedrichstrasse 171
         10117 Berlin, Germany

         Attn: Thomas Toth, Manager
         Planstrasse W
         Hausnummer 5, 13088 Berlin, Germany

The administrator can be reached at:

         Rolf Rattunde
         Kurfuerstendamm 212
         10719 Berlin, Germany


PABST ELEKTROTECHNIK: Creditors' Meeting Slated for November 30
---------------------------------------------------------------
The court-appointed provisional administrator for Pabst
Elektrotechnik GmbH, Klaus Thiery, will present his first report
on the Company's insolvency proceedings at a creditors' meeting
at 11:30 a.m. on Nov. 30.

The meeting of creditors and other interested parties will be
held at:

         The District Court of Saarbruecken
         Meeting Room 13
         1st Floor
         Branch Office Sulzbach
         Vopeliusstrasse 2
         66280 Sulzbach, Germany

The Court will also verify the claims set out in the
administrator's report at 11:30 a.m. on Jan. 25, 2007, at the
same venue.

Creditors have until Jan. 3, 2007, to register their claims with
the court-appointed provisional administrator.

The District Court of Saarbruecken opened bankruptcy proceedings
against Pabst Elektrotechnik GmbH on Oct. 18.  Consequently, all
pending proceedings against the company have been automatically
stayed.

The Debtor can be reached at:

         Pabst Elektrotechnik GmbH
         Attn: Thomas Pabst, Manager
         Trierer Strasse 37
         66636 Tholey, Germany

The administrator can be reached at:

         Klaus Thiery
         Poststrasse 30
         66687 Wadern, Germany


PORTRAIT CORP: Court Gives Final OK to Berenson's Employment
------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York has issued a final order
allowing Portrait Corporation of America, Inc., and its debtor-
affiliates to employ Berenson & Company, LLC, as their financial
advisor and investment banker.

Judge Hardin ruled, among other things, that the Debtors'
employment of Berenson under the terms of their Amended
Engagement Letter and the Indemnification Agreement is necessary
and in the best interests of the Debtors' estates.

As reported in the Troubled Company Reporter on Sept. 20, 2006,
Berenson & Co will:

    a) review and analyze the Debtors' business operations and
       financial projections;

    b) evaluate the Debtors' potential debt capacity in light of
       their projected cash flows;

    c) assist in the determination of an appropriate capital
       structure for the Debtors;

    d) provide financial advice and assistance to the Debtors in
       developing and obtaining confirmation of a plan of
       reorganization;

    e) advise the Debtors on tactics and strategies for
       negotiating with various groups of the holders of the
       Debtors' bank debt or debt securities or other claims
       against the Debtors;

    f) advise the Debtors on the timing, nature and terms of any
       new securities, other consideration or other inducements
       to be offered to their Creditors in connection with any
       Restructuring Transaction;

    g) assess the possibilities of bringing in new lenders and
       investors to replace, repay or settle with any of the
       creditors;

    h) provide expert testimony and related litigation support
       services customarily provided by financial advisors with
       respect to any litigation that may arise in connection
       with any Restructuring Transaction;

    i) assist in arranging debtor-in-possession financing or a
       Financing Transaction for the Debtors;

    j) advise the Debtors with respect to the structure of any
       "Transaction," participate in any meetings or
       negotiations relating to a Transaction and advise and
       attend meetings of the Debtors' Board of Directors and
       its committees with respect thereto;

    k) assist the Debtors in preparing any documentation
       required in connection with the implementation of any
       Transaction;

    l) provide testimony in any proceeding before the Bankruptcy
       Court, as necessary, with respect to matters which
       Berenson has been engaged to advise the Debtors; and

    m) provide all other advisory services as customarily in
       connection with the analysis, negotiation and
       implementation of a restructuring transaction similar to
       the Restructuring Transaction and as reasonably requested
       by the Debtors.

The Debtors propose to pay Berenson & Co. a fee of US$125,000
per month plus applicable Sale Transaction, Restructuring
Transaction and Financing Transaction fees, if there are any.

A copy of the engagement agreement outlining the payment terms
for the firm's services is available for free at:

             http://researcharchives.com/t/s?11e6

As part of the overall compensation payable to Berenson under
the terms of the Engagement Letter, the Debtors have agreed to
certain indemnification and contribution obligations as
described in an Indemnification Agreement.  A copy of the
Indemnification Agreement is available for free at:

             http://researcharchives.com/t/s?11e7

The Indemnification Agreement provides that the Debtors will
indemnify and hold harmless Berenson and its affiliates from any
losses, claims, demands, other than for willful misconduct and
gross negligence, which arise out of:

      * actions taken or omitted to be taken by the Debtors or
        actions taken or omitted to be taken by an the firm with
        the Debtors' consent or in conformity with the Debtors'
        actions or omissions; or

      * Berenson's activities on the Debtors' behalf under the
        Engagement Letter.

                     About Portrait Corp

Portrait Corporation of America, Inc. -- http://pcaintl.com/--   
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany and the United Kingdom.  The Company also
operates a modular traveling business providing portrait
photography services in additional retail locations and to
church congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for Chapter
11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case No.
06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' Financial Advisor
and Investment Banker.  Kristopher M. Hansen, Esq., at Stroock &
Stroock & Lavan LLP represents the Official Committee of
Unsecured Creditors.  Peter J. Solomon Company serves as
financial advisor for the Committee.  At June 30, 2006, the
Debtor had total assets of US$153,205,000 and liabilities of
US$372,124,000.


PORTRAIT: Panel Taps Halperin Battaglia as Conflicts Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Portrait
Corporation of America, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
permission to retain Halperin Battaglia Raicht, LLP, as its
conflicts counsel under a general retainer, nunc pro tunc, to
Oct. 16, 2006.

Halperin Battaglia will represent the Committee in the event
that its primary counsel, Stroock & Stroock & Lavan LLP, will
have potential or actual conflicts of interest on matters
arising in the Debtors' bankruptcy cases.

The regular hourly rates for Halperin Battaglia's professionals
ranged from US$395 to US$175 per hour for attorneys, US$125 per
hour for law clerks, and US$100 to US$75 per hour for
paraprofessionals.

Alan D. Halperin, Esq., a member at Halperin Battaglia, assures
the Court that his firm does not hold nor represent any interest
adverse to the Debtors' estate and is a "disinterested person"
within the meaning of section 101(14) of the Bankruptcy Code.

Halperin Battaglia can be reached at:

       Halperin Battaglia Raicht, LLP
       Attn: Alan D. Halperin, Esq.
       555 Madison Avenue, 9th Floor
       New York, NY 10022
       Phone: (212) 765-9100

                     About Portrait Corp

Portrait Corporation of America, Inc. -- http://pcaintl.com/--   
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany and the United Kingdom.  The Company also
operates a modular traveling business providing portrait
photography services in additional retail locations and to
church congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for Chapter
11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case No.
06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' Financial Advisor
and Investment Banker.  Kristopher M. Hansen, Esq., at Stroock &
Stroock & Lavan LLP represents the Official Committee of
Unsecured Creditors.  Peter J. Solomon Company serves as
financial advisor for the Committee.  At June 30, 2006, the
Debtor had total assets of US$153,205,000 and liabilities of
US$372,124,000.


REIMERS IMMOBILIEN: Claims Registration Ends November 30
--------------------------------------------------------
Creditors of Reimers Immobilien GmbH have until Nov. 30 to
register their claims with court-appointed provisional
administrator Martin Maletzky.

Creditors and other interested parties are encouraged to attend
the meeting at 11:15 a.m. on Dec. 22, 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 Neumuenster
         Area B.126
         Law Courts
         Boostedter Road 26
         Neumuenster, 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 Neumuenster opened bankruptcy proceedings
against Reimers Immobilien GmbH on Oct. 16.  Consequently, all
pending proceedings against the company have been automatically
stayed.

The Debtor can be contacted at:

         Reimers Immobilien GmbH
         Attn: Beate Reimers, Manager
         Bimoehler Road 42-44
         24576 Bad Bramstedt, Germany

The administrator can be contacted at:

         Dr. Martin Maletzky
         Hamburger Road 89 a
         24558 Henstedt-Ulzburg, Germany


SEMPER FINANCE: S&P Puts Low-B Ratings to EUR40.1-Million Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
credit ratings to the EUR465.6 million floating-rate credit-
linked notes to be issued by Semper Finance 2006-1 Ltd., a
special purpose entity incorporated in Jersey.
  
This transaction is structured as a synthetic, partially funded
CMBS transaction.  Its purpose is to transfer the credit risk
associated with a pool of 1,773 commercial mortgage loans
secured mainly on multifamily real estate located in eastern
Germany that has been originated by Eurohypo AG or its
predecessors.
  
The reference loan pool amounts to EUR1,850.7 million at cut-off
and is secured by first-ranking and subordinated mortgages. In
total, there are EUR277.1 million of claims of third parties
ranking senior or pari passu to the claims under the reference
loan pool.
  
The notes are secured against "lettres de gage publiques" issued
by EUROHYPO Europaeische Hypothekenbank S.A., which is based in
Luxembourg.
  
                             Ratings List
                     Semper Finance 2006-1 Ltd.
          EUR465.6 Million Floating-Rate Credit-Linked Notes
               
                              Prelim.        Prelim.
               Class          rating         amount (Mil. EUR)
               -----          ------         ------
               A+             AAA            0.5
               A              AAA            138
               B              AA             111.5
               C              A              92.5
               D              BBB            83
               E              BB             32.7
               F              BB-            7.4  


VISTEON CORP: GKN Eyes European & South American Assets
-------------------------------------------------------
GKN plc has entered into exclusive discussions with Visteon
Corp. to explore the possible acquisition of certain Visteon
assets and liabilities in its European and South American
businesses.

These relate exclusively to Visteon's driveline business, which
is conducted at the plants in Duren, Germany, Praszka, Poland,
and Swansea, Wales.  

Driveline assets at Visteon's Arbor plant, Sao Paulo, Brazil are
also included.  Total revenue of these businesses is around
GBP200 million.

A further announcement will be made regarding this possible
transaction when appropriate.

Headquartered in Van Buren Township, Michigan, Visteon Corp.
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive  
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and
services to aftermarket customers.  With corporate offices in
Michigan (U.S.); Shanghai, China; and Kerpen, Germany; the
company has more than 170 facilities in 24 countries and employs
around 50,000 people.

At Sept. 30, 2006 the Company's balance sheet showed total
assets of US$6.721 billion and total liabilities of US$6.823
billionresulting in a total shareholders' deficit of US$102
miilion.  Total shareholders' deficit at Dec. 31, 2005 stood at
US$48 million.

                          *     *     *

Standard & Poor's Ratings Services has lowered its long-term
corporate credit rating on Visteon Corp. to 'B' from 'B+' and
its short-term rating to 'B-3' from 'B-2'.  These actions stem
from the company's weaker-than-expected earnings and cash flow
generation, caused by vehicle production cuts, inefficiencies at
several plant locations, sharply lower aftermarket product
sales, continued pressure from high raw material costs, and
several unusual items that will impact 2006 results.


VOLKSWAGEN AG: Shifting Golf Production From Belgium to Germany
---------------------------------------------------------------
Volkswagen AG plans to halt production of its Golf model at its
Belgian plant, which could affect 3,500 jobs in Brussels,
Constant Brand reports for The Associated Press.

According to the report, Volkswagen will transfer the production
of its Golf models to Germany, in an effort to cut output in
Western Europe due to decreasing demand.

Volkswagen spokeswoman Evelyne Helin told The Associated Press
that 1,500 jobs could be saved out of the 5,300 at the assembly
plant in Brussels noting that it "is not a firm figure," Ms.
Helin disclosed.

Ms. Helin said the Brussels factory currently produces 204,000
vehicles per year, 190,000 of which are Golf models.

"This is a black day, certainly the worst in my 23 years at
Volkswagen," Pascal Van Cauwenberghe, an official of the ACV
union, told Bloomberg in a telephone interview.  "Volkswagen
Brussels is headed for a quiet death."

"You have got to add another 3,000 or 4,000 jobs being cut at
subcontractors," Van Cauwenberghe told Bloomberg, who estimated
they employ some 8,000 people.  The cuts are a "total
catastrophe" for local workers, he added.

"I'm shocked that national reasons lie behind this decision,"
Prime Minister Guy Verhofstadt was quoted by AP as saying.  He
encouraged workers to remain calm and await word on what
opportunities might still exist in the Volkswagen operation.

The European Union said Belgium could apply for EU aid to help
retrain workers, AP relates.  

"We are aware of the challenging effect that any large-scale
redundancy with Volkswagen can have for the Brussels region," EU
spokeswoman Katharina Von Schnurbein told AP.

Volkswagen aims to keep 1,500 workers at the plant, enough to
build the Polo car, Harwig von Sass, a Volkswagen spokesman told
Bloomberg News.  He added that negotiations with the local union
are still ongoing and a decision is yet to be concluded.

As previously reported in the TCR-Europe, outgoing CEO Bernd
Pischetsrieder, who began VW's restructuring efforts, planned to
increase pretax profit to EUR5.1 billion in 2008 from EUR1.1
billion in 2004.  The company agreed on a 34-hour workweek with
unions in September.  

Mr. Pischetrieder tried to decrease spending on labor and reduce
Volkswagen's global workforce by eliminating some 20,000 German
jobs.

As previously reported, Martin Winterkorn, Volkswagen's incoming
chief executive, aimed to beat the carmaker's 2008 profit target
as the company introduces new models and cuts costs.  

Headquartered in Wolfsburg, Germany, the Volkswagen Group --
http://www.volkswagen.de/-- is one of the world's leading  
automobile manufacturers and the largest carmaker in Europe.
With 47 production plants in eleven European countries and a
further seven countries in the Americas, Asia and Africa,
Volkswagen has more than 343,000 employees producing over 21,500
vehicles or are involved in vehicle-related services on every
working day.

                        *    *    *

Volkswagen has been carrying out measures to cut costs and raise
profits, which could affect up to 30,000 jobs.  The potential
job cuts represent about a third of the carmaker's workforce and
three times higher than initial estimates made by Chief
Executive Bernd Pischetsrieder and Volkswagen brand head,
Wolfgang Bernhard.

In November last year, Volkswagen maintained its 2005 earnings
guidance amid rumors it may lower targets.  The company predicts
a year-on-year improvement in both operating profit after
special items and profit before tax this year.  Rumors flew that
the company would slash full-year earnings forecast due to
higher restructuring costs.  The company said the impact of its
workforce reduction measures, which will be charged as special
items in the fourth quarter, will be lower than last year's.

The company also admitted there were no significant improvements
in the economic environment in the first nine months of 2005,
and the overall situation in the important automotive markets
remained difficult.  It also expected tougher competition in the
Chinese and U.S. markets, and the rise in fuel prices to
influence consumer confidence.


VOLKSWAGEN AG: MAN & Scania's Takeover Battle Continues
-------------------------------------------------------
MAN AG's EUR10.2 billion hostile bid for Scania AB will continue
to drag on after Volkswagen AG failed to support a side in the
takeover battle for Scania, Jason Singer and Stephen Power write
for Wall Street Journal.

According to WSJ, Volkswagen's large shareholdings in MAN and
Scania gave it the power to influence the outcome, by either
siding with MAN or Investor AB, Scania's second largest
shareholder.  

As reported in the TCR-Europe on Nov. 20, Volkswagen's
Supervisory Board stated Nov. 17 that it continues to support
the merger of MAN and Scania and confirmed its two resolutions
adopted on Oct. 15.  It continues to seek an amicable solution,
but is open to other strategies if necessary.

Volkswagen will offer MAN its interest in Scania if MAN holds at
least 56.01% of Scania's voting rights and at least 71.31 of its
share capital.  However, if it is clear that the offer will not
be successful, Volkswagen reserves the right to seek any
alternative solution.

One possibility is a counterbid by Scania for MAN, which could
occur if Volkswagen and Sweden's Wallenberg family, through its
holding company Investor AB, agreed to act on it.  However,
people close to the matter told WSJ that the possibility of a
counterbid from Scania is unlikely because it's difficult to
accomplish a hostile acquisition in Germany than in Sweden.

MAN launched its SEK475 formal bid per Scania share in cash and
stock on Nov. 16.  The offer would run from Nov. 20 to Dec. 11.

A combination of MAN and Scania would create Europe's biggest
maker of commercial vehicles by market share and the world's
third biggest behind Sweden's Volvo AB and Germany's
DaimlerChrysler AG.

Headquartered in Wolfsburg, Germany, the Volkswagen Group --
http://www.volkswagen.de/-- is one of the world's leading  
automobile manufacturers and the largest carmaker in Europe.
With 47 production plants in eleven European countries and a
further seven countries in the Americas, Asia and Africa,
Volkswagen has more than 343,000 employees producing over 21,500
vehicles or are involved in vehicle-related services on every
working day.

                        *    *    *

Volkswagen has been carrying out measures to cut costs and raise
profits, which could affect up to 30,000 jobs.  The potential
job cuts represent about a third of the carmaker's workforce and
three times higher than initial estimates made by Chief
Executive Bernd Pischetsrieder and Volkswagen brand head,
Wolfgang Bernhard.

In November last year, Volkswagen maintained its 2005 earnings
guidance amid rumors it may lower targets.  The company predicts
a year-on-year improvement in both operating profit after
special items and profit before tax this year.  Rumors flew that
the company would slash full-year earnings forecast due to
higher restructuring costs.  The company said the impact of its
workforce reduction measures, which will be charged as special
items in the fourth quarter, will be lower than last year's.

The company also admitted there were no significant improvements
in the economic environment in the first nine months of 2005,
and the overall situation in the important automotive markets
remained difficult.  It also expected tougher competition in the
Chinese and U.S. markets, and the rise in fuel prices to
influence consumer confidence.


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


ELAN CORP: Increases Senior Notes Offer to US$615 Million
---------------------------------------------------------
Elan Corp. Plc disclosed of the pricing of the offering of
US$615 million aggregate principal amount of Senior Notes by its
wholly owned subsidiaries, Elan Finance public limited company
and Elan Finance Corp.

Elan increased the size of the offering from the US$500 million
aggregate principal amount previously announced.  The Senior
Notes consist of US$465 million aggregate principal amount of
8.875% Senior Fixed Rate Notes due 2013 and US$150 million
aggregate principal amount of Senior Floating Rate Notes due
2013.  

The Floating Rate Notes will bear interest at a rate, adjusted
quarterly, equal to three-month LIBOR plus 4.125%.

Elan and certain of Elan's subsidiaries will guarantee the
Senior Notes. The Senior Notes are being offered to investors at
a price of 100% of principal amount. The offering is expected to
close on November 22, 2006, subject to customary closing
conditions.

Following the offering, Elan expects to, through its wholly
owned subsidiary Elan Capital Corp., Ltd., issue a redemption
notice for the outstanding US$254 million aggregate principal
amount of 6.5% Convertible Guaranteed Notes due 2008 issued by
Elan Capital Corp., Ltd. and guaranteed by Elan.

The net proceeds from the offering are expected to be used to
repay any Convertible Notes not converted into equity of Elan
(at a conversion price of US$7.42 per share) prior to the
redemption date and the remaining net proceeds are expected to
be used to repay a portion of the outstanding US$613 million
aggregate principal amount of 7.25% Guaranteed Senior Notes due
2008 issued by Athena Neurosciences Finance, LLC, a wholly owned
subsidiary of Elan, and guaranteed by Elan, in each case, within
90 days of consummation of the offering.

                      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.

                        *     *     *

As reported in the TCR-Europe on Nov. 13, Standard & Poor's
Ratings Services assigned its 'B' rating to Elan Finance plc's
proposed offering of US$500 million senior unsecured notes due
2013, to be issued in a combination of fixed and floating-rate
notes.  Elan Finance plc is a wholly owned subsidiary of Dublin,
Ireland-based specialty pharmaceutical company Elan Corp. plc.  
The notes are guaranteed on a senior unsecured basis by Elan and
all of its existing material subsidiaries.

Outstanding ratings on Elan (including the 'B' corporate credit
rating) and its related entities were affirmed.  The ratings
outlook is stable.

Also, Moody's Investors Service assigned a B3 rating to the
proposed new senior unsecured notes of Elan Finance plc
reflecting a guarantee from Elan Corporation plc and material
subsidiaries.  At the same time, Moody's affirmed Elan's
existing ratings (B3 Corporate Family Rating) and the stable
rating outlook.

The rating outlook is stable.

Rating assigned:

Elan Finance plc

    * B3 fixed rate senior notes due 2013 (guaranteed by
      Elan Corporation, plc and subsidiaries)

    * B3 floating rate senior notes due 2013 (guaranteed by
      Elan Corporation, plc and subsidiaries)

Ratings affirmed:

Elan Corporation, plc

    * B3 corporate family rating

Elan Finance plc

    * B3 fixed rate senior notes of US$850 million
      due 2011 (guaranteed by Elan Corporation, plc
      and subsidiaries)

    * B3 floating rate senior notes of US$300 million
      due 2011 (guaranteed by Elan Corporation, plc
      and subsidiaries)

Athena Neurosciences Finance, LLC

    * B3 senior notes of US$613 million due 2008 (guaranteed
      by Elan Corporation, plc and subsidiaries)

Moody's does not rate Elan's US$254 million convertible notes
due 2008.


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


LEAR CORP: S&P Assigns B- Ratings on US$300-Mln Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' ratings to
Lear Corp.'s US$300 million senior notes due 2013 and its
US$400 million senior notes due 2016.

Lear's 'B+' corporate credit and other ratings were affirmed.
The outlook is negative.  The Southfield, Mich.-based global
automotive supplier has total debt of about US$3.7 billion,
including the present value of operating leases and underfunded
employee benefit liabilities.

Proceeds from the new debt issues will be used to refinance
US$300 million of debt coming due in 2008, and a portion of
Lear's US$600 million of debt due in 2009.

"We consider the debt refinancing to be a credit-neutral event.
Lear's financing costs will likely increase, as interest rates
on the new debt issues are expected to exceed those of the debt
being refinanced.  But Lear will improve its financial
flexibility by extending debt maturities amid continuing
uncertainty in the cyclical automotive industry," said Standard
& Poor's credit analyst Martin King.

Pro forma for the transactions, Lear will have virtually no debt
maturities for 2007 and 2008.  The ratings reflect Lear's
depressed operating performance caused by severe industry
pressures, which have caused credit protection measures to
weaken dramatically in the past two years.  In addition, the
company has a weak business profile because of its heavy
exposure to automotive customers and product segments that are
losing market share.  More favorably, Lear has strong
market positions, good growth prospects outside of North
America, and fair financial flexibility.

Lear has reported improved results during the first nine months
of 2006, following a very poor performance during 2005 when
full-year EBITDA fell by 35%.  Core operating earnings, as
defined by Lear to exclude restructuring costs and special
charges, have increased by 40%, but still remain at relatively
low levels.  EBIT and margins in Lear's seating unit have
improved, but are down in its electronic and electrical unit
because of high commodity costs and price reductions.  The
company's interiors unit continues to generate large losses
because of high commodity costs and low volumes.


* Fitch Downgrades Ratings of Italian City of Taranto to CC
-----------------------------------------------------------
Fitch Ratings downgraded Taranto's Long-term local and foreign
currency ratings to CC from BB+ and its Short-term foreign
currency rating to C from B on the prospect of defaulting on its
imminent debt repayments.  

The ratings remain on Rating Watch Negative and may be
downgraded further if the likelihood of missing repayment of
debt installments increases.

The rating actions reflect the potential reversal of the normal
waterfall of priorities at Taranto according to which financial
debt is usually served before any other liabilities.  

The municipality is expected to instruct its treasurer bank -
Banca Popolare di Puglia e Basilicata - to subordinate the
repayment of financial debt to other operating expenses, such as
wages.  

This follows an unconfirmed decision of the treasurer bank's
Board Of Directors on Nov. 17 to line up with the also
unconfirmed reports of Ministry of the Interior officials'
suggestion to use the municipality's liquidity available and
subsidies being provided by the Ministry to pay, among others,
the salary of Taranto's personnel.  This is likely to absorb
part of Taranto's liquidity that is earmarked for debt
servicing.

This action is likely to directly affect the repayment of EUR25
million of advances extended in 2004 to Taranto, which were to
have been repaid on a subsequent asset sale that never
materialized.  The reversal of payment priorities could also
negatively affect the repayment of installments of about EUR10
million of long-term loans and bonds falling due between 21/23
November and end-December 2006 out of a total of EUR320 million
outstanding.

The change in priority payments could expose the treasurer bank
to claims from long-term financial lenders of the Municipality
for potential credit losses as it infringes a national law
requiring a local government's treasurer bank to pay loans and
bond installments when they come due.  

Fitch will continue to monitor the evolution of Taranto's
finances and the action of the treasurer bank in respect of both
timely repayment of the long-term financial debt and potential
losses for bond and loan-holders, in the event of default on
loans that are due by end-2006.

Taranto declared financial distress in mid-October 2006.  The
eventual approval of a new 2007 municipal budget authorizing the
city to resume normal operations should also imply the
resumption of timely debt service for the outstanding long-term
bonds and loans, while liabilities predating the declaration of
distress and those arising between the distress and resumption
of normal operations will be stripped out from the
municipality's budget and managed by a separate entity.

Liabilities managed under the Commissione di Liquidazione do not
bear interest and are eligible for proportional settlement if
non-core assets of the municipality and potential capital grants
are not enough to cover them.

Even if the city does not default on its imminent debt
repayments in the coming days, there is still the possibility
that Taranto may default on the loan repayments due in December.
Fitch expects to conclude its review and resolve the Rating
Watch over the next few weeks.  

The review will focus on the ongoing status of Taranto's finance
and confirmation of whether or not the city intends to continue
to service loans and bonds despite the instructions to change
the prioritization of preferential payments.


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


KARATAU LLP: Creditors Must File Claims by Dec. 27
--------------------------------------------------
LLP Building Firm Karatau has declared insolvency.  Creditors
have until Dec. 27 to submit written proofs of claim to:

         LLP Building Firm Karatau
         Jirentaev Str. 5
         Almaty District
         Astana, Kazakhstan


KOMUNSNAB-SERVICE LLP: Court Begins Bankruptcy Proceedings
----------------------------------------------------------
The Specialized Inter-Regional Economic Court of Karaganda
Region has commenced bankruptcy proceeding against LLP
Komunsnab-Service Communal Supply Service (RNN 301200210729).

LLP Komunsnab-Service Communal Supply Service is located at:

         Metallurgov Str. 28-89
         Temirtau
         Karaganda Region
         Kazakhstan


KURLYS AGRO: South Kazakhstan Court Starts Bankruptcy Procedure
---------------------------------------------------------------
The Specialized Inter-Regional Economic Court of South
Kazakhstan Region commenced bankruptcy proceedings against
LLP Kurlys Agro.


MONSTA-DETERGENTS LLP: Court Opens Bankruptcy Proceedings
---------------------------------------------------------
The Specialized Inter-Regional Economic Court of Karaganda
Region commenced bankruptcy proceedings against LLP Monsta-
Detergents (RNN 301400001328).

LLP Monsta-Detergents is located at:

         Promzona Str. 1
         Temirtau
         Karaganda Region
         Kazakhstan


NAIZ LLP: Creditors' Claims Due Jan. 2, 2007
--------------------------------------------
The Specialized Inter-Regional Economic Court of Almaty declared
LLP Naiz insolvent.

Creditors have until Jan. 2, 2007, to submit written proofs of
claim to:

         LLP Naiz
         Nurmahanov Str. 31
         Micro District Taugul-3
         Almaty, Kazakhstan
         Tel: 8 (3272) 56-97-68


ORBITA TELEKOM: Creditors' Claims Due Dec. 27
---------------------------------------------
LLP Orbita Telekom has declared insolvency.  Creditors have
until Dec. 27 to submit written proofs of claim to:

         LLP Orbita Telekom
         Al-Farabi Ave. 93-18
         Almaty, Kazakhstan


REMMONTAJSERVICE LLP: Court Commences Bankruptcy Proceedings
------------------------------------------------------------
The Specialized Inter-Regional Economic Court of Karaganda
Region commenced bankruptcy proceedings against LLP
Remmontajservice Repair Montage Service (RNN 301200019455).

LLP Remmontajservice Repair Montage Service is located at:

         Privokzalnaya Str. 2
         Temirtau
         Karaganda Region
         Kazakhstan


SAGYM LLP: Claims Filing Period Ends Jan. 2, 2007
-------------------------------------------------
The Specialized Inter-Regional Economic Court of West Kazakhstan
Region commenced bankruptcy proceedings against LLP Sagym on
Oct. 24.

Creditors have until Jan. 2, 2007, to submit written proofs of
to:

         LLP Sagym
         Fedorovka
         Terekty District
         West Kazakhstan Region
         Kazakhstan
         Tel: 8 (232) 2-10-40


SHARUA MK: South Kazakhstan Court Opens Bankruptcy Proceedings
--------------------------------------------------------------
The Specialized Inter-Regional Economic Court of South
Kazakhstan Region commenced bankruptcy proceedings against
LLP Sharua MK.


TECHSERVICE-L LLP: Proof of Claim Deadline Slated for Dec. 27
-------------------------------------------------------------
LLP Techservice-l has declared insolvency.  Creditors have until
Dec. 27 to submit written proofs of claim to:
   
         LLP Techservice-l
         Floor 4
         Maresiev Str. 99
         Aktobe
         Aktube Region
         Kazakhstan


===================
K Y R G Y Z S T A N
===================


AVTOSERVICE-DALALAT OJSC: Creditors' Claims Due Jan. 5, 2007
------------------------------------------------------------
OJSC Avtoservice-Dalalat has declared insolvency.  Creditors
have until Jan 5, 2007, to submit written proofs of claim to:

         OJSC Avtoservice-Dalalat
         Panfilov Str. 1
         Kant
         Chui Region
         Kyrgyzstan
         Tel: (+996 3132) 2-34-91


MILTON TRADE: Proof of Claim Deadline Slated for Jan. 3, 2007
-------------------------------------------------------------
LLC Milton Trade has declared insolvency.  Creditors have until
Jan. 3, 2007, to submit written proofs of claim.

Inquiries can be addressed to (+996 312) 62-06-05, 97-48-42.



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


CORUS GROUP: Brazil's Companhia Siderurgica Starts Takeover Bid
---------------------------------------------------------------
Companhia Siderurgica Nacional S.A. has approached the Board of
Corus Group plc regarding a proposal to acquire the Company at a
price of 475 pence per ordinary share in cash.

Any potential offer is subject to certain pre-conditions, all of
which CSN reserves the right to waive, including:

   -- completion of confirmatory due diligence satisfactory
      to CSN;

   -- finalization of financing arrangements; and

   -- a recommendation from the Board of Corus.

The combination of CSN and Corus would create a top five global
steel group with 24 million tons of annual steel production and,
by 2010, around 50 million tons of annual iron ore production.  
CSN intends to finance the Corus acquisition through a
combination of existing financial resources and the proceeds of
new debt facilities to be underwritten by a bank syndicate
comprised of Barclays Bank PLC, Goldman Sachs Credit Partners
L.P., and BNP Paribas and/or their designated affiliates.  CSN
intends to match the terms of the agreement reached with the
trustees of Corus' pension funds as described in Corus' scheme
document.

"A combination of CSN and Corus would create a global powerhouse
with market leading positions and exceptional distribution
networks across both developed and emerging markets," Benjamin
Steinbruch, Chairman and CEO of CSN said.  "With its vertically
integrated structure and industry leading margins, the enlarged
group would become a leader in the global steel industry, fully
self-sufficient in iron ore and ideally positioned to take
advantage of ongoing consolidation.  We have great respect for
the accomplishments of the Corus Board and management, including
their achievements in the Restoring Success program.  With their
support, we believe we can swiftly deliver the most attractive
proposal to Corus and its shareholders."

              About Companhia Siderurgica Nacional

Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional
S.A. (NYSE: SID) (BOVESPA: CSNA3) -- http://www.csn.com.br/--  
produces, sells, exports and distributes steel products, like
hot-dip galvanized sheets, tin mill products and tinplate.  The
company also runs its own iron ore, manganese, limestone and
dolomite mines and has strategic investments in railroad
companies and power supply projects.  The group also operates in
Portugal and the U.S.

                       About Corus Group

Corus Group PLC -- http://www.corusgroup.com/-- produces metal    
from its major operating facilities in the U.K., the
Netherlands, Germany, France, Norway, Belgium and Canada.  Corus
turns over GBP10 billion annually and employs 47,300 in over 40
countries and sales offices and service centers worldwide,
including Indonesia and the Philippines.  Corus was created
through the merger of British Steel plc and Koninklijke
Hoogovens N.V.

The group suffered six years ago from the crisis in British
manufacturing, which prompted it to shake up management, close
plants, cut jobs, and sell assets to lower debt.  Its debt was
thought to stand at GBP1.6 billion in 2002.

After posting a net loss of GBP458 million in 2003, it embarked
on a restructuring program, signed a new EUR1.2 billion banking
facility, and issued GBP307 million worth of shares.  It
returned to operating profit in the first quarter of 2004.  The
recent recovery of steel prices and the strength of the euro are
expected to help it achieve relatively strong earnings.

                          *     *     *

Moody's Investors Service placed all ratings of Corus Group plc
under review with direction uncertain following the
recommendation of the board of Corus Group in favor of the
proposed acquisition of the entire capital of Corus Group by
Tata Steel Limited.

If the bondholders exercised the put option or the bonds were
tendered for above par as part of a refinancing, Moody's is
likely to withdraw the ratings for the bonds.  Similarly, a
refinancing of the rated bank loans would also result in a
likely withdrawal of the ratings for the credit facilities.  At
that juncture, Moody's remaining rating at Corus Group will be
the corporate family rating.

Ratings affected:

Corus Group plc

    * Ba2 Corporate Family Rating;

    * Ba1 Rating on EUR800 million Secured
      Bank Facilities maturing July 2008;

    * B1 Rating on EUR800 million Unsecured Notes due 2011; and

    * B1 Rating on GBP200 million in Unsecured Notes due 2008.

Moody's last rating action on Corus was the upgrade to
Ba2/Ba1/B1 on May 8.

Fitch Ratings changed the Rating Watch on Corus Group PLC's
Issuer Default and senior unsecured BB- and Short-term B ratings
to Negative from Positive.  This follows the recommendation by
the CS Board of an offer from India-based Tata Steel Ltd. valued
at GBP4.3 billion.

The RWN also applies to these debt instruments issued by CS:

   -- CS EUR800 million 7.5% senior notes;
   -- CS EUR307 million 3% convertible bonds; and
   -- Corus Finance Plc GBP200 million 6.75% guaranteed bonds.

Fitch will resolve the Rating Watch following publication of
CS's 2006 results, further details on the level of synergies and
operational benefits that could accrue under the transaction,
and the closure of the deal.

Standard & Poor's Ratings Services placed its 'BB' long-term
corporate credit rating on U.K.-based steel consortium Corus
Group PLC on CreditWatch with positive implications following
the announcement by Corus concerning a possible recommended
offer for the company from Tata Steel Ltd., India's second
largest integrated steel company.

At the same time, Standard & Poor's placed its 'BB+' senior
secured bank loan ratings on Corus and its 'BB-' senior
unsecured debt ratings on Corus and related entity Corus Finance
PLC on CreditWatch with positive implications.  The 'B' short-
term corporate credit rating on Corus was also placed on
CreditWatch with positive implications.


CORUS GROUP: Proposed Takeover Cues S&P's Developing Watch
----------------------------------------------------------
Standard & Poor's Ratings Services kept its 'BB' long-term
corporate rating on U.K.-based steelmaker Corus Group PLC on
CreditWatch with developing implications, following the
announcement by Brazil-based steel maker Companhia Siderurgica
Nacional (BB/Watch Neg/--) of a proposed takeover offer worth
475 pence per share.

At the same time, the 'BB+' senior secured bank loan ratings and
'BB-' unsecured debt ratings on Corus remain on CreditWatch with
developing implications.  The 'B' short-term corporate credit
rating remains on CreditWatch with positive implications.  All
ratings were placed on CreditWatch on Oct. 18  following the
announcement of an initial bid for the company from India-based
steel manufacturer Tata Steel Ltd..

The proposed new offer from CSN is larger than the bid for Corus
from Tata Steel, which is worth 455 pence per share.  As a
result, the new offer has increased uncertainties over the
potential outcome for Corus.

"We note that integration with low-cost operations of either of
the bidders might benefit Corus' weak business profile," said
Standard & Poor's credit analyst Tatiana Kordyukova.  "Both
bidders have referred to nonrecourse debt as a part of the
respective financial structures, however, and it is not yet
clear how feasibly such debt could be served from the cash flows
of Corus and to what extent that could impair Corus' financial
position."

It is also not certain how both offers could evolve in the
future.  Upside potential remains if the Tata Steel bid is
successful: Because Tata Steel is an entity with higher stand-
alone creditworthiness, the combined entity could have a
stronger credit quality than Corus on a standalone basis --
provided there is sufficient evidence that Tata Steel will
provide financial support to Corus.

In resolving the CreditWatch placement, Standard & Poor's will
seek further information on the progress of the proposed offers
made by both Tata Steel and CSN.  In resolving the CreditWatch
placement, the rating agency will assess whether Corus' weak
business risk profile would be enhanced, and how such a
transaction would be financed.  Furthermore, it will consider
the potentially substantial integration challenges.


CORUS GROUP: Tata Steel May Raise Offer to Top CSN's Bid
--------------------------------------------------------
Tata Steel Ltd. may raise its offer for Corus Group Plc in order
to top the rival bid launched by Brazil's Companhia Siderurgica
Nacional SA, Bloomberg says.

As previously disclosed, Companhia Siderurgica last week offered
GBP4.26-billion to acquire Corus Group, topping a bid by India's
Tata Steel.

Companhia Siderurgica said that it had approached its board of
directors with a proposal to pay 475 pence per share in cash,
which is 4.4% higher than Tata Steel's 455 pence offer.  The
offer was subject to due diligence and Companhia Siderurgica has
not yet made a firm bid.

Bloomberg relates that Tata Steel and Companhia Siderurgica both
want to buy Corus Group to add mills in Europe and boost
bargaining power with clients and suppliers.  Surging demand has
spurred US$78 billion in announced transactions in the industry
this year.

Bloomberg cites John Thorn, who manages US$250 million in Indian
stocks at India Capital Fund Ltd., as saying that Tata Steel
will have to raise its offer to stay in the game, adding that
although Tata Steel has a first-mover advantage, at the end of
the day, money matters.

                        About Corus Group

Corus Group PLC -- http://www.corusgroup.com/-- produces metal   
from its major operating facilities in the U.K., the
Netherlands, Germany, France, Norway, Belgium and Canada.  Corus
turns over GBP10 billion annually and employs 47,300 in over 40
countries and sales offices and service centers worldwide,
including Indonesia and the Philippines.  Corus was created
through the merger of British Steel plc and Koninklijke
Hoogovens N.V.

The group suffered six years ago from the crisis in British
manufacturing, which prompted it to shake up management, close
plants, cut jobs, and sell assets to lower debt.  Its debt was
thought to stand at GBP1.6 billion in 2002.

After posting a net loss of GBP458 million in 2003, it embarked
on a restructuring program, signed a new EUR1.2 billion banking
facility, and issued GBP307 million worth of shares.  It
returned to operating profit in the first quarter of 2004.  The
recent recovery of steel prices and the strength of the euro are
expected to help it achieve relatively strong earnings.

                          *     *     *

Moody's Investors Service placed all ratings of Corus Group plc
under review with direction uncertain following the
recommendation of the board of Corus Group in favor of the
proposed acquisition of the entire capital of Corus Group by
Tata Steel Limited.

If the bondholders exercised the put option or the bonds were
tendered for above par as part of a refinancing, Moody's is
likely to withdraw the ratings for the bonds.  Similarly, a
refinancing of the rated bank loans would also result in a
likely withdrawal of the ratings for the credit facilities.  At
that juncture, Moody's remaining rating at Corus Group will be
the corporate family rating.

Ratings affected:

Corus Group plc

    * Ba2 Corporate Family Rating;

    * Ba1 Rating on EUR800 million Secured
      Bank Facilities maturing July 2008;

    * B1 Rating on EUR800 million Unsecured Notes due 2011; and

    * B1 Rating on GBP200 million in Unsecured Notes due 2008.

Moody's last rating action on Corus was the upgrade to
Ba2/Ba1/B1 on May 8.

Fitch Ratings changed the Rating Watch on Corus Group PLC's
Issuer Default and senior unsecured BB- and Short-term B ratings
to Negative from Positive.  This follows the recommendation by
the CS Board of an offer from India-based Tata Steel Ltd. valued
at GBP4.3 billion.

The RWN also applies to these debt instruments issued by CS:

   -- CS EUR800 million 7.5% senior notes;
   -- CS EUR307 million 3% convertible bonds; and
   -- Corus Finance Plc GBP200 million 6.75% guaranteed bonds.

Fitch will resolve the Rating Watch following publication of
CS's 2006 results, further details on the level of synergies and
operational benefits that could accrue under the transaction,
and the closure of the deal.

Standard & Poor's Ratings Services placed its 'BB' long-term
corporate credit rating on U.K.-based steel consortium Corus
Group PLC on CreditWatch with positive implications following
the announcement by Corus concerning a possible recommended
offer for the company from Tata Steel Ltd., India's second
largest integrated steel company.

At the same time, Standard & Poor's placed its 'BB+' senior
secured bank loan ratings on Corus and its 'BB-' senior
unsecured debt ratings on Corus and related entity Corus Finance
PLC on CreditWatch with positive implications.  The 'B' short-
term corporate credit rating on Corus was also placed on
CreditWatch with positive implications.


LUCENT TECH: Reserves US$284 Mln for Winstar Contract Dispute
-------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Lucent Technologies Inc. reported it has set aside a
contingency fund totaling US$284 million in connection with its
breach of contract litigation against Winstar Communications
LLC.

David W. Hitchcock, Lucent's corporate controller, said the
company recognized the US$284 million as a charge in its 2006
financial statements:

    * US$278 million charge -- including related interest and
      other costs of around US$34 million -- in the first
      quarter of fiscal 2006; and

    * US$6 million charge for post-judgment interest during the
      nine months ended June 30, 2006.

Cash, totaling US$311 million, was used to collateralize a
letter of credit that was issued during the second quarter of
fiscal 2006 in connection with the litigation, Mr. Hitchcock
adds.

Mr. Hitchcock said additional charges for post-judgment interest
will be recognized in subsequent periods until the dispute is
resolved.

                    Attempt to Settle Dispute

In an attempt to settle the dispute between Christine C.
Shubert, the Chapter 7 Trustee of Winstar Communications, Inc.,
et al.; and Lucent Technologies, Inc., District Court Judge
Joseph J. Farnan appointed as mediator, Ian Connor Bifferato,
Esq., at Bifferato, Gentilotti, Biden & Balick, in Wilmington,
Delaware.

The Appeal, including briefing, was held in abeyance pending the
mediation.

Mr. Bifferato met with the parties on May 8, 2006, for a
mediation session, but the parties did not settle.  As a result,
Lucent and Winstar proceeded with the briefing on the Appeal.

                        Parties File Briefs

(A) Lucent

Lucent Technologies sought authority from the U.S. District
Court for the District of Delaware to reverse the Bankruptcy
Court's rulings relating to the Trustee's preference claim,
subcontract claim, and equitable subordination claim.

According to James M. Madron, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, the decisions of the
Bankruptcy Court can only be understood against the backdrop of
the rapid rise and fall of the telecommunications sector -- the
bursting of the 1990s telecom bubble.

Winstar was one of many telecommunications companies founded in
1990 that sought to build a global broadband network to provide
high-speed telecommunications services to business customers.

Following the passage of the Telecommunications Act of 1996,
which deregulated the industry, capital flooded into that sector
of the economy, Mr. Madron relates.  At that time, many
companies racked up huge debts laying redundant fiber-optic
cables over the same city-to-city routes on the mistaken -- and,
in retrospect, wildly unrealistic -- assumption that demand
would keep pace.

Because much of the investment was vendor-financed,
manufacturersincluding Lucent, Nortel, Motorola, Alcatel and
Cisco, lent billions of dollars to the telecom companies that
purchased their equipment, Mr. Madron says.  But when the demand
for telecom services did not match expectations, competition in
various markets across the industry and "vicious" price wars
ensued, driving down overall industry and individual company
revenues.

As some telecom companies began to fail and enter bankruptcy,
others resorted to fraud and deception to mask those core
fundamental problems facing their companies, Mr. Madron says.  
"Some went so far in their deception to not only mask failure,
but to inflate, artificially, revenue growth -- to make it look
like the dream was real," he adds.

Winstar's bankruptcy case arises from that environment, Mr.
Madron tells the District Court.  During the heady days of the
telecommunications boom, Winstar and Lucent entered into
agreements intended to create a mutually beneficial strategic
relationship.

In the course of that relationship, Lucent and Winstar
concededly engaged in some of misconduct, Mr. Madron says.  As
the telecom sector was collapsing, the parties' relationship
deteriorated.

When Winstar ultimately filed for bankruptcy, it sued Lucent
for, among others, breach of contract.

Subsequently, the bankruptcy case was converted to Chapter 7.  
The Trustee, Ms. Shubert, took over the action, adding a new
claim -- that Lucent received an improper preferential payment
from Winstar prior to the bankruptcy.

The Trustee's case focuses heavily on the allegations of
corporate misconduct that she leveled against Lucent, Mr. Madron
notes.  Neither the preference statute nor state contract law,
however, is intended to provide a remedy for claims of improper
accounting or other financial irregularities, Mr. Madron argues.
Losing sight of that fact, the Bankruptcy Court made the
fundamental error of allowing its distaste for Lucent's conduct
to override its obligation to follow governing law, Mr. Madron
says.  In so doing, he continues, the Bankruptcy Court upset
previously settled principles that are critical to commercial
lending.

The Bankruptcy Court's errors will thus have serious adverse
consequences, not only for Lucent, but also for any party doing
business with companies that may seek bankruptcy protection in
Delaware, Mr. Madron asserts.

Mr. Madron notes that Lucent was not an "insider" of Winstar.
The Bankruptcy Court, among other things, applied the wrong
standard in concluding that Lucent was a "person in control" of
Winstar, Mr. Madron argues.

Winstar's payment in December 2000 to Lucent was not a transfer
of the Debtors' property because it came from earmarked funds,
from a loan that Winstar contracted with Siemens, Mr. Madron
contends.  Lucent says it is entitled to a new value defense
because it provided Winstar new value in the form of equipment
and related services.

Moreover, Lucent did not breach any obligation to Winstar's
subsidiary, Winstar Wireless, Inc., under a March 1999
subcontract, Mr. Madron argues.  Additionally, he says, the
Bankruptcy Court erred in equitably subordinating Lucent's
claims by relying on the erroneous conclusion that Lucent was an
insider of Winstar, and by improperly disregarding the
Bankruptcy Code.

A full-text copy of Lucent's Opening Brief on the Appeal is
available for free at http://ResearchArchives.com/t/s?1566

Because of the complexity of the issues of law involved, Lucent
also sought permission from the District Court to conduct an
oral argument on the case.

(B) Winstar

Lucent is changing its strategy and concedes that it engaged in
"misconduct" and "suspect" transactions, but does specify the
facts underlying that "misconduct" and those "suspect"
transactions, Sheldon K. Rennie, Esq., at Fox Rothschild LLP, in
Wilmington, Delaware, points out, on behalf of the Chapter 7
Trustee.

Mr. Rennie says these facts are at the heart of the Bankruptcy
Court's insider determination -- "a series of last minute,
massive end of quarter sales and related conduct in which Lucent
repeatedly caused Winstar to do Lucent's bidding, including
participation in numerous schemes and outright fraud to create
hundreds of millions of dollars of fake revenue so that Lucent
could appear to be more profitable than it was."

What began as a "strategic partnership" to benefit both parties
degenerated into a relationship in which the much larger company
-- Lucent -- bullied and threatened the smaller company --
Winstar -- into taking actions that were designed to benefit the
larger at the expense of the smaller, Mr. Rennie points out.

Hence, the Trustee sought authority from the District Court to
affirm in all respects the Bankruptcy Court's findings regarding
the Preferential Claim.  The Bankruptcy Court, according to Mr.
Rennie, found that Winstar satisfied both:

     (i) the statutory definition that Lucent was a "person in
         control" of Winstar; and

    (ii) the non-statutory test, by finding that Lucent and
         Winstar did not deal at arm's length.

Regardless of which test is applied, insider status is
determined
case-by-case, by a "fact-intensive" inquiry into the closeness
of
the relationship, Mr. Rennie points out.

The December 2000 Transfer was not earmarked for Lucent, Mr.
Rennie argues.  The parties agree that to establish an
earmarking
defense, there must be:

    (1) an agreement between the new lender -- Siemens -- and
        Winstar that the loan funds would be used exclusively to
        pay a specified antecedent debt;

    (2) performance of the agreement in accordance with its
        terms; and

    (3) no diminution of Winstar's estate as a result of the
        transaction.

Mr. Rennie asserts that Siemens did not require Winstar to use
the Siemens funds to pay Lucent.  Instead, the Siemens loan was
to be used as Winstar's working capital.  In addition, Mr.
Rennie continues, Lucent waived the earmarking defense by
failing to raise it in its answer or in the pre-trial
memorandum.

According to Mr. Rennie, the Bankruptcy Court properly rejected
Lucent's new value defense under Section 547(C)(4) of the
Bankruptcy Code because Lucent failed to prove that it provided
to Winstar new value for goods and related services after
Dec. 7, 2000, and that the new value was unsecured.

The Trustee sought permission from the District Court to affirm
the Bankruptcy Court's decision equitably subordinating Lucent's
claims due Lucent's breach of the Wireless Subcontract.

A full-text copy of the Trustee's Brief in Opposition of
Lucent's Appeal is available for free at:

              http://ResearchArchives.com/t/s?1567

                         Lucent's Reply

Neither the bankruptcy preference statute nor the New York
contract law provides a remedy for allegations of securities
fraud that lie at the heart of the Trustee's story, Mr. Madron
reiterates.

A creditor is not a "person in control" unless it exercised
actual managerial control over the debtors' business affairs,
Mr. Madron asserts.  The Bankruptcy Court nevertheless
erroneously concluded that Lucent "controlled" Winstar even
though the two companies were managed by separate and
independent directors and officers, Mr. Madron points out.

The question on the Appeal focuses on whether the particular
laws under which the Trustee has asserted her claims -- the
Bankruptcy Code and the New York contract law -- gave it the
relief, which the Bankruptcy Court has granted.  The Bankruptcy
Code and the New York contract law, Mr. Madron insists, cannot
provide that relief to the Trustee.

The Trustee's efforts to defend the Bankruptcy Court's faulty
reasoning fail and her arguments are contradicting, Mr. Madron
points out.  Moreover, the standard of review for the Appeal
does not depend on the subject matter of the claim, but only on
the nature of the Bankruptcy Court's conclusions, Mr. Madron
says.

The Bankruptcy Court's conclusions of law and its application of
law to facts must be reviewed de novo regardless of the subject
matter, Mr. Madron further asserts.

A full-text copy of Lucent's Reply Brief is available for free
at: http://ResearchArchives.com/t/s?1568

                          About Winstar

Headquartered in New York, New York, Winstar Communications,
Inc., provides broadband services to business customers.  The
Company and its debtor-affiliates filed for chapter 11
protection on April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430
through 01-01462). The Debtors obtained the Court's approval
converting their case to a chapter 7 liquidation proceeding in
January 2002.

Christine C. Shubert serves as the Debtors' chapter 7 trustee.
When the Debtors filed for bankruptcy, they listed
US$4,975,437,068 in total assets and US$4,994,467,530 in total
debts.

                   About Lucent Technologies

Based in Murray Hill, New Jersey, Lucent Technologies Inc.
(NYSE: LU) -- http://www.lucent.com/-- designs and delivers  
the systems, services and software that drive next-generation
communications networks.  Backed by Bell Labs research and
development, Lucent uses its strengths in mobility, optical,
software, data and voice networking technologies, as well as
services, to create new revenue-generating opportunities for its
customers, while enabling them to quickly deploy and better
manage their networks.  Lucent's customer base includes
communications service providers, governments and enterprises
worldwide.

Lucent also operates in Austria, Belgium, China, Czech republic,
Denmark, France, Germany, India, Ireland, Japan, Korean, Brazil,
CIS, the Netherlands, Poland, Slovak Republic, Spain, Sweden,
Switzerland, Russia, and the United Kingdom.

                          *     *     *

In November 2006, Standard & Poor's Ratings Services said that
its 'BB' long-term corporate credit rating on France-based
Alcatel and its 'B' long-term corporate credit rating on U.S.-
based Lucent Technologies Inc. remain on CreditWatch with
negative and positive implications, respectively, where they
were placed on March 24 on news of the two telecoms equipment
makers' plans to merge.

The ratings will remain on CreditWatch until completion of the
merger and clarification of the ranking and support mechanisms
for the various debt classes within the merged group's capital
structure.  The ratings on the individual debt issues of each
company will be clarified at that time.

Standard & Poor's 'B' and 'B-1' short-term corporate ratings on
Alcatel and Lucent, respectively, are not on CreditWatch and
remain unchanged.

In April 2006, Moody's Investors Service placed Lucent's B1
corporate family rating, B1 senior unsecured rating, B3
subordinated rating, and B3 trust preferred rating under review
for possible upgrade following the company's announcement of a
definitive merger agreement with Alcatel.


LUCENT TECHNOLOGIES: Unveils Several New CDMA2000 Products
----------------------------------------------------------
Lucent Technologies has unveiled several new CDMA2000 products
ideal for wireless service providers that desire to provide
high-quality third-generation (3G) mobile voice and high-speed
data services in emerging markets.  These cost-effective and
compact base station and switching platforms also can help
reduce operating expenses.

Several wireless service providers are already receiving
shipments of these products, which include the Lucent Mobility
Manager Compact, a switching platform that handles the call
processing and mobility management functions in a CDMA network.  
Lucent also introduced the Packet Switch Compact, a switching
platform with a reduced footprint that can grow to increase
capacity as needed, and the Lucent CDMA Base Station 4400, which
provides operational savings due to its small footprint and
efficient power utilization.

"Typically, service providers in emerging markets demand cost-
competitive, scalable, and reliable products that can provide
significant investment protection so that they can easily and
cost-effectively upgrade their existing infrastructure as their
subscriber base grows and the need to support the latest
technological advancements arises," said Mary Chan, vice
president of global Mobility research and development, Lucent
Technologies.  "We're meeting all of these needs with the
products we've introduced."

"CDMA is a large and sustainable market with growth
opportunities in the emerging markets segment," Mike Iandolo,
president of Mobility Access Solutions for Lucent Technologies,
added.  "The products we've introduced will help Lucent better
compete for business in this space."

                  Lucent CDMA Base Station 4400

The Lucent CDMA Base Station 4400 is an ultra-compact base
station, ideal for small to medium capacity network deployments.  
Its small footprint saves on real estate and operational support
costs.  The product supports CDMA2000 1X, CDMA2000 1xEV-DO
Revision 0 and CDMA2000 1xEV-DO Revision A technology, as well
as IP (Internet Protocol) backhaul capabilities.

Built on Lucent's OneBTS base station platform for 3G spread-
spectrum technologies, the Base Station 4400 can support 850 MHz
spectrum.  Currently, the indoor version is generally available.  
The outdoor version will be available early next year.

                 Lucent Mobility Manager Compact

The Mobility Manager Compact supports CDMA2000 1X voice and data
services and advanced features such as IP backhaul.  It also has
an improved design that maximizes call processing power.

                  Lucent Packet Switch Compact

The Packet Switch Compact is a scaleable switching solution that
enables operators to add capacity as needed, providing
significant investment protection.  It also supports the
evolution to IMS (IP Multimedia Subsystem) via its support for
IP applications.

When deploying this system in remote or rural areas, the
switching and vocoding functions can be moved closer to the base
stations while maintaining a central Mobility Manager and home
location register.  This can help operators reduce backhaul
costs.

"Emerging markets continue to be a growth opportunity for all
wireless technologies," noted Peter Jarich, principal analyst
with Current Analysis.  "Opex-efficient base stations are a key
component of any developing market offer.  Flexible switching
assets - along with credible professional services capabilities
- are equally important."

Lucent Services, a leading network solutions integrator, is one
of the industry's most experienced network services
organizations.  Lucent's Professional Services team provides a
wide range of wireless capabilities that fully complement
Lucent's products introduced including RF planning, network
optimization, deployment and integration, maintenance and remote
monitoring and control.

                   About Lucent Technologies

Headquartered in Murray Hill, New Jersey, Lucent Technologies
(NYSE: LU) -- http://www.lucent.com/-- designs and delivers the  
systems, services and software that drive next-generation
communications networks.  Backed by Bell Labs research and
development, Lucent uses its strengths in mobility, optical,
software, data and voice networking technologies, as well as
services, to create new revenue-generating opportunities for its
customers, while enabling them to quickly deploy and better
manage their networks.  Lucent's customer base includes
communications service providers, governments and enterprises
worldwide.

Lucent also operates in Austria, Belgium, China, Czech republic,
Denmark, France, Germany, India, Ireland, Japan, Korean, Brazil,
CIS, the Netherlands, Poland, Slovak Republic, Spain, Sweden,
Switzerland, Russia, and the United Kingdom.

                           *     *     *

As reported in the TCR-Europe on Nov. 9, Standard & Poor's
Ratings Services said that its 'BB' long-term corporate credit
rating on France-based Alcatel and its 'B' long-term corporate
credit rating on U.S.-based Lucent Technologies Inc. remain on
CreditWatch with negative and positive implications,
respectively, where they were placed on March 24 on news of the
two telecoms equipment makers' plans to merge.

The ratings will remain on CreditWatch until completion of the
merger and clarification of the ranking and support mechanisms
for the various debt classes within the merged group's capital
structure.  The ratings on the individual debt issues of each
company will be clarified at that time.

Standard & Poor's 'B' and 'B-1' short-term corporate ratings on
Alcatel and Lucent, respectively, are not on CreditWatch and
remain unchanged.

According to Troubled Company Reporter on April 7, Moody's
Investors Service placed Lucent Technologies, Inc.'s B1
corporate family rating, B1 senior unsecured rating, B3
subordinated rating, and B3 trust preferred rating under review
for possible upgrade following the company's announcement of a
definitive merger agreement with Alcatel.


PHELPS DODGE: Inks US$25.9-Bln Merger Pact with Freeport-McMoRan
----------------------------------------------------------------
Phelps Dodge Corp. and Freeport-McMoRan Copper & Gold Inc. have
signed a definitive merger agreement under which FCX will
acquire Phelps Dodge for around US$25.9 billion in cash and
stock, creating the world's largest publicly traded copper
company.

The combined company will be a new industry leader with large,
long-lived, geographically diverse assets and significant proven
and probable reserves of copper, gold, and molybdenum.

The company's increased scale of operations, management depth,
and strengthened cash flow will provide an improved platform to
capitalize on growth opportunities in the global market.

The combined company will be the largest North American-based
mining company.

The company will enjoy an excellent cost position, long reserve
life, a diversified geographic footprint, and an attractive
growth profile.

FCX currently operates the world-class Grasberg mine, located in
Papua, Indonesia, which is the world's largest copper and gold
mine in terms of reserves.

Phelps Dodge has mines in operation or under development in
North and South America, and Africa, including the world-class
Tenke Fungurume development project in the Democratic Republic
of the Congo.

The combined company will represent one of the most
geographically diversified portfolios of operating, expansion
and growth projects in the copper mining industry.

James R. Moffett, chairman of the board of FCX, said: "This
transaction combines two leading mining companies to form a
strong industry leader at a time when we see significant long-
term opportunities in our industry.  FCX has been built through
our exploration and development capabilities, and we will focus
on aggressively pursuing opportunities in the extensive Phelps
Dodge asset portfolio."

Richard C. Adkerson, FCX's president and chief executive
officer, said: "This acquisition is financially compelling for
FCX shareholders, who will benefit from significant cash flow
accretion, lower cost of capital, and improved geographic and
asset diversification.  The new FCX will continue to invest in
future growth opportunities with high rates of return and will
aggressively seek to reduce debt incurred in the acquisition
using the substantial free cash flow generated from the combined
business."

Adkerson continued: "Together, FCX and Phelps Dodge will have
the size, management depth and financial strength to optimize
existing operations and accelerate our growth by aggressively
pursuing promising new development projects, exploration and
acquisitions. We are enthusiastic about the addition of Phelps
Dodge's highly regarded mining team, which will complement our
existing organization, and are delighted to welcome Phelps
Dodge's talented team to the FCX family."

J. Steven Whisler, chairman and chief executive officer of
Phelps Dodge, said: "This transaction provides Phelps Dodge
shareholders a significant premium for their shares and gives
them the opportunity to participate in the upside potential of a
geographically diversified industry leader possessing the scale
and asset quality to compete on the global stage successfully.  
I believe our management team, with its industry-recognized
reputation for operational excellence and technological
innovation, possesses the skills in open pit and underground
mining and mineral processing to add value to FCX's operations.  
We look forward to working with FCX to realize all of the
benefits of this combination, and its exciting portfolio of
growth and expansion projects, for our shareholders, customers,
employees and suppliers."

                     Terms of the Transaction

Under the terms of the transaction, FCX will acquire all of the
outstanding common shares of Phelps Dodge for a combination of
cash and common shares of FCX for a total consideration of
US$126.46 per Phelps Dodge share, based on the closing price of
FCX stock on Nov. 17, 2006.

Each Phelps Dodge shareholder would receive US$88.00 per share
in cash plus 0.67 common shares of FCX.  This represents a
premium of 33% to Phelps Dodge's closing price on Nov. 17, 2006,
and 29% to its one-month average price at that date.

The cash portion of US$18 billion represents around 70% of the
total consideration.  In addition, FCX would deliver a total of
137 million shares to Phelps Dodge shareholders, resulting in
Phelps Dodge shareholders owning around 38% of the combined
company on a fully diluted basis.

The boards of directors of FCX and Phelps Dodge have each
unanimously approved the terms of the agreement and have
recommended that their shareholders approve the transaction.  
The transaction is subject to the approval of the shareholders
of FCX and Phelps Dodge, receipt of regulatory approvals and
customary closing conditions.  The transaction is expected to
close at the end of the first quarter of 2007.

FCX has received financing commitments from JPMorgan and Merrill
Lynch to fund the cash required to complete the transaction.  
After giving effect to the transaction, estimated pro forma
total debt at Dec. 31, 2006, would be around US$17.6 billion, or
around US$15 billion net of cash.

                Combined Financials and Production

For the 12-month period ending Sept. 30, 2006, the companies had
combined revenues of US$16.6 billion, EBITDA (operating income
before depreciation, depletion and amortization) of US$7.0
billion, and operating cash flows of US$5.5 billion.

For the year 2006, the combined company's estimated EBITDA would
approximate US$7.9 billion and operating cash flows would
approximate US$6.5 billion.

On a pro forma basis for 2006, the combined company's production
would approximate 3.7 billion pounds of copper (3.1 billion
pounds net of minority interests), 1.8 million ounces of gold
(1.7 million ounces net of minority interests) and 69 million
pounds of molybdenum.

Combined proven and probable reserves at Dec. 31, 2005, would
approximate 75 billion pounds of copper, 41 million ounces of
gold and 1.9 billion pounds of molybdenum, net of minority
interests.

                    Benefits Of The Transaction

   * the combined company is well positioned to benefit from the
     positive copper market at a time when there is a scarcity
     of large-scale copper development projects combined with
     strong global demand for copper.  The combined company's
     copper production growth is expected to be around
     25% over the next three years.

   * the combined company will benefit from long-lived reserves
     totaling 75 billion pounds of copper, 41 million ounces of
     gold and 1.9 billion pounds of molybdenum, net of minority
     interests.

   * THE combined company is expected to generate strong cash
     flows, enabling significant debt reduction.  For the year
     2006, the two companies are expected to generate estimated
     combined operating cash flows totaling US$6.5 billion.

   * FCX expects the transaction to be immediately accretive to
     FCX's earnings and cash flow.

   * the combined company's project pipeline will support
     industry-leading growth by delivering nearly 1 billion
     pounds of additional copper production capacity over the
     next three years.  Projects include Phelps Dodge's recent
     commissioning of the US$850 million expansion of the Cerro
     Verde mine in Peru; the development of the new US$550
     million Safford mine in Arizona; a potential project to
     extend the life of El Abra through sulfide leaching; the
     exciting Tenke Fungurume copper/cobalt project in the
     Democratic Republic of the Congo, which is expected to
     begin production by 2009; the expansion of FCX's DOZ
     underground mine in Indonesia; and other developments of
     FCX's large-scale, high-grade underground ore bodies in the
     Grasberg district in Indonesia.

   * the combined company is expected to generate strong cash
     flows, enabling significant debt reduction.  For the year
     2006, the two companies are expected to generate estimated
     combined operating cash flows totaling US$6.5 billion.

   * FCX expects the transaction to be immediately accretive to
     FCX's earnings and cash flow.

   * the combined company will have significant high potential
     exploration rights in copper regions around the world,
     including FCX's existing prospective acreage in Papua,
     Indonesia, and Phelps Dodge's opportunities at its Tenke
     concession, the U.S. and South America, as well as Phelps
     Dodge's portfolio of exciting exploration targets.  FCX
     will continue its longstanding focus on adding value
     through exploration.

   * the combination of FCX's and Phelps Dodge's proven
     management and best practices in open pit and underground
     mining will facilitate the sharing of expertise to optimize
     operations across the asset base.  Phelps Dodge's unique
     mining and processing technology provides opportunities to
     be applied to optimize metal production at Grasberg.

              Management Team and Board of Directors

James R. Moffett, chairman of FCX, will continue as chairman.
Richard C. Adkerson, chief executive officer of FCX, will serve
as chief executive officer of the combined company.

Upon completion of the transaction, J. Steven Whisler, chairman
and chief executive officer of Phelps Dodge, is expected to
retire after more than 30 years of service to Phelps Dodge.

Timothy R. Snider will be chief operating officer of the
combined company, Ramiro G. Peru will be chief financial officer
and Kathleen L. Quirk will be chief investment officer.

Mark J. Johnson will continue as chief operating officer of
FCX's Indonesian operations and Michael J. Arnold will continue
in his executive management role, including serving as chief
financial and administrative officer of FCX's Indonesian
operations.

At closing, FCX will add to its board of directors three
independent members from Phelps Dodge's board, increasing the
size of the board to sixteen directors in total.

The parent company will retain the Freeport-McMoRan Copper &
Gold Inc. name and trade on the New York Stock Exchange under
the symbol "FCX."  The Phelps Dodge name will continue to be
used in its existing operations.

The corporate headquarters of the combined company will be
located in Phoenix, Arizona, and FCX will maintain its New
Orleans, Louisiana, office for accounting and administrative
functions for its Indonesian operations.

                         Financial Policy

FCX has an established financial policy of maintaining a strong
financial position and returning excess cash to shareholders
through dividends and share purchases.  The continuation of
positive copper markets would provide substantial cash flows to
enable the combined company to achieve significant near-term
debt reductions.  In addition, FCX intends to consider
opportunities over time to reduce debt further through issuances
of equity and equity-linked securities and possibly through
asset sales.  FCX expects to continue its regular annual common
dividend of US$1.25 per share.  FCX is committed to its long-
standing tradition of maximizing value for shareholders.

                       Advisors and Counsel

J.P. Morgan Securities Inc. and Merrill Lynch & Co. are the
financial advisors of FCX.

Davis Polk & Wardwell and Jones, Walker, Waechter, Poitevent,
Carrere & Denegre L.L.P. are the legal counsel of FCX.

Citigroup Corporate and Investment Banking and Morgan Stanley &
Co. Incorporated are the financial advisors of Phelps Dodge.

Debevoise & Plimpton LLP is the legal counsel of Phelps Dodge.

               About Freeport-McMoRan Copper & Gold

Headquartered in New Orleans, Louisiana, Freeport-McMoRan Copper
& Gold Inc. (NYSE: FCX) -- http://www.fcx.com/-- explores for,  
develops, mines, and processes ore containing copper, gold, and
silver in Indonesia, and smelts and refines copper concentrates
in Spain and Indonesia.

                        About Phelps Dodge

Phelps Dodge Corporation (NYSE: PD) http://www.phelpsdodge.com/
-- is one of the world's leading producers of copper and
molybdenum and is the largest producer of molybdenum-based
chemicals and continuous-cast copper rod.  The company employs
15,000 people worldwide.  It maintains operations in Mexico,
Puerto Rico, Thailand, China, Japan, the Netherlands, and the
United Kingdom, among others.

                           *     *     *

In September 2006, Moody's Investors Service confirmed Phelps
Dodge's Preferred Stock 2 Shelf at (P)Ba1.


ROMPETROL GROUP: Fitch Keeps Issuer Default Rating at B-
--------------------------------------------------------
Fitch Ratings affirmed Netherlands-based The Rompetrol Group
N.V.'s Issuer Default rating at B-.  The Outlook remains Stable.  
TRG is a privately owned oil refining and marketing company,
with most of its assets and operations in Romania.

The rating reflects the balance of the favorable location and
strong operating results of TRG's key refinery in Romania and
the TRG group's aggressive financial profile.  It also takes
into account the group's increased geographical diversification
with the acquisition of Dyneff, a fuel distribution business in
France in January 2006, which generated 15% of the group's
EBITDA in Q106-Q306.

The rating also reflects TRG's high financial leverage, high
refinancing risk and aggressive capital expenditure program for
2007-2009.  Additionally, TRG operates in a highly cyclical
refining segment, which is expected to see deterioration in
refining margins in the next three years.

The rating also incorporates litigation risk related to a
possible trial following the Romanian General Prosecutor's
Office investigation on the two owners and managers of TRG.  
This risk is nevertheless mitigated by improved corporate
governance at the TRG group, including a strengthened management
team and corporate restructuring in 2006.

Due to considerable capital expenditure, devoted primarily to
the refining segment, TRG reported negative free cash flow
generation in 2004 and 2005, despite an improvement in
profitability.  Fitch notes that TRG's interest coverage ratio  
deteriorated to a tight 2.1x in Q106-Q306 from 4x in 2005.

This is mostly due to rising interest rates in 2006 and growing
debt at the TRG group.  Fitch notes that the tight interest
coverage is reported at the time of healthy refining margins.
This provides limited cushion for the group should cash flow
generation at its refining segment deteriorate significantly in
the next three years.

TRG group's gross debt grew significantly to US$660 million at
end-September 2006 from US$381 million at YE05.  This was driven
by the acquisition of Dyneff, increased working capital needs
due to growing crude oil prices and higher business volumes.

As a result, TRG's gross debt/EBITDA ratio deteriorated to 3.7x
at end-September 2006 from 2.4x at YE05.  Gross debt at end-
September 2006 consisted mostly of bank loans and convertible
bonds.

The rating reflects the group's high refinancing risk and its
limited back-up liquidity.  Most debt is still in the form of
short-term bank loans, which are being renewed each year.  At
end-September, the group had debt of US$370 million due within
one year.

Against this, available liquidity included cash at TRG of US$51
million and committed unused credit lines of around US$20
million.  In addition, the group had uncommitted credit lines of
US$162 million.  TRG plans to extend its debt maturity profile
in 2007, which would be viewed positively by Fitch.


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


VISTEON CORP: GKN Eyes European & South American Assets
-------------------------------------------------------
GKN plc has entered into exclusive discussions with Visteon
Corp. to explore the possible acquisition of certain Visteon
assets and liabilities in its European and South American
businesses.

These relate exclusively to Visteon's driveline business which
is conducted at the plants in Duren, Germany, Praszka, Poland,
and Swansea, Wales.  

Driveline assets at Visteon's Arbor plant, Sao Paulo, Brazil are
also included.  Total revenue of these businesses is around
GBP200 million.

A further announcement will be made regarding this possible
transaction when appropriate.

Headquartered in Van Buren Township, Michigan, Visteon Corp.
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive  
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and
services to aftermarket customers.  With corporate offices in
Michigan (U.S.); Shanghai, China; and Kerpen, Germany; the
company has more than 170 facilities in 24 countries and employs
around 50,000 people.

At Sept. 30, 2006 the Company's balance sheet showed total
assets of US$6.721 billion and total liabilities of US$6.823
billionresulting in a total shareholders' deficit of US$102
miilion.  Total shareholders' deficit at Dec. 31, 2005 stood at
US$48 million.

                          *     *     *

Standard & Poor's Ratings Services has lowered its long-term
corporate credit rating on Visteon Corp. to 'B' from 'B+' and
its short-term rating to 'B-3' from 'B-2'.  These actions stem
from the company's weaker-than-expected earnings and cash flow
generation, caused by vehicle production cuts, inefficiencies at
several plant locations, sharply lower aftermarket product
sales, continued pressure from high raw material costs, and
several unusual items that will impact 2006 results.


===============
P O R T U G A L
===============


INTERTAPE POLYMER: S&P Junks Rating on Weak 3rd Qtr. Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured ratings on Intertape Polymer Group Inc. to
'B-' from 'B+'.  In addition, S&P lowered the senior
subordinated rating on Intertape to 'CCC' from 'B-'.

At the same time, Standard & Poor's said that its ratings on
Intertape Polymer remain on CreditWatch with negative
implications.  The Oct. 4, 2006, CreditWatch placement followed
Intertape's announcement that it would initiate a process to
explore various strategic and financial alternatives.  The  
placement also anticipated a weakening in the company's third-
quarter operations.

"The CreditWatch continues to reflect uncertainty in the outcome
of the strategic review process, but is also focused on
Intertape's weak operating performance and a risk of
deterioration in liquidity," said Standard & Poor's credit
analyst Paul Kurias.

At Sept. 30, 2006, total debt (including present value of
operating leases and tax-adjusted postretirement employee
benefit liabilities) was US$370 million.

The downgrade reflects:

   -- a meaningful decline in earnings,

   -- an expectation of continuing difficult market
      conditions, and

   -- an increase in leverage, which could contribute to
      a weakening of liquidity.  

Intertape's third-quarter EBITDA declined around 40% on a
sequential basis.  The decline in earnings reflected weaker
demand, increased competitive pressures, and volatile input
prices.  Demand weakened for reasons including softness in some
end-markets such as housing.  Leverage has increased as a result
of the earnings decline. Total debt to EBITDA at Sept. 30, 2006,
was at 5.2x, an increase from the 4.6x level of the previous
quarter.  Standard & Poor's expects weak fourth-quarter earnings
to result in a further increase in leverage from Sept. 30
levels.

Standard & Poor's is particularly concerned that the increase in
leverage is likely to result in very little flexibility under
covenants related to the US$75 million revolving credit
facility, despite a recent amendment that loosened covenants.  
Though Intertape has generated positive free cash flow in recent
quarters, driven by lower working capital, operating profits are
weak and the revolving credit facility is a key source of
liquidity.  

At Sept. 30, availability under the facility constituted about
US$25 million of Intertape's US$40 million liquidity, with cash
balances accounting for the remaining US$15 million.  Any
near-term constraints in access to the credit facility, caused
by potential covenant breaches, would weaken liquidity
considerably and diminish Intertape's ability to meet a
relatively large interest payment of around
US$5.5 million due on Feb. 1, 2007.  The risk of a covenant
violation will heighten if earnings do not improve from existing
levels through the benefits of Intertape's cost reduction
program.

Ratings could be lowered in the near-term if earnings decline
unexpectedly, liquidity weakens, or leverage increases, or if
the review process results in outcomes that could lead to higher
debt levels, such as the sale of the company to another highly
leveraged company.  However, if the strategic review results in
actions that improve liquidity and reduce leverage, such as the
sale of assets, ratings could be affirmed or raised.

Standard & Poor's will continue to monitor the company's
strategic and financial review process, and efforts to improve
operating performance and free cash flow through cost and
working capital reduction measures.  The CreditWatch will be
resolved after evaluating additional information related to the
company's financial performance and ongoing strategic review.


=============
R O M A N I A
=============


BANCPOST: Fitch Keeps Individual Rating at D
--------------------------------------------
Fitch Ratings upgraded Romania-based Bancpost's ratings to
Issuer Default A- from BBB+ and to Support 1 from 2.  Following
the upgrade, the Outlook is now Stable.  The other ratings are
affirmed at Individual D and Short-term F2.

This action follows the upgrade of BP's majority shareholder
Greece-based EFG Eurobank Ergasias.  The IDR, Short-term and
Support ratings of BP reflect the extremely high potential
support it can expect to receive from Eurobank EFG.  

The Individual rating reflects profitability pressures,
potential asset quality problems due to rapid loan growth and
continued reliance on related-party funding.  These are balanced
by comfortable liquidity and a growing franchise.

The bank has been undergoing a major restructuring following the
acquisition of a majority shareholding by Eurobank EFG in 2003,
including the implementation of a centralized IT system, network
rationalization and the upgrading of risk management procedures.

Profitability deteriorated in 2005 mainly due to higher staff
costs and narrowing margins mainly from increased competition.
In H106 profitability improved mainly with stronger non-interest
income, though remains low.  Fitch is concerned that rapid loan
growth and loans denominated in foreign currency may create
potential asset quality problems.  This is mitigated to some
degree by the risk management procedures put in place following
the acquisition by Eurobank EFG.

Although customer deposits, dominated by low-cost current
accounts, continued to be the main source of funding in 2005,
reliance on related-party funding continued.  Shareholders
continued to inject cash capital in 2005.  Further cash capital
injections are essential if the bank is to support its planned
growth in risk-weighted assets and become more competitive.

BP was established in 1991.  Eurobank EFG first took a stake in
2000 and its shareholding reached 77.56% in September 2006.  BP
has 174 units throughout Romania.  At end-2005, BP represented
4.46% of system assets and offers full range of banking services
to large companies, small and medium-sized enterprises and
retail clients.


ROMPETROL GROUP: Fitch Keeps Issuer Default Rating at B-
--------------------------------------------------------
(11/20/fitch)
Fitch Ratings affirmed Netherlands-based The Rompetrol Group
N.V.'s Issuer Default rating at B-.  The Outlook remains Stable.  
TRG is a privately owned oil refining and marketing company,
with most of its assets and operations in Romania.

The rating reflects the balance of the favorable location and
strong operating results of TRG's key refinery in Romania and
the TRG group's aggressive financial profile.  It also takes
into account the group's increased geographical diversification
with the acquisition of Dyneff, a fuel distribution business in
France in January 2006, which generated 15% of the group's
EBITDA in Q106-Q306.

The rating also reflects TRG's high financial leverage, high
refinancing risk and aggressive capital expenditure program for
2007-2009.  Additionally, TRG operates in a highly cyclical
refining segment, which is expected to see deterioration in
refining margins in the next three years.

The rating also incorporates litigation risk related to a
possible trial following the Romanian General Prosecutor's
Office investigation on the two owners and managers of TRG.  
This risk is nevertheless mitigated by improved corporate
governance at the TRG group, including a strengthened management
team and corporate restructuring in 2006.

Due to considerable capital expenditure, devoted primarily to
the refining segment, TRG reported negative free cash flow
generation in 2004 and 2005, despite an improvement in
profitability.  Fitch notes that TRG's interest coverage ratio  
deteriorated to a tight 2.1x in Q106-Q306 from 4x in 2005.

This is mostly due to rising interest rates in 2006 and growing
debt at the TRG group.  Fitch notes that the tight interest
coverage is reported at the time of healthy refining margins.
This provides limited cushion for the group should cash flow
generation at its refining segment deteriorate significantly in
the next three years.

TRG group's gross debt grew significantly to US$660 million at
end-September 2006 from US$381 million at YE05.  This was driven
by the acquisition of Dyneff, increased working capital needs
due to growing crude oil prices and higher business volumes.

As a result, TRG's gross debt/EBITDA ratio deteriorated to 3.7x
at end-September 2006 from 2.4x at YE05.  Gross debt at end-
September 2006 consisted mostly of bank loans and convertible
bonds.

The rating reflects the group's high refinancing risk and its
limited back-up liquidity.  Most debt is still in the form of
short-term bank loans, which are being renewed each year.  At
end-September, the group had debt of US$370 million due within
one year.

Against this, available liquidity included cash at TRG of US$51
million and committed unused credit lines of around US$20
million.  In addition, the group had uncommitted credit lines of
US$162 million.  TRG plans to extend its debt maturity profile
in 2007, which would be viewed positively by Fitch.


UNICREDIT ROMANIA: Fitch Affirms Individual Rating at D
-------------------------------------------------------
Fitch Ratings affirmed UniCredit Romania S.A.'s ratings at
Issuer Default A-, Short-term F2, Support 1, and Individual D.  
The Outlook is Stable.

UCR's Issuer Default, Short-term and Support ratings reflect the
extremely high potential support available to it from its 99.95%
owner, UniCredito Italiano.  Its Issuer Default rating is
currently constrained by Romania's A- Country Ceiling.

The Individual rating reflects the bank's decent asset quality
to date and improved risk management structures introduced by
UCI, balanced by its modest franchise, low profitability and
reliance on shareholder funding.

Profitability has remained weak, primarily a result of the
bank's still high although improved cost base, relating to the
expansion of the network and higher loan loss provisions.

Loans grew 48% in 2005 and total loan loss reserves, despite
having increased significantly, remained very low as a
proportion of gross loans.  Fitch has some concerns over the
rapid loan growth, which may create asset quality problems.
Nevertheless improved risk management structures provide some
comfort in this regard.

The growth of customer deposits has not kept pace with asset
growth, and reliance on related-party funding has increased to
comprise 43% of total funding at end-2005, including
subordinated facilities.  Capitalization has also declined with
the growth of the bank, and Fitch considers further capital
injections from the shareholders to be necessary to fund future
growth.

UCR forms part of UCI's strategy to expand into central and
eastern Europe.  In October 2005, UCI acquired Bayerische Hypo-
und Vereinsbank AG.  It has been announced that the merger of
UCR with Banca Comerciala HVB Tiriac Bank in Romania is expected
to complete in mid-2007, which would create the third largest
Romanian bank, representing around 9% of total banking assets.


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


AGRO-SNAB OJSC: Ivanovo Bankruptcy Hearing Slated for Feb. 26
-------------------------------------------------------------
The Arbitration Court of Ivanovo Region will convene at 9:30
a.m. on Feb. 26, 2007, to hear the bankruptcy supervision
procedure on OJSC Agro-Snab.  The case is docketed under Case
No. A 17-1846/06-1-B.

The Temporary Insolvency Manager is:

         Z. Barinova
         Office 52
         Teatralnaya Str. 16
         Ivanovo Region
         Russia

The Arbitration Court of Ivanovo Region is located at:

         B. Khmelnitskogo Str. 59B
         Ivanovo Region
         Russia

The Debtor can be reached at:

         OJSC Agro-Snab
         Sadovaya Str. 2
         Palekh
         Ivanovo Region
         Russia


AKHIM CJSC: Moscow Court Names I. Gorn as Insolvency Manager
------------------------------------------------------------
The Arbitration Court of Moscow Region appointed Mr. I. Gorn as
Insolvency Manager for CJSC Akhim.  He can be reached at:

         I. Gorn
         Post User Box 183
         127018 Moscow Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A40-47648/06-95-1045B.

The Arbitration Court of Moscow is located at:

         Novaya Basmannaya Str. 10
         Moscow Region
         Russia

The Debtor can be reached at:

         CJSC Akhim
         Chayanova Str. 8/26
         Moscow Region
         Russia


ALCEM OJSC: Asset Sale Slated for December 4
--------------------------------------------
LLC Trust, the bidding organizer for OJSC Alcem, will open a
public auction for the company's properties at noon on Dec. 4
at:

         LLC Trust
         Komsomolskiy Pr. 79-2
         Barnaul
         Altay Region
         Russia

Interested participants have until 5:00 p.m. on Nov. 30 to
deposit an amount equivalent to 10% of the starting price to:

         OJSC Uralsib
         Barnaul
         Settlement Account 40702810934000000803
         Correspondent Account 30101810900000000742
         TIN 2225061831
         KPP 222501001
         BIK 040173742

Bidding documents must be submitted to:

         LLC Trust
         Komsomolskiy Pr. 79-2
         Barnaul
         Altay Region
         Russia

The Debtor can be reached at:

         OJSC Alcem
         Golukha
         Zarinskiy Region
         Altay Region
         Russia


ALUMINA CJSC: Court Names A. Pshenkov as Insolvency Manager
-----------------------------------------------------------
The Arbitration Court of Kalmykiya Republic appointed Mr. A.
Pshenkov as Insolvency Manager for CJSC Alumina.  He can be
reached at:

         A. Pshenkov
         Lenina Pr. 79-102
         400078 Volgograd Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A22-1944/06/15-280.

The Debtor can be reached at:

         CJSC Alumina
         Urmary
         Kalmykiya Republic
         Russia


ARCHITECTURE. BUILDING: Court Names A. Shadrin to Manage Assets
---------------------------------------------------------------
The Arbitration Court of Udmurtiya Republic appointed Mr. A.
Shadrin as Insolvency Manager for CJSC Architecture. Building.
Trading.  He can be reached at:

         A. Shadrin
         Office 66a
         K. Marksa Str. 246
         Izhevsk
         426008 Udmurtiya Republic
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A71-6923/2006-G29.

The Arbitration Court of Udmurtiya Republic is located at:

         Lomonosova Str. 5
         Izhevsk
         426004 Udmurtiya Republic
         Russia

The Debtor can be reached at:

         CJSC Architecture. Building. Trading
         Pesochnaya Str. 11
         Izhevsk
         426069 Udmurtiya Republic
         Russia


BARMA AND POSTNIK: Court Names L. Ponomareva to Manage Assets
-------------------------------------------------------------
The Arbitration Court of Moscow appointed Ms. L. Ponomareva as
Insolvency Manager for CJSC Building Company Barma and Postnik
(TIN 7705142134).  She can be reached at:

         L. Ponomareva
         Post User Box 600
         603000 Nizhniy Novgorod Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A40-29826/06-86-489B.

The Arbitration Court of Moscow is located at:

         Novaya Basmannaya Str. 10
         Moscow Region
         Russia

The Debtor can be reached at:

         CJSC Building Company Barma and Postnik
         Building 8
         Tverskaya Str. 12/3/2/17
         Moscow
         Russia


BARNAULSKIY FACTORY: Court Starts Reorganization Process
--------------------------------------------------------
The Arbitration Court of Altay Region commenced external
management bankruptcy procedure on OJSC Barnaulskiy Factory of
Fuel Apparatus.  The case is docketed under Case No. A03-4592/
06-B.

The Temporary Insolvency Manager is:

         A. Lyutyj
         Post User Box 103
         119415 Moscow Region
         Russia

The Debtor can be reached at:

         OJSC Barnaulskiy Factory of Fuel Apparatus
         Kalinina Pr. 28
         Barnaul
         656037 Altay Region
         Russia


BUILDER LLC: Court Names I. Madzhuga as Insolvency Manager
----------------------------------------------------------
The Arbitration Court of Samara Region appointed Mr. I. Madzhuga
as Insolvency Manager for LLC Builder.  He can be reached at:

         I. Madzhuga
         Office 40
         Br. Korostelevykh Str. 268
         443001 Samara Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A55-8184/06.

The Arbitration Court of Samara Region is located at:

         Avrory Str. 148
         Samara Region
         Russia

The Debtor can be reached at:

         LLC Builder
         Khvorostyanka
         Samara Region
         Russia


CENTERTELECOM OAO: One of Russia's Transparent Firm, S&P Says
-------------------------------------------------------------
According to the results of the annual survey of the Russian
companies' information transparency conducted by Standard &
Poor's, OJSC CenterTelecom was included in the list of leaders
and took the 19th place among 70 Russian participants of the
survey.  

The total level of information transparency of CenterTelecom in
2006, according to the assessment of the agency's experts, made
62%.

For its survey Standard & Poor's chose Russia's largest public
companies, which have the most liquid shares and had passed the
listing at the Moscow Interbank Currency Exchange.  During the
analysis, the level of information transparency of three main
public sources were estimated:

   -- annual reports,
   -- Web sites, and
   -- reports filed to the governing bodies.

The supplementary element of this year survey became the
analysis of the corporate governance structures of the Russian
companies.  The methodology of the survey is based on 106
criteria arranged into three groups: ownership structure and
shareholders rights, financial and operating information,
structure and procedure of Board of Directors and management
activities.

General Director of OJSC CenterTelecom Sergei Pridantsev noted
that development of the conversation with financial and
investment community is one of the first-priority tasks for OJSC
CenterTelecom.

"Information transparency is one of the most important elements
of the investors confidence forming," Mr. Pridantsev said.  "We
are trying to correspond to the highest world standards of
transparency increasing the level of information transparency
and the quality of corporate governance with due consideration
of the leading international experts opinion."

                       About CenterTelecom

OAO CenterTelecom -- http://www.centertelecom.ru/eng-- provides  
fixed-line and mobile communications in the Russian Central
Federal District.  CenterTelecom had a charter capital of
RUR6.31 billion (about US$234 million) as of July 1, 2006.

The company's shares are listed on the Russian Trading System
stock exchange and the Moscow Inter-Bank Currency Exchange, and
its Level-1 American Depositary Receipts circulate on the U.S.
over-the-counter market and the Berlin and Frankfurt stock
exchanges.

                        *     *     *

As reported in the TCR-Europe on Oct. 20, Fitch Ratings changed
OAO Centertelecom's Outlook to Positive from Stable.  Its
ratings are affirmed at Issuer Default B- and Short-term B.  
CT's National Long-term rating is affirmed at BB+.  The Outlook
on the National Long-term rating has been changed to Positive
from Stable.  

Fitch has also assigned a BB+ rating to CT's RUB3 billion bond
with a maturity in August 2011.

Standard & Poor's Ratings Services also raised its long-term
corporate credit rating on CenterTelecom to B from B- (with
stable outlook) as well as its long-term Russian national scale
rating to ruBBB+ from ruBBB-.


CENTERTELECOM OAO: Fulfills Obligation on Bond Offer
----------------------------------------------------
OJSC CenterTelecom informs that the holders of interest-bearing
non-convertible series 04 bonds have not used their right to
present the bonds for redemption under conditions of public
irrevocable offer.

During the Bonds Presentation Period on the offer, Oct. 19 to
Nov. 9, Purchasing Agent OJSC JSCB Rosbank didn't receive any
notification about sale of OJSC CenterTelecom bonds under the
conditions of public irrevocable offer.

Commenting on the results of obligations fulfillment on the
offer Alexander Lutsky, Deputy General Director and Financial
Director of OJSC CenterTelecom, noted that the absence of the
bonds sale bids demonstrated attraction of the issue for the
participants of the stock market.

"As a result of the OJSC CenterTelecom Management activities
credit quality of the Company improved and this positively
reflected in upgrade of long-term credit rating of
Standard&Poor's up to B (Outlook: Stable) and Fitch Ratings
Outlook from Stable to Positive," Mr. Lutsky said.  "So, we
managed to strengthen the confidence of investors to the Company
as a debtor.  The absence of the bonds presentation for
redemption under conditions of public irrevocable offer will
positively influence on the Company's liquidity."

In 2001-2006 OJSC CenterTelecom placed five bonded debts to the
total amount of RUR11.82 billion, three of which to the total
amount of RUR3.2 rubles have already been redeemed.  At the
moment there are two largest debts of the Company in
circulation:

   -- series 04 bonds with total par value of RUR5.6 billion;
      and

   -- series 05 bonds with total par value of RUR3

Besides that, in Q4 2006 US$115 million international loan for
four years with the further issue of CLN has been made.

                       About CenterTelecom

OAO CenterTelecom -- http://www.centertelecom.ru/eng-- provides  
fixed-line and mobile communications in the Russian Central
Federal District.  CenterTelecom had a charter capital of
RUR6.31 billion (about US$234 million) as of July 1, 2006.

The company's shares are listed on the Russian Trading System
stock exchange and the Moscow Inter-Bank Currency Exchange, and
its Level-1 American Depositary Receipts circulate on the U.S.
over-the-counter market and the Berlin and Frankfurt stock
exchanges.

                        *     *     *

As reported in the TCR-Europe on Oct. 20, Fitch Ratings changed
OAO Centertelecom's Outlook to Positive from Stable.  Its
ratings are affirmed at Issuer Default B- and Short-term B.  
CT's National Long-term rating is affirmed at BB+.  The Outlook
on the National Long-term rating has been changed to Positive
from Stable.  

Fitch has also assigned a BB+ rating to CT's RUB3 billion bond
with a maturity in August 2011.

Standard & Poor's Ratings Services also raised its long-term
corporate credit rating on CenterTelecom to B from B- (with
stable outlook) as well as its long-term Russian national scale
rating to ruBBB+ from ruBBB-.


CHAISSKIY MACADAM: Court Names L. Bychkova as Insolvency Manager
----------------------------------------------------------------
The Arbitration Court of Penza Region appointed Ms. L. Bychkova
as Insolvency Manager for OJSC Chaisskiy Macadam Factory.  She
can be reached at:

         L. Bychkova
         Shmidta Str. 4
         440039 Penza Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A49-4227/2006-386b/10.

The Arbitration Court of Penza Region is located at:

         Belinskogo Str. 2
         440600 Penza Region
         Russia

The Debtor can be reached at:

         OJSC Chaisskiy Macadam Factory
         Pavlovka
         Nikolskiy Region
         Penza Region
         Russia


CHERNUSHINSKIY LLC: Court Names B. Novikov as Insolvency Manager
----------------------------------------------------------------
The Arbitration Court of Perm Region appointed Mr. B. Novikov as
Insolvency Manager for LLC Meat Combine Chernushinskiy.  He can
be reached at:

         B. Novikov
         Lenina Str. 36
         Chernushka
         617830 Perm Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A-50-15068/2006-B.

The Arbitration Court of Perm Region is located at:

         Lunacharskogo Str. 3
         Perm Region
         Russia

The Debtor can be reached at:

         LLC Meat Combine Chernushinskiy
         Bedryazh
         Chernushinskiy Region
         617816 Perm Region
         Russia


COMPUTER SYSTEMS: Court Names V. Babanov as Insolvency Manager
--------------------------------------------------------------
The Arbitration Court of Samara Region appointed Mr. V. Babanov
as Insolvency Manager for CJSC Computer Systems and
Technologies.  He can be reached at:

         V. Babanov
         Krasnogvardeyskaya Str. 4-59
         443112 Samara Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A55-13405/2006.

The Arbitration Court of Samara Region is located at:

         Avrory Str. 148
         Samara Region
         Russia

The Debtor can be reached at:

         CJSC Computer Systems And Technologies
         Samara Region
         Russia


DENISOVO LLC: Tyumen Bankruptcy Hearing Slated for Jan. 18
----------------------------------------------------------
The Arbitration Court of Tyumen Region will convene at 9:00 a.m.
on Jan. 18, 2007, to hear the bankruptcy supervision procedure
on LLC Denisovo.  The case is docketed under Case No. A-70-7595/
3-2006.

The Temporary Insolvency Manager is:

         D. Zaynullina
         Office 703
         Khokhryakova Str. 47
         625000 Tyumen Region
         Russia

The Arbitration Court of Tyumen Region is located at:

         Khokhryakova Str. 77
         627000 Tyumen Region
         Russia

The Debtor can be reached at:

         LLC Denisovo
         Novoselov Str. 1
         Denisovo
         Isetskiy Region
         626395 Tyumen Region
         Russia


GELENZHIKSKIY CJSC: Court Names V. Zotyev as Insolvency Manager
---------------------------------------------------------------
The Arbitration Court of Krasnodar Region appointed Mr. V.
Zotyev as Insolvency Manager for CJSC Gelenzhikskiy House-
Building Combine (TIN 2304039035).  He can be reached at:

         V. Zotyev
         Nakhichevanskiy Per. 64
         344010 Rostov-na-Donu
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A-32-16467/06-27/973-B.

The Arbitration Court of Krasnodar Region is located at:

         Krasnaya Str. 6
         Krasnodar Region
         Russia

The Debtor can be reached at:

         CJSC Gelenzhikskiy House-Building Combine
         Lunacharskogo Str. 169
         Gelendzhik
         Krasnodar Region
         Russia


GOLDEN FLEECE: Court Names O. Filippova as Insolvency Manager
-------------------------------------------------------------
The Arbitration Court of Amur Region appointed Ms. O. Filippova
as Insolvency Manager for CJSC Golden Fleece (TIN 2801071350).  
She can be reached at:

         O. Filippova
         Pervomayskaya Str. 1
         Blagoveshensk
         675000 Amur Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A04-1327/06-10/102 B.

The Debtor can be reached at:

         CJSC Golden Fleece
         Office 217
         Shevchenko Str. 6
         Blagoveshensk
         675000 Amur Region
         Russia


IMPULSE CJSC: Court Names M. Makhnev as Insolvency Manager
----------------------------------------------------------
The Arbitration Court of Krasnodar Region appointed Mr. M.
Makhnev as Insolvency Manager for CJSC Impulse (TIN 2321003198).  
He can be reached at:

         M. Makhnev
         Rostov-na-Donu
         344010 Krasnodar Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A32-15433/2006-46/1425-B.

The Arbitration Court of Krasnodar Region is located at:

         Krasnaya Str. 6
         Krasnodar Region
         Russia

The Debtor can be reached at:

         CJSC Impulse
         Tikhoretsk
         Krasnodar Region
         Russia


LUKOIL OAO: Allocates US$100 Billion to Hike Output Until 2017
---------------------------------------------------------------
OAO Lukoil will pour in around US$100 billion to increase its
oil and gas production for the next 10 years, RIA Novosti cites
Lukoil Chief Executive Vagit Alekperov.

According to Mr. Alekperov, Lukoil plans to hike:

   -- annual liquid hydrocarbon output to 50 million tons; and
   -- annual natural gas production to 50 billion cubic meters.

"These are very high figures, and we are confident in achieving
them, based on our physical reserve base," Mr. Alekperov told
RIA Novosti.  

Mr. Alekperov added Lukoil currently has 30 billion tons in oil
reserves.  He revealed that with the investment scheme, the
company could develop and fortify its world market position, and
at the same time transform into a diversified energy company.

As reported in the TCR-Europe on Nov. 21, Lukoil will invest
around US$27 billion until 2017 to expand its overseas
production and fund projects and acquisitions, says RIA Novosti
citing Andrei Kuzyaev, President of Lukoil Overseas Holding Ltd.

"In the long-term, in line with our development strategy, we
plan to produce at least 40 million tons of hydrocarbons by 2017
outside Russia, and to invest about US$27 billion not only in
current projects, but also in new acquisitions," Mr. Kuzyaev
said.

                          About Lukoil

Headquartered in Moscow, Russia, OAO Lukoil (LSE: LKOD; MICEX,
RTS: LKOH) -- http://www.lukoil.com/-- explores and produces  
oil & gas, petroleum products and petrochemicals, and markets
the outputs.  Most of the Company's exploration and production
activity is located in Russia, and its main resource base is in
Western Siberia.

                          *     *     *

As reported in the TCR-Europe on July 12, Standard & Poor's
Ratings Services raised its long-term corporate credit rating on
Lukoil OAO to 'BB+' from 'BB'.  S&P said the outlook is
positive.


LUKOIL OAO: Eyes 20% Stake in Total's Kharyaga Oil Field
--------------------------------------------------------
OAO Lukoil welcomed a possible 20% stake in Kharyaga oil field
project provided that the decision-making process be changed,
RIA Novosti cites Lukoil Board of Directors member Ravil
Maganov.

Lukoil is currently holding talks with Total S.A. to acquire a
stake in Kharyaga oil field project.

"A 20% stake will suit us, if changes are made to the work
procedure of the board of directors," Mr. Maganov told RIA
Novsoti.

Total, which has been developing the Kharyaga deposit since
January 1999, holds a 50% stake in the project, along with Norsk
Hydro ASA (40%) and Russia's Nenets Oil Co. (10%).

                          About Lukoil

Headquartered in Moscow, Russia, OAO Lukoil (LSE: LKOD; MICEX,
RTS: LKOH) -- http://www.lukoil.com/-- explores and produces
oil & gas, petroleum products and petrochemicals, and markets
the outputs.  Most of the Company's exploration and production
activity is located in Russia, and its main resource base is in
Western Siberia.

                          *     *     *

As reported in the TCR-Europe on July 12, Standard & Poor's
Ratings Services raised its long-term corporate credit rating on
Lukoil OAO to 'BB+' from 'BB'.  S&P said the outlook is
positive.


MEAT PRODUCT: Court Names L. Nechaeva as Insolvency Manager
-----------------------------------------------------------
The Arbitration Court of Kirov Region appointed Ms. L. Nechaeva
as Insolvency Manager for LLC Meat Product.  She can be reached
at:

         L. Nechaeva
         Bolshevikov Str. 89a-21
         610002 Kirov Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A28-416/06-290/20.

The Arbitration Court of Kirov Region is located at:

         K-Libknekhta Str. 102
         610017 Kirov Region
         Russia

The Debtor can be reached at:

         L. Nechaeva
         Bolshevikov Str. 89a-21
         610002 Kirov Region
         Russia


MILK CJSC: Murmansk Court Names P. Tarasov as Insolvency Manager
----------------------------------------------------------------
The Arbitration Court of Murmansk Region appointed Mr. P.
Tarasov as Insolvency Manager for CJSC Milk.  He can be reached
at:

         P. Tarasov
         Post User Box 19
         OPS-100
         170100 Tver Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A56-17211/2006.

The Arbitration Court of Murmansk Region is located at:

         Knipovicha Str. 20
         Murmansk Region
         Russia

The Debtor can be reached at:

         CJSC Milk
         Pervomayskaya Str. 57
         Kandalaksha
         184040 Murmansk Region
         Russia


PEREVOLOTSKIY BUTTER: Court Names A. Pakhomov to Manage Assets
--------------------------------------------------------------
The Arbitration Court of Orenburg Region appointed Mr. A.
Pakhomov as Insolvency Manager for OJSC Perevolotskiy Butter
Factory.  He can be reached at:

         A. Pakhomov
         Ilyinka Str. 5/2
         Moscow Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A47-9669/05-14GK.

The Arbitration Court of Orenburg Region is located at:

         9th January Str. 64
         460046 Orenburg Region
         Russia

The Debtor can be reached at:

         A. Pakhomov
         Ilyinka Str. 5/2
         Moscow Region
         Russia


PORCELAIN OF RUSSIA: Court Names A. Pshenkov to Manage Assets
-------------------------------------------------------------
The Arbitration Court of Kalmykiya Republic appointed Mr. A.
Pshenkov as Insolvency Manager for CJSC Porcelain of Russia.  He
can be reached at:

         A. Pshenkov
         Lenina Pr. 79-102
         400078 Volgograd Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A22-1374/06/1-191.

The Debtor can be reached at:

         CJSC Porcelain of Russia
         Elista
         Kalmykiya Republic
         Russia


PROGRESS OJSC: Rostov Bankruptcy Hearing Slated for Mar. 19
-----------------------------------------------------------
The Arbitration Court of Rostov Region will convene at 11:15
a.m. on Mar. 19, 2007, to hear the bankruptcy supervision
procedure on OJSC Progress.  The case is docketed under Case No.
A53-11301/2006-S2-7.

The Temporary Insolvency Manager is:

         V. Shvayko
         Bujnakskaya Str. 2/56
         344037 Rostov-na-Donu
         Russia

The Arbitration Court of Rostov Region is located at:

         Stanislavskogo Str. 8a
         344008 Rostov-na-Donu
         Russia

The Debtor can be reached at:

         OJSC Progress
         Lenina Str. 20
         Progress
         Volgodonskiy Region
         Rostov Region
         Russia


PROMSVYAZBANK JSCB: Gets US$12-Mln Loan from Nova Ljubljanska
-------------------------------------------------------------
JSCB Promsvyazbank signed a loan agreement with Slovenian bank
Nova Ljubljanska Banka d.d.

According to the agreement, NLB will provide Promsvyazbank with
US$12-million loan for a period of five years.  The raised funds
will be allocated to finance Promsvyazbank's corporate clients.

Promsvyazbank and NLB have had long-term cooperation in
promoting and developing business and trade links between
Russian and Slovenian companies.

Headquartered in Moscow, JSCB Promsvyazbank --
http://www.psbank.ru/eng/-- engages in lending business,
project finance, leasing regional projects expanding its
presence in the financial markets.

Alexey and Dmitry Annaniev are the major shareholders in the
Bank.  Nova Ljubljanska Banka (Slovenia) holds 3.65% while
Rostelecom owns 0.27%.

                        *     *     *

As reported in the TCR-Europe on Oct. 5, Fitch Ratings upgraded
Russia-based JSC Promsvyazbank's Issuer Default rating to B+
from B.  The other ratings are affirmed at Short-term B,
Individual D and Support 5; Stable Outlook.  Fitch has also
assigned an expected Long-term rating of B+ to PSB's upcoming
senior unsecured eurobond and an expected Long-term rating of B-
to its upcoming subordinated debt issue.

Moody's Investors Service assigned a Ba3 foreign currency debt
rating to the Loan Participation Notes to be issued on a limited
recourse basis by PSB Finance S.A. for the sole purpose of
funding a loan to Promsvyazbank.  The outlook for the rating is
stable.

Moody's Ba3 debt rating is based on the fundamental credit
quality of Promsvyazbank.  The holders of the notes will be
relying for repayment solely and exclusively on the ability of
Promsvyazbank to make payments under the loan agreement.


ROSNEFT OIL: Earns RUR76.4 Billion Profit for Nine Months 2006
--------------------------------------------------------------
OAO Rosneft Oil Co. released its financial results for the nine
months ended Sept. 30, 2006, and prepared according to Russian
Accounting Standards.

For the January-September 2006 period, Rosneft posted a 43.2%
year-on-year hike in net profit to RUR76.4 billion against a
27.7% year-on-year increase in revenues to RUR458.6 billion.

Rosneft, RIA Novosti says, also increased its gross profit by
10.4% year-on-year to RUR143.7 billion.

The company's authorized capital following the consolidation of
its 12 subsidiaries reached RUR106 million.  The Russian
government owns a 75.16% stake in the company.

                        About Rosneft

Headquartered in Moscow, Russia, OAO Rosneft Oil Co. --
http://ns.roilcom.ru/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.


ROSTO CJSC: Rostov Bankruptcy Hearing Slated for Feb. 20
--------------------------------------------------------
The Arbitration Court of Rostov Region will convene at 3:00 p.m.
on Feb. 20, 2007, to hear the bankruptcy supervision procedure
on CJSC Shakhtinskiy Air-Repair Factory Rosto.  The case is
docketed under Case No. A53-11299/06-S2-8.

The Temporary Insolvency Manager is:

         E. Shakulov
         Bujnakskaya Str. 2/56
         344037 Rostov-na-Donu
         Russia

The Arbitration Court of Rostov Region is located at:

         Stanislavskogo Str. 8a
         344008 Rostov-na-Donu
         Russia

The Debtor can be reached at:

         CJSC Shakhtinskiy Air-Repair Factory Rosto
         Shakhty
         Rostov Region
         Russia


RUSSIAN STYLE: Moscow Court Names I. Gorn as Insolvency Manager
---------------------------------------------------------------
The Arbitration Court of Moscow appointed Mr. I. Gorn as
Insolvency Manager for OJSC Insurance Company Russian Style.  He
can be reached at:

         I. Gorn
         Post User Box 183
         127018 Moscow Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A40-46377/06-95-1028B.

The Arbitration Court of Moscow is located at:

         Novaya Basmannaya Str. 10
         Moscow Region
         Russia

The Debtor can be reached at:

         OJSC Insurance Company Russian Style
         Osipenko Str. 69/44
         Moscow Region
         Russia


SEVERNYJ OJSC: Bankruptcy Hearing Slated for February 20
--------------------------------------------------------
The Arbitration Court of St. Petersburg and Leningrad Region
will convene on Feb. 20, 2007, to hear the bankruptcy
supervision procedure on OJSC Wood Working Combine Severnyj (TIN
2463046430, OGRN 1022402148669).  The case is docketed under
Case No. A56-13943/2006.

The Temporary Insolvency Manager is:

         V. Dobryshkin
         Post User Box 21900
         660060 Krasnoyarsk
         Russia

The Arbitration Court of St. Petersburg and the Leningrad Region
is located at:

         Hall 113
         Suvorovskiy Pr. 50/52
         St. Petersburg
         Russia

The Debtor can be reached at:

         OJSC Wood Working Combine Severnyj
         Molodyezhnaya Str. 66A
         Sosnovyj Bor
         188544 Leningrad Region
         Russia


SISTEMA CAPITAL: S&P Upgrades Long-Term Debt Rating to B+
---------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term debt
rating to 'B+' from 'B' on the senior unsecured debt issued by
Sistema Capital S.A. and OJSC Sistema Finance Investments, and
on the senior secured debt issued by Sistema Finance S.A.  

All three companies are financing vehicles for Russian
Telecommunications and industrials holding group Sistema (JSFC)
(BB-/Stable/--), which guarantees the debt.

The revision follows S&P's review of the structural
subordination of Sistema's debt with respect to that of its key
operating subsidiary, Mobile TeleSystems (OJSC).

The one-notch upgrade reflects the improvement in recent
quarters in the position of Sistema's creditors with respect to
that of MTS' creditors.

"The better recovery prospects for Sistema's debt are supported
by the company's progress in streamlining its corporate
structure; continuing growth of its key subsidiaries with
operations in fixed-line telecommunications, technology,
financial services, and real estate; and increasing
capitalization," said Standard & Poor's credit analyst Lorenzo
Sliusarev.  "Furthermore, Sistema's moderate parent-company debt
bodes well for its creditors' position."

Consequently, we expect the company to maintain a moderate debt
burden contained at a maximum 20%-25% of its total market
capitalization.
    
"Nevertheless, the remaining one-notch differential between
Sistema's and MTS' debt ratings reflects our view that the
prospective recovery of funds in a potential default by either
company would likely be more favorable for MTS' creditors than
for those of Sistema," added Mr. Sliusarev.

                         Ratings List

                                 To               From
                                 --               ----
  Sistema (JSFC)
  Corporate credit rating        BB-/Stable/--    BB-/Stable/--

  Sistema Finance S.A.
  Senior secured*                B+               B

  Sistema Capital S.A.
  OJSC Sistema Finance
  Investments
  
  Senior unsecured debt*         B+               B

  *Guaranteed by Sistema (JSFC)


SISTEMA FINANCE: S&P Raises Long-Term Debt Rating to B+ from B
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term debt
rating to 'B+' from 'B' on the senior unsecured debt issued by
Sistema Capital S.A. and OJSC Sistema Finance Investments, and
on the senior secured debt issued by Sistema Finance S.A.  All
three companies are financing vehicles for Russian
Telecommunications and industrials holding group Sistema (JSFC)
(BB-/Stable/--), which guarantees the debt.

The revision follows our review of the structural subordination
of Sistema's debt with respect to that of its key operating
subsidiary, Mobile TeleSystems (OJSC).

The one-notch upgrade reflects the improvement in recent
quarters in the position of Sistema's creditors with respect to
that of MTS' creditors.

"The better recovery prospects for Sistema's debt are supported
by the company's progress in streamlining its corporate
structure; continuing growth of its key subsidiaries with
operations in fixed-line telecommunications, technology,
financial services, and real estate; and increasing
capitalization," said Standard & Poor's credit analyst Lorenzo
Sliusarev.  "Furthermore, Sistema's moderate parent-company debt
bodes well for its creditors' position."

Consequently, we expect the company to maintain a moderate debt
burden contained at a maximum 20%-25% of its total market
capitalization.
    
"Nevertheless, the remaining one-notch differential between
Sistema's and MTS' debt ratings reflects our view that the
prospective recovery of funds in a potential default by either
company would likely be more favorable for MTS' creditors than
for those of Sistema," added Mr. Sliusarev.

                         Ratings List

                                 To               From
                                 --               ----
  Sistema (JSFC)
  Corporate credit rating        BB-/Stable/--    BB-/Stable/--

  Sistema Finance S.A.
  Senior secured*                B+               B

  Sistema Capital S.A.
  OJSC Sistema Finance
  Investments
  
  Senior unsecured debt*         B+               B

  *Guaranteed by Sistema (JSFC)



SISTEMA JSFC: S&P Lifts Sistema Capital's Debt Rating to B+
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term debt
rating to 'B+' from 'B' on the senior unsecured debt issued by
Sistema Capital S.A. and OJSC Sistema Finance Investments, and
on the senior secured debt issued by Sistema Finance S.A.  All
three companies are financing vehicles for Russian
Telecommunications and industrials holding group Sistema (JSFC)
(BB-/Stable/--), which guarantees the debt.

The revision follows our review of the structural subordination
of Sistema's debt with respect to that of its key operating
subsidiary, Mobile TeleSystems (OJSC).

The one-notch upgrade reflects the improvement in recent
quarters in the position of Sistema's creditors with respect to
that of MTS' creditors.

"The better recovery prospects for Sistema's debt are supported
by the company's progress in streamlining its corporate
structure; continuing growth of its key subsidiaries with
operations in fixed-line telecommunications, technology,
financial services, and real estate; and increasing
capitalization," said Standard & Poor's credit analyst Lorenzo
Sliusarev.  "Furthermore, Sistema's moderate parent-company debt
bodes well for its creditors' position."

Consequently, we expect the company to maintain a moderate debt
burden contained at a maximum 20%-25% of its total market
capitalization.
    
"Nevertheless, the remaining one-notch differential between
Sistema's and MTS' debt ratings reflects our view that the
prospective recovery of funds in a potential default by either
company would likely be more favorable for MTS' creditors than
for those of Sistema," added Mr. Sliusarev.

                         Ratings List

                                 To               From
                                 --               ----
  Sistema (JSFC)
  Corporate credit rating        BB-/Stable/--    BB-/Stable/--

  Sistema Finance S.A.
  Senior secured*                B+               B

  Sistema Capital S.A.
  OJSC Sistema Finance
  Investments
  
  Senior unsecured debt*         B+               B

  *Guaranteed by Sistema (JSFC)


SYZRANSKAYA FURNITURE: Court Names Y. Levin to Manage Assets
------------------------------------------------------------
The Arbitration Court of Samara Region appointed Mr. Y. Levin as
Insolvency Manager for CJSC Syzranskaya Furniture Factory.  He
can be reached at:

         Y. Levin
         Post User Box 41
         Syzran
         446001 Samara Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A55-36637/2005-13.

The Arbitration Court of Samara Region is located at:

         Avrory Str. 148
         Samara Region
         Russia

The Debtor can be reached at:

         CJSC Syzranskaya Furniture Factory
         Khvalynskaya Str. 83
         Syzran
         446012 Samara Region
         Russia


USOLYE-OIL-SERVICE: Bankruptcy Hearing Slated for Feb. 21
---------------------------------------------------------
The Arbitration Court of Irkutsk Region will convene at 10:00
a.m. on Feb. 21, 2007, to hear the bankruptcy supervision
procedure on CJSC Usolye-Oil-Service.  The case is docketed
under Case No. A19-16515/06-49.

The Temporary Insolvency Manager is:

         V. Mamonov
         Post User Box 150
         664011 Irkutsk-11
         Russia

The Arbitration Court of Irkutsk Region is located at:  

         Room 303
         Gagarina Avenue 70
         664025 Irkutsk Region
         Russia

The Debtor can be reached at:

         CJSC Usolye-Oil-Service
         Komsomolskiy Pr. 134
         Usolye-Sibirskoye
         Irkutsk region
         Russia


VADSKIY OJSC: Court Names A. Tigulev as Insolvency Manager  
----------------------------------------------------------
The Arbitration Court of Nizhniy Novgorod Region appointed Mr.
A. Tigulev as Insolvency Manager for OJSC Agricultural Complex
Vadskiy (TIN 5206002410).  He can be reached at:

         A. Tigulev
         Beketova Str. 38a
         603146 Nizhniy Novgorod Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A43-4371/2006 33-31.

The Arbitration Court of Nizhniy Novgorod Region is located at:

         Kremlin 9
         603082 Nizhniy Novgorod Region
         Russia

The Debtor can be reached at:

         OJSC Agricultural Complex Vadskiy
         Privokzalnaya Str. 1a
         Vad
         Nizhniy Novgorod Region
         Russia


VERESHAGINSKIY MEAT: Court Starts Bankruptcy Supervision
--------------------------------------------------------
The Arbitration Court of Perm Region commenced bankruptcy
supervision procedure on OJSC Vereshaginskiy Meat Combine.
The case is docketed under Case No. A-50-15391/2006-B.

The Temporary Insolvency Manager is:

         OJSC Vereshaginskiy Meat Combine
         Sadovaya Str. 2
         Vereshagino
         617120 Perm Region
         Russia

The Arbitration Court of Perm Region is located at:

         Lunacharskogo Str. 3
         Perm Region
         Russia

The Debtor can be reached at:

         OJSC Vereshaginskiy Meat Combine
         Sadovaya Str. 2
         Vereshagino
         617120 Perm Region
         Russia


ZAKHAROV CJSC: Court Names Zh. Tachkova as Insolvency Manager
-------------------------------------------------------------
The Arbitration Court of Nizhniy Novgorod Region appointed Ms.
Zh. Tachkova as Insolvency Manager for CJSC Furniture Factory of
Zakharov.  She can be reached at:

         Zh. Tachkova
         Shmidta Str. 4
         440039 Penza Region
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A43-92712006-27-429.

The Arbitration Court of Nizhniy Novgorod Region is located at:

         Kremlin 9
         603082 Nizhniy Novgorod Region
         Russia

The Debtor can be reached at:

         CJSC Furniture Factory of Zakharov
         Gagarina Pr. 110
         Nizhniy Novgorod Region
         Russia


===============
S L O V E N I A
===============


ABANKA VIPA: Fitch Rates Upcoming Hybrid Issue at BB+
-----------------------------------------------------
Fitch Ratings assigned Abanka Vipa d.d.'s upcoming hybrid issue
an expected Long-term BB+ rating.  The final rating will be
contingent on final documentation conforming to information
already received.

Abanka is rated Issuer Default BBB with Negative Outlook, Short-
term F3, Individual C, and Support 3.  The rating of the hybrid
issue reflects Fitch's standard methodology of two notches for
entities rated in the BBB range.

The notes will qualify as Tier 1 capital under Slovene
regulations.  Interest payments can be deferred in the event of
there being no distributable reserves, or if no payment was
declared or made for securities ranking equally or junior to
these notes.

Interest is non-cumulative.  The notes are perpetual, but there
is a step-up clause after 10 years at which date the securities
are callable by Abanka.


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


CM BANCAJA 1: Fitch Junks EUR16.2-Million Class E Notes
-------------------------------------------------------
Fitch Ratings affirmed all Classes of CM Bancaja 1, Fondo de
Titulizacion de Activos' notes due December 2036:

   -- EUR349,878,027 Class A (ISIN ES037934006) affirmed at AAA;
   -- EUR25,300,000 Class B (ISIN ES0379349014) affirmed at A;
   -- EUR16,200,000 Class C (ISIN ES0379349022) affirmed at BBB;
   -- EUR15,200,000 Class D (ISIN ES0379349030) affirmed at BB;
   -- EUR16,200,000 Class E (ISIN ES0379349048) affirmed at CC.

The rating actions reflect the deal's stable performance.  No
losses or defaults have been registered to date.  The 90days+
and 180d+ delinquency rates currently stand at 0.26% of the
outstanding pool.  This is well below Fitch's base case for
default, set at close.  The current weighted average life, as
calculated by Fitch, is 2.24 years.

The collateral pool initially consisted of 158 loans, which has
now reduced to 129 due to amortizations.  Meanwhile Class A has
amortized to 72.39% of its initial balance as of the October
2006 trustee report.  The largest 10 obligors currently make up
38.74% of the outstanding portfolio balance compared to 34.73%
at closing.

The increase in credit enhancement resulting from deleveraging
has offset the additional concentration risk.  The collateral
pool is significantly more concentrated than comparable SME
collateralized loan obligations in Spain, which is reflected in
the higher base default rate set at closing.

The uncollateralized Class E notes were issued to finance the
creation of the reserve fund and were subscribed by Bancaja at
closing.  The reserve fund is currently fully funded, but can
amortize according to certain rules during the transaction's
life subject to an absolute minimum level of 1% of the
performing collateral pool.

This transaction is a cash flow securitization of an initially
EUR540 million static pool of secured loans granted by Caja de
Ahorros de Valencia Castellon y Alicante to Spanish SMEs and
bigger companies.  The collateral is fully secured on first-
ranking mortgages.  

The issuer is legally represented and managed by Titulizacion de
Activos SGFT, SA, a special-purpose management company with
limited liability incorporated under the laws of Spain.


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


ARMSTRONG WORLD: 2006 Third Quarter Earnings Down to US$39.2 Mln
----------------------------------------------------------------
Armstrong World Industries Inc. reported third quarter 2006 net
sales of US$973.6 million, 4% higher than third quarter net
sales of US$937 million in 2005, which includes a US$13 million
favorable impact from foreign exchange rates.

Net earnings for the quarter were reported at US$39.2 million
versus US$46.1 million for the comparable quarter in the prior
year.

Operating income for the quarter increased to US$67.4 million
from US$66.5 million in the third quarter of 2005.  Adjusted
operating income for the quarter of US$82.5 million increased
27% compared with adjusted operating income of US$65.2 million
in the prior year quarter.

The year-over-year growth in third quarter 2006 adjusted
operating income benefited from price increases in excess of
manufacturing cost inflation, improved product mix in European
businesses, improved direct manufacturing costs in all
businesses, and lower manufacturing period expense in our floor
businesses.  Increased earnings in its WAVE joint venture also
contributed to the growth.  Notably, the growth was achieved
despite significant volume declines in North American resilient
business where vinyl declines offset laminate growth.

                        Segment Highlights

Resilient Flooring net sales were US$304.8 million in the third
quarter of 2006 and US$311.5 million in the same period of 2005.
Excluding the favorable impact of foreign exchange rates, net
sales decreased 4%.  The decline was primarily due to decreased
volume for vinyl products in North America.  The Company
reported operating loss of US$2.9 million in the quarter
compared with reported income in the third quarter of 2005 of
US$7.7 million.  Adjusted operating income of US$4.5 million,
compared with US$5.9 million on the same basis in the prior year
period.  The decline is primarily attributable to lower sales.  
The benefits of increased manufacturing efficiency were greater
than the impact of cost inflation in the period.

Wood Flooring net sales of US$217.2 million in the current
quarter declined 1% from US$220.2 million in the prior year as
weakness in the U.S. housing markets drove volume declines in
both engineered and solid wood floors.  Reported operating
income of US$16.5 million in the quarter was below the US$25.7
million reported in the third quarter of 2005.  The reduction in
operating income was due to the sales volume decline combined
with higher lumber prices and increased promotional spending.  
Production costs improved during the period.

Textiles and Sports Flooring net sales in the third quarter of
2006 increased to US$86.3 million from US$79.7 million.  
Excluding the effects of favorable foreign exchange rates of
US$3.9 million, sales grew 3% primarily on higher volume in
carpet tiles and better price realization in broadloom carpet.  
Reported operating income of US$4.2 million in 2006 increased
from US$3.2 million in 2005 on the growth in sales.

Building Products net sales of US$304.5 million in the current
quarter increased from US$268.2 million in the prior year.
Excluding the effects of favorable foreign exchange rates of
US$5 million, sales increased by 12% primarily due to price
increases made to offset inflationary pressures, and improved
product mix in both the U.S. and European markets.  Volume
increased in North America and the Pacific Rim.  Reported
operating income increased to US$59.7 million from operating
income of US$43.1 million in the third quarter of 2005.  The
growth was driven by improved price realization, better product
mix and increased equity earnings in WAVE.

Cabinet net sales in the third quarter of 2006 of US$60.8
million increased 6% from US$57.4 million in 2005 on higher
selling prices and improved product mix.  Volume decreased
slightly.  Reported operating income for the third quarter of
US$3.8 million improved from the prior year's US$300,000
operating loss, primarily driven by the sales growth, and lower
SG&A spending.

                       Year-to-Date Results

For the nine-month period ending Sept. 30, 2006, net sales were
US$2.795 billion compared with US$2.696 billion reported for the
first nine months of 2005.  Excluding the US$10.4 million impact
from unfavorable foreign exchange rates, net sales increased by
4%.  The sales growth was due to improved price and product mix
on flat volume, and all segments grew sales except Resilient
Flooring.

Operating income in the first nine months of 2006 was
US$188.1 million compared with operating income of US$110.2
million for the same period in 2005.  Adjusted operating income
of US$209.9 million increased 59% compared with adjusted
operating income of US$131.9 million in the prior year period.  
The improvement in operating income was primarily due to higher
sales, improved manufacturing productivity and reduced SG&A
expenses.

                             Outlook

For the fourth quarter of 2006, the Company expects commercial
markets are expected to remain strong, while the decline in the
U.S. housing market will continue to reduce volumes in its
residential businesses.  On a consolidated basis, improved
prices are anticipated to continue to offset cost inflation, and
reductions in direct manufacturing costs are expected to be
sustained.

The Company disclosed that due to fresh start reporting
adjustments associated with its Oct. 2, 2006, emergence from
Chapter 11, reported fourth quarter operating income will not be
comparable to prior periods.

A full-text copy of AWI's Third Quarter 2006 Results may be
viewed at no charge at http://ResearchArchives.com/t/s?148d

Based in Lancaster, Pennsylvania, Armstrong World Industries,
Inc. -- http://www.armstrong.com/-- the major operating  
subsidiary of Armstrong Holdings, Inc., designs, manufactures
and sells interior floor coverings and ceiling systems, around
the world, including Belgium and Sweden.
                                     
The company and its affiliates filed for chapter 11 protection
on December 6, 2000 (Bankr. Del. Case No. 00-04469).
StephenKarotkin, Esq., at Weil, Gotshal & Manges LLP, and
Russell C.Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The
company and its affiliates tapped the Feinberg Group for
analysis, evaluation, and treatment of personal injury asbestos
claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured
Creditors. The Creditors Committee tapped Houlihan Lokey for
financial and investment advice.  The Official Committee of
Asbestos Personal Injury Claimant hired Ashby & Geddes as
counsel.

The Bankruptcy Court confirmed AWI's plan on Nov. 18, 2003.  The
District Court Judge Robreno confirmed AWI's Modified Plan on
Aug. 14, 2006.  The Clerk entered the formal written
confirmation order on Aug. 18, 2006.  The company's "Fourth
Amended Plan of Reorganization, as Modified," has become
effective and AWI has emerged from Chapter 11.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Armstrong World Industries Inc. to 'BB' from 'D',
following the Company's emergence from bankruptcy on Oct. 2,
2006.  S&P said the outlook is stable.


ARMSTRONG WORLD: 7 Directors Own 8,183 Phantom Stock Units Each
---------------------------------------------------------------
In separate Form 4 filings with the U.S. Securities and Exchange
Commission, seven directors of Armstrong World Industries, Inc.,
disclosed that each of them directly owns 8,183 units of Phantom
Stock pursuant to AWI's 2006 Phantom Stock Unit Plan.

The Directors are James J. Gaffney, Robert C. Garland, Judith R.
Haberkorn, Russell F. Peppet, Arthur J. Pergament, John Joseph
Roberts, and Alexander M. Sanders, Jr.

Of the 8,183 Phantom Stock Units, 2,183 units will vest on the
earlier date of the award's one-year anniversary or the date of
any change in control, while the other 6,000 units will vest in
one-thirds on the first, second and third anniversaries of the
award or if earlier, upon the date of any change in control.

The Phantom Stock Units will expire on the earlier of (i) the
six-month anniversary of the director's separation from service
for any reason other than removal for cause or (ii) the date of
any change in control.

Based in Lancaster, Pennsylvania, Armstrong World Industries,
Inc. -- http://www.armstrong.com/-- the major operating  
subsidiary of Armstrong Holdings, Inc., designs, manufactures
and sells interior floor coverings and ceiling systems, around
the world, including Belgium and Sweden.
                                     
The company and its affiliates filed for chapter 11 protection
on December 6, 2000 (Bankr. Del. Case No. 00-04469).
StephenKarotkin, Esq., at Weil, Gotshal & Manges LLP, and
Russell C.Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The
company and its affiliates tapped the Feinberg Group for
analysis, evaluation, and treatment of personal injury asbestos
claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured
Creditors. The Creditors Committee tapped Houlihan Lokey for
financial and investment advice.  The Official Committee of
Asbestos Personal Injury Claimant hired Ashby & Geddes as
counsel.

The Bankruptcy Court confirmed AWI's plan on Nov. 18, 2003.  The
District Court Judge Robreno confirmed AWI's Modified Plan on
Aug. 14, 2006.  The Clerk entered the formal written
confirmation order on Aug. 18, 2006.  The company's "Fourth
Amended Plan of Reorganization, as Modified," has become
effective and AWI has emerged from Chapter 11.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Armstrong World Industries Inc. to 'BB' from 'D',
following the Company's emergence from bankruptcy on Oct. 2,
2006.  S&P said the outlook is stable.


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


AKKOMA LLC: Aargau Court Begins Bankruptcy Proceedings
------------------------------------------------------
The Bankruptcy Court of Aargau in Brugg commenced bankruptcy
proceedings against LLC Akkoma on Sept. 18, 2006.

Headquartered in Mohlin, Switzerland, the Debtor constructs
walls in high-rise buildings.


AR-BAU LLC: Liestal Court Begins Bankruptcy Proceedings
-------------------------------------------------------
The Bankruptcy Court for the District of Liestal commenced
bankruptcy proceedings against LLC AR-Bau on Sept. 27, 2006.

The Debtor can be contacted at:

         LLC AR-Bau
         Rheinstrasse 79
         4402 Frenkendorf
         Liestal
         Switzerland


ARC LLC: Insufficient Assets Prompt Court to Suspend Bankruptcy
---------------------------------------------------------------
The Bankruptcy Court for the District of Aarau suspended the
bankruptcy proceedings of LLC ARC because the company's assets
are insufficient to pay creditors' claims.

The owner of the building where the company is headquartered
must estimate the detained property according to the Bankruptcy
Code of Switzerland.  

Only creditors holding pledges against the Debtor are required
to submit their written proofs of claim by Nov. 27 to:

         The Bankruptcy Service of Aargau in Oberentfelden
         5036 Oberentfelden
         Aarau, Aargau
         Switzerland

The Debtor can be reached at:

         LLC ARC
         Rohrerstrasse 89
         5000 Aarau
         Aargau
         Switzerland


BAKO HANDELS: Aargau Court Closes Bankruptcy Proceedings
--------------------------------------------------------
The Bankruptcy Court of Aargau in Oberentfelden closed the
bankruptcy proceedings of JSC Bako Handels on Oct. 17.  

The Company can be contacted at:

         JSC Bako Handels
         Dahlienweg 4
         5018 Erlinsbach
         Aargau
         Switzerland


BODECOR LLC: Aargau Court Opens Bankruptcy Proceedings
------------------------------------------------------
The Bankruptcy Court of Aargau in Brugg commenced bankruptcy
proceedings against LLC Bodecor on Oct. 16.

Headquartered in Klingnau, Aargau, Switzerland, LLC Bodecor is
engaged in interior finishing and consultation.


BOMBARDIER INC: Prices New EUR1.9 Billion Senior Notes Issue
------------------------------------------------------------
Bombardier Inc. priced a new EUR1.9 billion issue of Senior
Notes.  

The offering, made principally in Europe and the United States,
will consist of a EUR800 million aggregate principal amount of
floating rate senior notes due 2013 based on EUROLIBOR +3.125%,
a US$385 million (EUR300 million) aggregate principal amount of
8% Senior Notes due 2014 and a EUR800 million aggregate
principal amount of 7.25% Senior Notes due 2016.

This offering of Senior Notes is part of a refinancing plan to
provide Bombardier with increased financial and operating
flexibility.  The refinancing plan also contemplates the
entering into a new EUR4.3 billion-syndicated letter of credit
facility, within a few weeks, to replace existing facilities
prior to their maturity.  

The net proceeds of the offering of the Senior Notes will be
used to repurchase all of the outstanding EUR500 million 6.125%
Notes due 2007 issued in Europe by Bombardier Capital Funding LP
and a principal amount to be determined of the EUR500 million
5.75% Notes due 2008 issued in Europe by Bombardier Inc., which
will have been duly tendered pursuant to tender offers launched
on Oct. 23, 2006.  

Each tender offer is made upon the terms and subject to the
conditions (including the jurisdictional limitations) set out in
the Invitation Memorandum dated Oct. 23, 2006 relating thereto.  
The proceeds of the offering will also be used to retire all of
the outstanding US$220 million 7.09% Notes due 2007 issued by
Bombardier Capital Inc. and to support the new syndicated letter
of credit facility.

"The purpose of our refinancing initiative is to take advantage
of current favourable conditions in the debt capital markets and
to extend Bombardier's debt maturity profile," said Francois
Lemarchand, Senior Vice President and Treasurer, Bombardier Inc.  
"This transaction, one of the largest euro denominated corporate
issue ever, was significantly oversubscribed which reflects the
confidence of the European and U.S. capital markets in the
Corporation's ability to execute its business plan."

                     About Bombardier

Headquartered in Valcourt, Quebec, Bombardier Inc. (TSX: BBD) --
http://www.bombardier.com/-- manufactures transportation  
solutions, from regional aircraft and business jets to rail
transportation equipment.  In Europe, it maintains operations in
Northern Ireland, United Kingdom, Germany, Switzerland, Sweden,
and Austria.  Its revenues for the fiscal year ended Jan. 31,
2006 were US$14.7 billion and its shares are traded in the
Toronto Stock Exchange.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2006,
Dominion Bond Rating Service confirmed the ratings of Bombardier
Inc. and Bombardier Capital Ltd.  The Senior Unsecured
Debentures of both Bombardier Inc. and Bombardier Capital Ltd.
are confirmed at BB, and Preferred Shares of Bombardier Inc. at
Pfd-4.  All trends are Negative.

In a TCR-Europe report on Nov. 1, Fitch Ratings has downgraded
the debt and Issuer Default Ratings for both Bombardier Inc.  
The Company's issuer default rating was downgraded from BB to
BB-. Other rating actions include, Senior unsecured debt revised
to 'BB-' from 'BB'; Credit facilities revised to 'BB-' from 'BB'
and Preferred stock revised to 'B' from 'B+'.  The Rating
Outlook is Stable.

At the same time, Standard & Poor's Ratings Services affirmed
its 'BB' long-term corporate credit rating on Bombardier.  At
the same time, Standard & Poor's assigned its 'BB' issue rating
to Bombardier's proposed issuance of up to EUR1.8 billion seven-
to-ten-year multi-tranche senior unsecured notes.

Moody's Investors Service also assigned its Ba2 rating to
Bombardier Incorporated's proposed EUR1.8 billion in new senior
unsecured notes and affirms all current ratings.


IPT INFORMATICS: Aargau Court Closes Bankruptcy Process
-------------------------------------------------------
The Bankruptcy Court of Aargau in Brugg closed the bankruptcy
proceedings of JSC IPT Informatics Project Team on Oct. 19.

The Company can be contacted at:

         JSC IPT Informatics Project Team
         Liebrutistrasse 20
         4303 Kaiseraugst
         Aargau
         Switzerland


JASARI KUNSTSTOFFE: Liestal Court Begins Bankruptcy Proceedings
---------------------------------------------------------------
The Bankruptcy Court for the District of Liestal commenced
bankruptcy proceedings against LLC Jasari Kunststoffe on
Sept. 28, 2006.

The Debtor can be contacted at:

         LLC Jasari Kunststoffe
         Netzibodenstrasse 34
         4133 Pratteln
         Basel-Country
         Switzerland


TPI CONSULTING: Liestal Court Closes Bankruptcy Proceedings
-----------------------------------------------------------
The Bankruptcy Court of Liestal closed the bankruptcy
proceedings of LLC TPI Consulting on Oct. 16.

The Company can be reached at:

         LLC TPI Consulting
         Ermitagestrasse 17
         4144 Arlesheim
         Basel-Country
         Switzerland


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


TURKIYE SINAI: Fitch Lifts Int'l. Local Currency IDR at BB
----------------------------------------------------------
Fitch Ratings upgraded Turkey-based Turkiye Sinai Kalkinma
Bankasi A.S. International local currency Issuer Default rating
to BB from BB- and National Long-term rating to A+ from A.  

The bank's other ratings are affirmed at foreign currency IDR
BB-, Short-term foreign and local currency at B, Individual C/D,
and Support 3.  The Outlooks on the foreign and local currency
IDRs remain Positive and the Outlook on the National rating
remains Stable.

The upgrade in TSKB's local currency IDR and National rating
reflects the increased support by and its strategic importance
to its parent, Turkiye Is Bankasi A.S.  TSKB is 50.1%-owned by
Isbank Group and it is the largest development and investment
bank in Turkey.

The ratings of TSKB are underpinned by its improved asset
quality, good profitability, strong capitalization and niche
position as the largest development and investment bank in
Turkey.  These are balanced by limited earnings diversification
and the vulnerability of the business to a volatile operating
environment.

TSKB mainly extends medium- and long-term loans, funded by
facilities obtained from diversified international and domestic
sources.  The majority of its overseas funding is guaranteed by
the Turkish Treasury.  TSKB's core business lines are
development and investment banking.


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


AGAT LLC: Zhitomir Court Starts Bankruptcy Supervision
------------------------------------------------------
The Economic Court of Zhitomir Region commenced bankruptcy
supervision procedure on LLC Agat (code EDRPOU 31563342).  The
case is docketed under Case No. 3/148-b.

The Temporary Insolvency Manager is:

         Volodimir Kravtsov
         Polyova Square 10/7
         10009 Zhitomir Region
         Ukraine

The Economic Court of Zhitomir Region is located at:

         Berdichivska Str. 25
         Mala
         10014 Zhitomir Region
         Ukraine

The Debtor can be reached at:

         LLC Agat
         Radyanska Str. 6-A
         Malin
         11601 Zhitomir Region
         Ukraine


AGROZAGOTPOSTACH LLC: Harkiv Court Starts Bankruptcy Supervision
----------------------------------------------------------------
The Economic Court of Harkiv Region commenced bankruptcy
supervision procedure on LLC Agrozagotpostach (code EDRPOU
30759742) on Oct. 5.  The case is docketed under Case No. B-50/
143/06.

The Temporary Insolvency Manager is:

         V. Kalashnikov
         Druzhbi Narodiv Str. 233/82
         Harkiv Region
         Ukraine

The Economic Court of Harkiv Region is located at:

         Derzhprom 8th Entrance
         Svobodi Square 5
         61022 Harkiv Region
         Ukraine

The Debtor can be reached at:

         LLC Agrozagotpostach
         Anri Barbus Str. 3-A
         61022 Harkiv Region
         Ukraine


ALFA-PIK LLC: Zaporizhya Court Starts Bankruptcy Supervision
------------------------------------------------------------
The Economic Court of Zaporizhya Region commenced bankruptcy
supervision procedure on LLC Alfa-Pik (code EDRPOU 13632026) on
Sept. 25.  The case is docketed under Case No. 25/128/06.  

The Temporary Insolvency Manager is:

         M. Vereshak
         Kostyantin Velikij Str. 16/16
         69002 Zaporizhya Region
         Ukraine

The Debtor can be reached at:

         LLC Alfa-Pik
         a/b 5191
         Geroiv Stalingradu Str. 48/220
         69002 Zaporizhya Region
         Ukraine


BMU HARKIVGAZBUD-1: Harkiv Court Names Yurij Artuh as Liquidator
----------------------------------------------------------------
The Economic Court of Harkiv Region appointed Yurij Artuh as
Liquidator/Insolvency Manager for LLC BMU Harkivgazbud-1 (code
EDRPOU 31150692).

The Court commenced bankruptcy proceedings against the company
after finding it insolvent on Oct. 2.  The case is docketed
under Case No. B-39/67-06.

The Economic Court of Harkiv Region is located at:

         Derzhprom 8th Entrance
         Svobodi Square 5
         61022 Harkiv Region
         Ukraine

The Debtor can be reached at:

         LLC BMU Harkivgazbud-1
         Ohtirska Str. 15
         Harkiv Region
         Ukraine


DNIPRO LLC: Dnipropetrovsk Court Starts Bankruptcy Supervision
--------------------------------------------------------------
The Economic Court of Dnipropetrovsk Region commenced bankruptcy
supervision procedure on Agricultural LLC Dnipro (code EDRPOU
30927468) on Oct. 2.  The case is docketed under Case No. B 15/
124-06.

The Temporary Insolvency Manager is:

         Oleksandr Osadchij
         Chernishevskij Str. 15
         49005 Dnipropetrovsk Region
         Ukraine

The Economic Court of Dnipropetrovsk Region is located at:

         Kujbishev Str. 1a
         49600 Dnipropetrovsk Region
         Ukraine

The Debtor can be reached at:

         Agricultural LLC Dnipro
         Ukrainka
         Mezhivskij District
         52905 Dnipropetrovsk Region
         Ukraine


KOMETA PLUS: Zhitomir Court Starts Bankruptcy Supervision
---------------------------------------------------------
The Economic Court of Zhitomir Region commenced bankruptcy
supervision procedure on LLC Kometa Plus (code EDRPOU 38205617)
on Oct. 5.  The case is docketed under Case No. 7/167-V.

The Temporary Insolvency Manager is:

         Leonid Shishkin
         Chernyahivskij Str. 20-A/19
         10014 Zhitomir Region
         Ukraine

The Economic Court of Zhitomir Region is located at:

         Berdichivska Str. 25
         Mala
         10014 Zhitomir Region
         Ukraine

The Debtor can be reached at:

         LLC Kometa Plus
         Meblevij Lane 3-a
         10001 Zhitomir Region
         Ukraine


MAKS LLC: AR Krym Court Commences Bankruptcy Supervision
--------------------------------------------------------
The Economic Court of AR Krym Region commenced bankruptcy
supervision procedure on LLC Maks (code EDRPOU 19012655).  The
case is docketed under Case No. 2-4/12981-2006.

The Temporary Insolvency Manager is:

         Oleksandr Borisenko
         Kujbishev Str. 15/165
         Simferopol
         95000 AR Krym Region
         Ukraine

The Economic Court of AR Krym Region is located at:

         Karl Marks Str. 18
         Simferopol
         95000 AR Krym Region
         Ukraine

The Debtor can be reached at:

         LLC Maks
         Aromatnij Lane 16
         Viline
         Bahchisaray District
         98433 AR Krym Region
         Ukraine


MRIYA LLC: Dnipropetrovsk Court Starts Bankruptcy Supervision
-------------------------------------------------------------
The Economic Court of Dnipropetrovsk Region commenced bankruptcy
supervision procedure on LLC Mriya (code EDRPOU 20259094) on
Oct. 11.  The case is docketed under Case No. B29/219/06.

The Temporary Insolvency Manager is:

         Romanov Kostyantin
         a/b 3740
         49064 Dnipropetrovsk Region
         Ukraine

The Economic Court of Dnipropetrovsk Region is located at:

         Kujbishev Str. 1a
         49600 Dnipropetrovsk Region
         Ukraine

The Debtor can be reached at:

         LLC Mriya
         Peremogi Avenue 41/95
         Dniprodzerzhinsk
         Dnipropetrovsk Region
         Ukraine


PERESICHANSKIJ OIL: Court Names Shvets Ruslan as Liquidator
-----------------------------------------------------------
The Economic Court of Harkiv Region appointed Shvets Ruslan as
Liquidator/Insolvency Manager for LLC Peresichanskij Oil
Extracting Plant (code EDRPOU 33120633).

The Court commenced bankruptcy proceedings against the company
after finding it insolvent on Oct. 9.  The case is docketed
under Case No. B-39/120-06.

The Economic Court of Harkiv Region is located at:

         Derzhprom 8th Entrance
         Svobodi Square 5
         61022 Harkiv Region
         Ukraine

The Debtor can be reached at:

         LLC Peresichanskij Oil Extracting Plant
         Krinichnij Lane 5
         Harkiv Region
         Ukraine


PMK-41 CJSC: AR Krym Court Names K. Kubalov to Liquidate Assets
---------------------------------------------------------------
The Economic Court of AR Krym Region appointed Mr. K. Kubalov as
Liquidator/Insolvency Manager for CJSC PMK-41 (code EDRPOU
01271528).

The Court commenced bankruptcy proceedings against the company
after finding it insolvent on Aug. 29.  The case is docketed
under Case No. 2-11/2731-2006.

The Economic Court of AR Krym Region is located at:

         Karl Marks Str. 18
         Simferopol
         95000 AR Krym Region
         Ukraine

The Debtor can be reached at:

         CJSC PMK-41
         Shkilna Str. 55a
         Armyansk
         96012 AR Krym Region
         Ukraine


UKREXIMBANK: Fitch Assigns Final B Rating on US$30-Mln Sub Debt
---------------------------------------------------------------
Fitch Ratings assigned Credit Suisse International's US$30
million 8.4% issue of limited recourse loan participation notes
due February 2016 with interest rate step-up in February 2011 a
final Long-term B rating.  

The notes are to be used solely for financing a subordinated
loan to The State Export-Import Bank of Ukraine (Ukreximbank).
CSI will only pay noteholders amounts, if any, received from
Ukreximbank under the loan agreement.

The new notes will be consolidated and form a single series with
CSI's US$95 million issue of 8.4% notes, due February 2016 with
interest rate step-up in February 2011.

Ukrexim was founded in 1992 and was within the top five
Ukrainian banks by assets at end-Q306.  The bank's principal
franchise lies in serving corporate customers and their
workforce.  The bank has a significant national presence through
96 points-of-sale, which compliment its continuous
diversification efforts.

Besides its commercial banking activities, Ukreximbank is the
only Ukrainian bank that acts as a sole financial agent for
international loans that are originated, borrowed or guaranteed
by the state.


ZDOLBUNIV' BREAD: Court Names Vasil Ribak as Insolvency Manager
---------------------------------------------------------------
The Economic Court of Rivne Region appointed Vasil Ribak as
Liquidator/Insolvency Manager for OJSC Zdolbuniv' Bread Plant
(code EDRPOU 00379459).

The Court commenced bankruptcy proceedings against the company
after finding it insolvent on Sept. 11.  The case is docketed
under Case No. 1 b/1-B-01.

The Economic Court of Rivne Region is located at:

         Yavornitski Str. 59
         33001 Rivne Region
         Ukraine

The Debtor can be reached at:

         OJSC Zdolbuniv' Bread Plant
         Shepkin Str. 13
         35700 Rivne Region Ukraine
         35700 Rivne Region
         Ukraine


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


ABBAGREEN LIMITED: Claims Filing Period Ends Dec. 12
----------------------------------------------------
Creditors of Abbagreen Limited have until Dec. 12 to send their
names and addresses and the particulars of their debts or claim,
and or any security held by them, and the names and addresses of
their Solicitors (if any), to Joint Liquidator Andrew John
Turner at:

         Andrew John Turner
         Lovewell Blake
         89 Bridge Road
         Oulton Broad
         Lowestoft
         Suffolk NR32 3LN
         United Kingdom

The company can be reached at:

         Abbagreen Limited
         1 Peppers Hall Cottage
         Cross Green
         Cockfield
         Bury St. Edmunds
         Suffolk IP300LG
         United Kingdom
         Tel: 01284 827 133
         Fax: 01284 827 144


ARRAN FUNDING: S&P Assigns Low-B Ratings on GBP57.9-Mln Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
credit ratings to the GBP57.9 million (equivalent) asset-backed
floating-rate notes series 2006-A to be issued Arran Funding
Ltd., a special purpose entity.
  
The issuer will issue to the noteholders the series 2006-A
notes, which will be subordinated to the two existing Arran
series, 2005-A and 2005-B.  The cash flow mechanics will ensure
that the series 2006-A notes will provide credit enhancement to
all outstanding Arran Funding series, but not to any future
series.  Series 2006-A will equal 2% of the outstanding series.
  
An excess spread capture mechanism already exists for the
protection of the 'BBB' rated notes issued by existing series.
Credit enhancement will be provided to the series 2006-A notes
through a second, separate excess spread capture mechanism.
  
This will be The Royal Bank of Scotland PLC's (RBS) fourth
public securitization of U.K.-originated credit card
receivables, and the second under its MTN program set up in
December 2005.  This program enables RBS to issue multiple
series of notes without needing a new special purpose entity,
thereby reducing the time and cost of subsequent issuances.
  
The Arran Funding program is a US$7.5 billion facility, and this
issuance will consist of one series, series 2006-A, with
tranching as shown in the presale report.  Each series is
segregated from every other series.
  
The collateral backing the notes consists of U.K. Visa and
MasterCard receivables originated by RBS and National
Westminster Bank PLC.
                           Ratings List
                         Arran Funding Ltd.
GBP57.9 Million (Equivalent) Asset-Backed Floating-Rate Notes
                           Series 2006-A
  
                                             Prelim.
                              Prelim.        amount (Mil. GBP
              Class           rating         equiv.)(1)
              -----           ------         ------
              A2              BB             TBD
              A3              BB             TBD
  
   (1) At closing, the GBP57.9 million (equivalent) issuance         
       amount will be split between the class A2 and A3 notes.
         
       TBD-To be determined.


BRITISH AIRWAYS: Gives Workers Option to Retire at 60
-----------------------------------------------------
British Airways Plc met its trade unions Thursday to continue
consultation over tackling the GBP2.1 billion deficit in its New
Airways Pension Scheme.

The meeting follows an agreement in principle between the
airline and the NAPS trustees on a funding plan to pay off the
deficit, subject to staff accepting benefit changes.

A major issue for the staff and unions is the raising of the
normal retirement age to 65 from 55 for aircrew and 60 for
ground staff.

The airline has now included the option of a normal retirement
age of 60 in return for increased contribution rates:

    * For ground staff: an increase from 5.25 percent to 10
      percent; and

    * For air crew: 6.5 percent to 11.25 percent increase for
      the first five years.  

After five years, rates will be harmonized at 10 percent for
all.

BA will raise its annual contributions from GBP235 million to
GBP272 million.

"We recognize that normal retirement age was a sticking point
and we have put forward an option that allows staff to retire at
60," British Airways chief financial officer Keith Williams
said.  "Staff can still choose not to pay any extra but it will
mean working longer to get the same pension."

                    Funding Plan Agreement

As reported in the TCR-Europe on Nov. 20, British Airways and
the NAPS trustees have agreed in principle a ten-year funding
plan to tackle its GBP2.1 billion deficit.

The airline will increase its one-off cash injection from
GBP500 to GBP800 million and offer to pay up to GBP50 million a
year for the next three years subject to the airline's year end
cash balances remaining above GBP1.8 billion and on staff
accepting future benefit changes.

The agreed funding plan between the company and trustees assumes
an increase in British Airways' annual contributions to over
GBP250 million and close to the value of the proposed members
benefit reductions.

The benefit reductions include raising the normal retirement age
to 65, a lower accrual rate, inflation capped pensionable pay
increases, capped pension increases on retirement and sharing
life expectancy.  NAPS will remain a final salary scheme.

                       About the Company

Headquartered in West Drayton, United Kingdom, British Airways
Plc -- http://www.ba.com/-- operates of international and   
domestic scheduled and charter air services for the carriage of
passengers, freight and mail, and provides of ancillary
services.  The British Airways group consists of British Airways
Plc and a number of subsidiary companies including in particular
British Airways Holidays Limited and British Airways Travel
Shops Limited.

                        *     *     *

British Airways' 7-1/4% senior unsubordinated notes due 2016 and
10-7/8% notes due 2008 carry Moody's Investors Service's Ba2
ratings and Standard & Poor's BB- ratings.


BRITISH AIRWAYS: American Airlines Sell Iberia Stake for EUR19MM
----------------------------------------------------------------
British Airways Plc purchased American Airline's remaining stake
in Iberia, which amounts to around one percent of Iberia's
issued share capital for around EUR19 million (or GBP13
million).

This now takes BA's total share holding from some nine to ten
percent.  The company said the transaction is intended to
preserve British Airways' two seats on the Iberia board.

                       About the Company

Headquartered in West Drayton, United Kingdom, British Airways
Plc -- http://www.ba.com/-- operates of international and   
domestic scheduled and charter air services for the carriage of
passengers, freight and mail, and provides of ancillary
services.  The British Airways group consists of British Airways
Plc and a number of subsidiary companies including in particular
British Airways Holidays Limited and British Airways Travel
Shops Limited.

                        *     *     *

British Airways' 7-1/4% senior unsubordinated notes due 2016 and
10-7/8% notes due 2008 carry Moody's Investors Service's Ba2
ratings and Standard & Poor's BB- ratings.


CORUS GROUP: Brazil's Companhia Siderurgica Starts Takeover Bid
---------------------------------------------------------------
Companhia Siderurgica Nacional S.A. has approached the Board of
Corus Group plc regarding a proposal to acquire the Company at a
price of 475 pence per ordinary share in cash.

Any potential offer is subject to certain pre-conditions, all of
which CSN reserves the right to waive, including:

   -- completion of confirmatory due diligence satisfactory
      to CSN;

   -- finalization of financing arrangements; and

   -- a recommendation from the Board of Corus.

The combination of CSN and Corus would create a top five global
steel group with 24 million tons of annual steel production and,
by 2010, around 50 million tons of annual iron ore production.  
CSN intends to finance the Corus acquisition through a
combination of existing financial resources and the proceeds of
new debt facilities to be underwritten by a bank syndicate
comprised of Barclays Bank PLC, Goldman Sachs Credit Partners
L.P., and BNP Paribas and/or their designated affiliates.  CSN
intends to match the terms of the agreement reached with the
trustees of Corus' pension funds as described in Corus' scheme
document.

"A combination of CSN and Corus would create a global powerhouse
with market leading positions and exceptional distribution
networks across both developed and emerging markets," Benjamin
Steinbruch, Chairman and CEO of CSN said.  "With its vertically
integrated structure and industry leading margins, the enlarged
group would become a leader in the global steel industry, fully
self-sufficient in iron ore and ideally positioned to take
advantage of ongoing consolidation.  We have great respect for
the accomplishments of the Corus Board and management, including
their achievements in the Restoring Success program.  With their
support, we believe we can swiftly deliver the most attractive
proposal to Corus and its shareholders."

              About Companhia Siderurgica Nacional

Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional
S.A. (NYSE: SID) (BOVESPA: CSNA3) -- http://www.csn.com.br/--  
produces, sells, exports and distributes steel products, like
hot-dip galvanized sheets, tin mill products and tinplate.  The
company also runs its own iron ore, manganese, limestone and
dolomite mines and has strategic investments in railroad
companies and power supply projects.  The group also operates in
Portugal and the U.S.

                       About Corus Group

Corus Group PLC -- http://www.corusgroup.com/-- produces metal    
from its major operating facilities in the U.K., the
Netherlands, Germany, France, Norway, Belgium and Canada.  Corus
turns over GBP10 billion annually and employs 47,300 in over 40
countries and sales offices and service centers worldwide,
including Indonesia and the Philippines.  Corus was created
through the merger of British Steel plc and Koninklijke
Hoogovens N.V.

The group suffered six years ago from the crisis in British
manufacturing, which prompted it to shake up management, close
plants, cut jobs, and sell assets to lower debt.  Its debt was
thought to stand at GBP1.6 billion in 2002.

After posting a net loss of GBP458 million in 2003, it embarked
on a restructuring program, signed a new EUR1.2 billion banking
facility, and issued GBP307 million worth of shares.  It
returned to operating profit in the first quarter of 2004.  The
recent recovery of steel prices and the strength of the euro are
expected to help it achieve relatively strong earnings.

                          *     *     *

Moody's Investors Service placed all ratings of Corus Group plc
under review with direction uncertain following the
recommendation of the board of Corus Group in favor of the
proposed acquisition of the entire capital of Corus Group by
Tata Steel Limited.

If the bondholders exercised the put option or the bonds were
tendered for above par as part of a refinancing, Moody's is
likely to withdraw the ratings for the bonds.  Similarly, a
refinancing of the rated bank loans would also result in a
likely withdrawal of the ratings for the credit facilities.  At
that juncture, Moody's remaining rating at Corus Group will be
the corporate family rating.

Ratings affected:

Corus Group plc

    * Ba2 Corporate Family Rating;

    * Ba1 Rating on EUR800 million Secured
      Bank Facilities maturing July 2008;

    * B1 Rating on EUR800 million Unsecured Notes due 2011; and

    * B1 Rating on GBP200 million in Unsecured Notes due 2008.

Moody's last rating action on Corus was the upgrade to
Ba2/Ba1/B1 on May 8.

Fitch Ratings changed the Rating Watch on Corus Group PLC's
Issuer Default and senior unsecured BB- and Short-term B ratings
to Negative from Positive.  This follows the recommendation by
the CS Board of an offer from India-based Tata Steel Ltd. valued
at GBP4.3 billion.

The RWN also applies to these debt instruments issued by CS:

   -- CS EUR800 million 7.5% senior notes;
   -- CS EUR307 million 3% convertible bonds; and
   -- Corus Finance Plc GBP200 million 6.75% guaranteed bonds.

Fitch will resolve the Rating Watch following publication of
CS's 2006 results, further details on the level of synergies and
operational benefits that could accrue under the transaction,
and the closure of the deal.

Standard & Poor's Ratings Services placed its 'BB' long-term
corporate credit rating on U.K.-based steel consortium Corus
Group PLC on CreditWatch with positive implications following
the announcement by Corus concerning a possible recommended
offer for the company from Tata Steel Ltd., India's second
largest integrated steel company.

At the same time, Standard & Poor's placed its 'BB+' senior
secured bank loan ratings on Corus and its 'BB-' senior
unsecured debt ratings on Corus and related entity Corus Finance
PLC on CreditWatch with positive implications.  The 'B' short-
term corporate credit rating on Corus was also placed on
CreditWatch with positive implications.


CORUS GROUP: Proposed Takeover Cues S&P's Developing Watch
----------------------------------------------------------
Standard & Poor's Ratings Services kept its 'BB' long-term
corporate rating on U.K.-based steelmaker Corus Group PLC on
CreditWatch with developing implications, following the
announcement by Brazil-based steel maker Companhia Siderurgica
Nacional (BB/Watch Neg/--) of a proposed takeover offer worth
475 pence per share.

At the same time, the 'BB+' senior secured bank loan ratings and
'BB-' unsecured debt ratings on Corus remain on CreditWatch with
developing implications.  The 'B' short-term corporate credit
rating remains on CreditWatch with positive implications.  All
ratings were placed on CreditWatch on Oct. 18  following the
announcement of an initial bid for the company from India-based
steel manufacturer Tata Steel Ltd..

The proposed new offer from CSN is larger than the bid for Corus
from Tata Steel, which is worth 455 pence per share.  As a
result, the new offer has increased uncertainties over the
potential outcome for Corus.

"We note that integration with low-cost operations of either of
the bidders might benefit Corus' weak business profile," said
Standard & Poor's credit analyst Tatiana Kordyukova.  "Both
bidders have referred to nonrecourse debt as a part of the
respective financial structures, however, and it is not yet
clear how feasibly such debt could be served from the cash flows
of Corus and to what extent that could impair Corus' financial
position."

It is also not certain how both offers could evolve in the
future.  Upside potential remains if the Tata Steel bid is
successful: Because Tata Steel is an entity with higher stand-
alone creditworthiness, the combined entity could have a
stronger credit quality than Corus on a standalone basis --
provided there is sufficient evidence that Tata Steel will
provide financial support to Corus.

In resolving the CreditWatch placement, Standard & Poor's will
seek further information on the progress of the proposed offers
made by both Tata Steel and CSN.  In resolving the CreditWatch
placement, the rating agency will assess whether Corus' weak
business risk profile would be enhanced, and how such a
transaction would be financed.  Furthermore, it will consider
the potentially substantial integration challenges.


CORUS GROUP: Tata Steel May Raise Offer to Top CSN's Bid
--------------------------------------------------------
Tata Steel Ltd. may raise its offer for Corus Group Plc in order
to top the rival bid launched by Brazil's Companhia Siderurgica
Nacional SA, Bloomberg says.

As previously disclosed, Companhia Siderurgica last week offered
GBP4.26-billion to acquire Corus Group, topping a bid by India's
Tata Steel.

Companhia Siderurgica said that it had approached its board of
directors with a proposal to pay 475 pence per share in cash,
which is 4.4% higher than Tata Steel's 455 pence offer.  The
offer was subject to due diligence and Companhia Siderurgica has
not yet made a firm bid.

Bloomberg relates that Tata Steel and Companhia Siderurgica both
want to buy Corus Group to add mills in Europe and boost
bargaining power with clients and suppliers.  Surging demand has
spurred US$78 billion in announced transactions in the industry
this year.

Bloomberg cites John Thorn, who manages US$250 million in Indian
stocks at India Capital Fund Ltd., as saying that Tata Steel
will have to raise its offer to stay in the game, adding that
although Tata Steel has a first-mover advantage, at the end of
the day, money matters.

                        About Corus Group

Corus Group PLC -- http://www.corusgroup.com/-- produces metal   
from its major operating facilities in the U.K., the
Netherlands, Germany, France, Norway, Belgium and Canada.  Corus
turns over GBP10 billion annually and employs 47,300 in over 40
countries and sales offices and service centers worldwide,
including Indonesia and the Philippines.  Corus was created
through the merger of British Steel plc and Koninklijke
Hoogovens N.V.

The group suffered six years ago from the crisis in British
manufacturing, which prompted it to shake up management, close
plants, cut jobs, and sell assets to lower debt.  Its debt was
thought to stand at GBP1.6 billion in 2002.

After posting a net loss of GBP458 million in 2003, it embarked
on a restructuring program, signed a new EUR1.2 billion banking
facility, and issued GBP307 million worth of shares.  It
returned to operating profit in the first quarter of 2004.  The
recent recovery of steel prices and the strength of the euro are
expected to help it achieve relatively strong earnings.

                          *     *     *

Moody's Investors Service placed all ratings of Corus Group plc
under review with direction uncertain following the
recommendation of the board of Corus Group in favor of the
proposed acquisition of the entire capital of Corus Group by
Tata Steel Limited.

If the bondholders exercised the put option or the bonds were
tendered for above par as part of a refinancing, Moody's is
likely to withdraw the ratings for the bonds.  Similarly, a
refinancing of the rated bank loans would also result in a
likely withdrawal of the ratings for the credit facilities.  At
that juncture, Moody's remaining rating at Corus Group will be
the corporate family rating.

Ratings affected:

Corus Group plc

    * Ba2 Corporate Family Rating;

    * Ba1 Rating on EUR800 million Secured
      Bank Facilities maturing July 2008;

    * B1 Rating on EUR800 million Unsecured Notes due 2011; and

    * B1 Rating on GBP200 million in Unsecured Notes due 2008.

Moody's last rating action on Corus was the upgrade to
Ba2/Ba1/B1 on May 8.

Fitch Ratings changed the Rating Watch on Corus Group PLC's
Issuer Default and senior unsecured BB- and Short-term B ratings
to Negative from Positive.  This follows the recommendation by
the CS Board of an offer from India-based Tata Steel Ltd. valued
at GBP4.3 billion.

The RWN also applies to these debt instruments issued by CS:

   -- CS EUR800 million 7.5% senior notes;
   -- CS EUR307 million 3% convertible bonds; and
   -- Corus Finance Plc GBP200 million 6.75% guaranteed bonds.

Fitch will resolve the Rating Watch following publication of
CS's 2006 results, further details on the level of synergies and
operational benefits that could accrue under the transaction,
and the closure of the deal.

Standard & Poor's Ratings Services placed its 'BB' long-term
corporate credit rating on U.K.-based steel consortium Corus
Group PLC on CreditWatch with positive implications following
the announcement by Corus concerning a possible recommended
offer for the company from Tata Steel Ltd., India's second
largest integrated steel company.

At the same time, Standard & Poor's placed its 'BB+' senior
secured bank loan ratings on Corus and its 'BB-' senior
unsecured debt ratings on Corus and related entity Corus Finance
PLC on CreditWatch with positive implications.  The 'B' short-
term corporate credit rating on Corus was also placed on
CreditWatch with positive implications.


EMI GROUP: Posts GBP30.1 Million Net Loss for First Half 2006
-------------------------------------------------------------
EMI Group Plc released its financial results for the six months
ended Sept. 30, 2006.

EMI posted GBP30.1 million in net loss against GBP867.9 million
in revenues for the first half of 2006, compared with GBP37.8
million in net profit against GBP924.6 million in revenues for
the same period in 2006.

In the first half, EMI Group delivered rapid digital growth,
continued creative success across both divisions and made good
progress on its restructuring initiatives.

The lower first-half revenues at EMI Music, and the GBP9 million
one-off cost of the fraud discovered in October at our recorded
music business in Brazil, are the key reasons for the reported
decline in Group profit from operations from GBP86.7 million to
GBP62.7 million.  The Board has declared an unchanged interim
dividend of 2.0p per share.

"The results for the first half of the financial year largely
reflect the phasing of EMI Music's planned release schedule
which, as previously indicated, has a greater weighting to the
second half of the financial year than in prior years," Eric
Nicoli, Group Chairman, said.  "EMI Music Publishing once again
delivered a strong performance."

                             Outlook

The company discloses an outstanding collection of releases due
in the second half of the financial year from both divisions.

From EMI Music, the company has albums from Robbie Williams,
Norah Jones, Keith Urban, Joss Stone, Dierks Bentley, RBD,
Relient K, All Saints, Vasco Rossi, Simon Webbe, Depeche Mode,
The Magic Numbers, The Thrills and Moby.  It also has an
exciting new release from The Beatles, where the legendary
producer Sir George Martin, and his son Giles, have been working
with the entire archive of Beatles recordings to create the LOVE
album.

Key second-half releases for EMI Music Publishing include albums
from Natasha Bedingfield, Kelly Clarkson, Daddy Yankee, Diddy,
Snoop Dogg, Good Charlotte, Il Divo, Jay-Z, Norah Jones, My
Chemical Romance, Scissor Sisters, Sting, Kanye West and Amy
Winehouse.

The strength of this line up, together with continued strong
growth in digital revenues and on-going cost discipline, give
the Board confidence that the Group is on track to deliver
results in line with its expectations for the full year, after
taking into account the impact of the fraud in Brazil.

                            About EMI

Headquartered in London, United Kingdom, EMI Group PLC --
http://www.emigroup.com/-- is the world's largest independent
music company, operating directly in 50 countries, including
Brazil, and with licensees in a further 20.  The group employs
over 6,600 people.  Revenues in 2005 were near EUR2 billion and
operating profit generated was over EUR225 million.

At March 31, 2006, EMI Group's consolidated balance sheet
revealed GBP1.817 billion in total assets, GBP2.544 billion in
total liabilities and GBP726.6 million in shareholders' deficit.

                         *     *     *

As reported in Troubled Company Reporter - Latin America on
Nov. 8, Standard & Poor's Rating Services lowered to 'BB' from
'BB+' its long-term corporate and senior unsecured ratings on
U.K.-based music producer and distributor EMI Group PLC,
following an annual review.  The outlook is negative.

Moody's Investors Service laso downgraded EMI Group plc's senior
debt and guaranteed debt ratings to Ba2 from Ba1.  At the same
time Moody's assigned a Ba2 Corporate Family Rating to EMI.  The
downgrade is based on Moody's expectation that EMI's debt
protection measurements will not improve near-term to a level
commensurate with the Ba1 rating category.  Moody's said the
rating outlook is now stable.


ENRON CORP: Wants US$300,000 Electroimpact Settlement Approved
--------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Enron Corp. and its debtor-affiliates ask the
Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York to approve its settlement
agreement with Electroimpact, Inc.

Prior to Dec. 2, 2001, Enron issued unsecured commercial paper
to various entities.  The commercial paper had maturities of up
to 270 days.

In a series of transfers starting on Oct. 26, 2001, and
concluding on Nov. 6, 2001, Enron transferred over
US$1,000,000,000 to various entities for the purpose of
prepaying or redeeming, prior to its stated maturity date,
commercial paper that Enron had previously issued.

By complaint dated Nov. 6, 2003, and later amended, styled Enron
Corp. v. J.P. Morgan Securities Inc., et al., Adversary
Proceeding No. 03-92677, Enron commenced litigation against
Electroimpact and other defendants, asserting claims for the
avoidance and recovery of preferential or fraudulent transfers
in connection with the Early Redemption Transfers, and
disallowance of defendants' claims against Enron.

Enron sought to recover from Electroimpact US$747,525 in
connection with one of the commercial paper debt prepayments
identified in the Complaint.

On Feb. 19, 2004, Electroimpact moved to dismiss the Complaint
in the Adversary Proceeding.  Enron opposed the motion to
dismiss.  The motion to dismiss was subsequently denied by the
Bankruptcy Court.

On Aug. 1, 2005, Electroimpact filed an answer in the Adversary
Proceeding denying the material allegations of the Complaint and
asserting various affirmative defenses thereto.

Following discussions between Enron and Electroimpact, the
parties have negotiated the Settlement Agreement under which,
subject to approval by the Court, Electroimpact will pay Enron
US$300,000, and Electroimpact will forfeit, waive and release
any claim pursuant to Section 502(h) of the Bankruptcy Code
against Enron based upon the Settlement Payment.

The Settlement Agreement also contemplates that Enron will
execute a stipulation and order dismissing claims against
Electroimpact in the Commercial Paper Action which, once filed
with the Bankruptcy Court, will effectively serve to dismiss
with prejudice the claims against Electroimpact in the Adversary
Proceeding.

                       About Enron Corp.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  
The Debtors' confirmed chapter 11 Plan took effect on Nov. 17,
2004.  Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S.
Rosen, Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P.
Kessler, Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges
LLP, Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert
L. Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark
C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP
represent the Debtor.  Jeffrey K. Milton, Esq., Luc A. Despins,
Esq., Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at
Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  (Enron Bankruptcy News, Issue
No. 182; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ESSCOM LIMITED: Appoints Richard Jeffrey Rones as Administrator
---------------------------------------------------------------
Richard Jeffrey Rones of ThorntonRones LLP was appointed
administrator of Esscom Ltd. (Company Number 5018596) on
Oct. 30.

The administrator can be reached at:

         Richard Jeffrey Rones
         ThorntonRones LLP
         1st Floor
         167 High Road
         Loughton
         Essex IG10 4LF
         United Kingdom
         Tel: 020 841 9333
         Fax: 020 8418 9444
         E-mail: info@thorntonrones.co.uk

Headquartered in Bicester, England, Esscom Ltd. sells, installs
and maintains computer network systems.


EVERGREEN INT'L: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its Probability-of-Default and Loss-Given-Default rating
methodology for the Transportation sector, the rating agency
confirmed its B2 Corporate Family Rating for Evergreen
International Aviation Inc.

Additionally, Moody's confirmed its probability-of-default
ratings and assigned loss-given-default ratings on these bond
debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Guaranteed Senior
   Secured 1st Lien
   Term Loan, Due
   Aug. 10, 2011          B1       B1      LGD3       33%

   Guaranteed Senior
   Secured 1st Lien
   Revolver Due
   Aug. 10, 2011          B1       B1      LGD3       33%

   Guaranteed Senior
   Secured 2nd Lien
   Term Loan Due
   Feb. 10, 2013         Caa1     Caa1     LGD5       79%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating
methodology will also enhance the consistency in Moody's
notching practices across industries and will improve the
transparency and accuracy of Moody's ratings as Moody's research
has shown that credit losses on bank loans have tended to be
lower than those for similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's
opinion of expected loss are expressed as a percent of principal
and accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%)
to LGD6 (loss anticipated to be 90% to 100%).

Based in McMinnville, Oregon, Evergreen International Aviation,
Inc. -- http://www.evergreenaviation.com/-- is a privately held
global aviation services company that is active through several
subsidiary companies.


FORD MOTOR: Accelerates Growth Plan in China
--------------------------------------------
Ford Motor Company continues its accelerated growth plan for
China and is on track to deliver its year to date with growth
expected to exceed 100.8% (year on year) in 2006.  

Headlining Ford's product line-up at Auto China 2006 is the all-
new Ford S-MAX, which was named Car of the Year in Europe last
week, and is the first Ford vehicle to introduce "kinetic
design" to China's motoring enthusiasts.

At Ford, kinetic design stands for "energy in motion."  Ford S-
MAX is one of the new vehicles to hit China's roads and
highways.  Ford Focus was also at the show.  Ford recently added
a 5-door version to Ford Focus to keep ahead of consumer demand.

In addition to a product showing at Auto China 2006, Ford Motor
also announced a major new investment -- the opening of the Ford
Research and Engineering Center -- to be located in Nanjing,
China.  It will support Ford Motor Company's product development
for worldwide operations while also making a major contribution
to the future of China's auto market.

"The Ford Research and Engineering Center represents another
major milestone for Ford as it strengthens its manufacturing
blueprint in China.  It will offer a winning combination that
leverages Ford's global expertise in research and engineering in
addition to building China's leading local talent.  It will also
work with Technical Development Centers at Ford Motor's joint
ventures in China to support product development and
procurement, " Ford Motor (China) Ltd. chairman and chief
executive officer Mei Wei Cheng said.

Earlier last week, Ford S-MAX, was voted Car of the Year by 58
of Europe's leading motoring journalists across 22 European
countries.  Ford S-MAX knocked out 41 contenders to win this
prized European automotive crown.  Ford now has two cars in its
China product lineup that have won this prestigious award, the
other being the Ford Focus.

With its "kinetic design" Ford S-MAX, it is expected to be a
favorite in China as it has in Europe.  It aims to set new
standards in driver comfort and style with its innovative driver
focused technologies and inventive approach to seating, storage
and flexibility of space.  Ford enthusiasts will not have to
wait long for S-MAX.  Speaking at Auto China 2006, Mei Wei Cheng
confirmed that S-MAX will be produced by Changan Ford and will
be ready to roll off production lines in early 2007.

Joining S-MAX and Focus on stage is the Ford iosis Concept Car
which gives Ford's customers a strong sense of the future design
direction the brand is taking.

The man behind the iosis Concept is Martin Smith, Executive
Design Director for Ford of Europe, was also awarded
"Outstanding Achievement Award" by Autocar in London last week.

Speaking at Auto China 2006, Mr. Smith stated, "What iosis does,
is bring to life our new "kinetic design" language in a
compelling way.  To us, "kinetic design" is about expressing the
energy in motion and power of our vehicles, seamlessly
integrating strong visual cues with dynamic driving performance.  
It shows our customers the future design direction of Ford's
product line.  A consistent and dynamic energy that will be
embedded into our product DNA."

He continued, "You only have to look at Ford S-MAX.  Its bold
"kinetic design" offers function, space, and flexibility
alongside head turning "wow factor" and dynamic drivability.  
This winning formula is what's made Ford S-MAX such a success in
Europe."

Other products taking center stage for Ford will include Ford's
Reflex concept, which features a Diesel Hybrid Powertrain, the
legendary Ford Mustang Shelby GT500 and the all-new Focus ST.  A
range of other locally produced blue oval favorites will also be
on display.

"We are using Auto China 2006 to showcase the strength of our
product range, reinforcing the depth and diversity of the Ford
Motor Company product family.  Our portfolio has something to
appeal to everyone, from dependable and affordable
transportation through to luxurious premium brands. In the
future, Chinese customers can continue to expect more exciting,
locally made Ford vehicles that consistently deliver cutting-
edge design and world leading technology," Mei Wei Cheng said.

The full Ford Focus family will be on display at the show.  
Ranging from locally produced Focus 4-door and Focus 5-door
through to the Focus China Circuit Championship (CCC) racing car
and the visually stunning Focus ST.  This convertible Focus has
been a global success and is now making its first appearance in
China at this years show.  Ford Focus boosted the sales at
Changan Ford Mazda Automobile in the first ten months of 2006
with retail sales totaling 56,151 units, representing more than
50% of total Ford product sales.

With strong sales momentum, Changan Ford Mazda Automobile is now
one of the fastest growing auto makers in China.  In 2007, total
annual production capacity will exceed 410,000 units at
Chongqing and Nanjing plants (combined).  Ford also continues to
expand its distribution network and will have 200 appointed
dealers by the end of 2006.

"It is no secret that the China market is critical to our plans
for building a stronger Ford Motor Company globally," Mei Wei
Cheng said. "With sales volumes continuing to fuel growth, we
are looking ahead and taking the required steps now to ensure
our China operation is able to continue to meet the seemingly
insatiable appetite for our products.  In doing so, the China
market will play an even greater role in the future growth and
success of Ford Motor Company's global operations."

For the year 2006, Ford Motor Company's China Sourcing Office is
on track to source some US$2.6 billion worth of auto parts and
systems, supporting Ford Motor Company's global manufacturing
operations and after sales customer services.  The company is
also actively expanding its auto financing business in the China
market.  Ford Automotive Finance has extended its auto financing
services to more than 70 Chinese cities nationwide in just 18
months after starting operation, servicing Changan Ford Mazda
Automobile and Jiangling Motor Company simultaneously.

As one of the largest exhibitors with 5,000 square meters of
exhibition space, Ford Motor Company, comprising of six
affiliated brands (Ford, Lincoln, Volvo, Land Rover, Jaguar and
Mazda) will demonstrate its enterprise muscle, displaying a full
fleet of show vehicles.

Executives from Ford Motor Company, John Parker, group vice
president of Ford Motor Company, Asia Pacific and Africa; Mei
Wei Cheng, chairman and chief executive officer of Ford Motor
China; and Martin Smith, executive design director from Ford of
Europe, attended the Ford press conference and show preview for
media at Auto China 2006 in Beijing.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Company
(NYSE: F) -- http://www.ford.com/-- manufactures and  
distributes automobiles in 200 markets across six continents.  
With more than 324,000 employees worldwide, the company's core
and affiliated automotive brands include Aston Martin, Ford,
Jaguar, Land Rover, Lincoln, Mazda, Mercury and Volvo.  Its
automotive-related services include Ford Motor Credit Company
and The Hertz Corporation.

                           *     *     *

In a TCR-Europe report on Nov. 17, Dominion Bond Rating Service
believes that the restatements have no material impact on
the Company's financial position and do not warrant any rating
actions.  The restatements do not affect the availability of the
Company's committed credit facilities.  More importantly, the
Company has taken action to remediate the material weaknesses in
its accounting for certain derivative transactions under the
Statement of Financial Accounting Standards 133.

As reported in the Troubled Company Reporter-Europe on Oct. 25,
Moody's Investors Service disclosed that Ford's very weak third
quarter performance, with automotive operations generating a
pre-tax loss of US$1.8 billion and a negative operating cash
flow of US$3 billion, was consistent with the expectations which
led to the September 19 downgrade of the company's long-term
rating to B3.

Standard & Poor's Ratings Services has placed its 'B' senior
unsecured debt issue ratings on Ford Motor Co. on CreditWatch
with negative implications.  At the same time, S&P affirmed all
other ratings on Ford, Ford Motor Credit Co., and related
entities, except the rating on Ford Motor Co. Capital Trust II
6.5% cumulative convertible trust preferred securities, which
was lowered to 'CCC-' from 'CCC.'

Fitch Ratings has also placed Ford Motor Company's 'B+/RR3'
senior unsecured debt on Rating Watch Negative reflecting Ford's
intent to raise secured financing that would impair the position
of unsecured debtholders.  Under Fitch's recovery rating
scenario it was estimated that unsecured holders would recover
around 68% in a bankruptcy scenario, equating to a
Recovery Rating of 'RR3' (50-70% recovery).


FORD MOTOR: SEC Wants More Disclosure on Restated Financials
------------------------------------------------------------
The U.S. Securities and Exchange Commission wants Ford Motor Co.
to disclose additional information in its Current Reports on
Form 8-K dated Oct. 20, 2006, the Annual Reports on Form 10-K/A
for the year ended Dec. 31, 2005, and the Quarterly Reports on
Form 10-Q for the period ended Sept. 30, 2006, filed by Ford and
Ford Motor Credit Company relating to their recent restatement
of financial results.

Ford said it is voluntarily cooperating with SEC's informal
inquiries.

As reported in the Troubled Company Reporter-Europe on Nov. 15,
Ford restated its previously reported financial results from
2001 through 2005 to correct accounting for certain derivative
transactions under Paragraph 68 of the Statement of Financial
Accounting Standards 133, Accounting for Derivative Instruments
and Hedging Activities.

As part of the restatement, the company also reversed certain
immaterial accounting adjustments and recorded them in the
proper period.

Headquartered in Dearborn, Michigan, Ford Motor Company
(NYSE: F) -- http://www.ford.com/-- manufactures and  
distributes automobiles in 200 markets across six continents.  
With more than 324,000 employees worldwide, the company's core
and affiliated automotive brands include Aston Martin, Ford,
Jaguar, Land Rover, Lincoln, Mazda, Mercury and Volvo.  Its
automotive-related services include Ford Motor Credit Company
and The Hertz Corporation.

                           *     *     *

In a TCR-Europe report on Nov. 17, Dominion Bond Rating Service
believes that the restatements have no material impact on
the Company's financial position and do not warrant any rating
actions.  The restatements do not affect the availability of the
Company's committed credit facilities.  More importantly, the
Company has taken action to remediate the material weaknesses in
its accounting for certain derivative transactions under the
Statement of Financial Accounting Standards 133.

As reported in the Troubled Company Reporter-Europe on Oct. 25,
Moody's Investors Service disclosed that Ford's very weak third
quarter performance, with automotive operations generating a
pre-tax loss of US$1.8 billion and a negative operating cash
flow of US$3 billion, was consistent with the expectations which
led to the September 19 downgrade of the company's long-term
rating to B3.

Standard & Poor's Ratings Services has placed its 'B' senior
unsecured debt issue ratings on Ford Motor Co. on CreditWatch
with negative implications.  At the same time, S&P affirmed all
other ratings on Ford, Ford Motor Credit Co., and related
entities, except the rating on Ford Motor Co. Capital Trust II
6.5% cumulative convertible trust preferred securities, which
was lowered to 'CCC-' from 'CCC.'

Fitch Ratings has also placed Ford Motor Company's 'B+/RR3'
senior unsecured debt on Rating Watch Negative reflecting Ford's
intent to raise secured financing that would impair the position
of unsecured debtholders.  Under Fitch's recovery rating
scenario it was estimated that unsecured holders would recover
around 68% in a bankruptcy scenario, equating to a
Recovery Rating of 'RR3' (50-70% recovery).


HOPPITS LIMITED: Brings In Liquidators from Recovery hjs
--------------------------------------------------------
Gordon Johnston & Shane Biddlecombe of Recovery hjs were
appointed Liquidators of Hoppits Limited on Nov. 7 for the
creditors' voluntary winding-up procedure.

The company can be reached at:

         Hoppits Limited
         Warren House
         Bell Lane
         Nutley
         Uckfield
         East Sussex TN223PD
         United Kingdom
         Tel: 01892 665 025


I H TOWILL: Nominates Ray Purnell as Liquidator
-----------------------------------------------
Ray Purnell of Purnells was nominated Liquidator of I H Towill
Electrical Limited on Oct. 27 for the creditors' voluntary
winding-up procedure.

The company can be reached at:

         I H Towill Electrical Limited
         Station Yard
         Berrycoombe Road
         Bodmin
         Cornwall PL312NR
         United Kingdom
         Tel: 01208 751 51


IMPACT GLAZING: Creditors' Claims Due Feb. 7, 2007
--------------------------------------------------
Creditors of Impact Glazing Limited have until Feb. 7, 2007, to
send in their full names, their addresses and descriptions, full
particulars of their debts or claims, and the names and
addresses of their Solicitors (if any), to appointed Liquidator
M. H. Abdulali at:

         Moore Stephens
         6 Ridge House
         Ridgehouse Drive
         Festival Park
         Stoke on Trent
         Staffordshire ST1 5TL
         United Kingdom

Moore Stephens -- http://www.moorestephens.co.uk/-- offers  
audit, business support, corporate finance, corporate recovery,
dispute analysis, financial services, insurance broking, IT
consultancy, pensions audit, risk advisory services, tax and
trusts & estates services.  Its U.K. network comprises over
1,400 partners and staff.


JAY & DEE: Liquidator Sets Dec. 8 Claims Bar Date
-------------------------------------------------
Creditors of Jay & Dee Limited have until Dec. 8 to send in
their full names and addresses and particulars of their debt or
claims to appointed Liquidator Wilfred Vaughan Jones at:

         BN Jackson Norton
         4th Floor
         Dominions House North
         Dominions Arcade
         Queen Street
         Cardiff CF10 2AR
         United Kingdom

Headquartered in Swansea, Wales, Jay & Dee Limited --
http://www.jayanddee.co.uk/-- supplies a comprehensive range of  
graphic sign solutions.  The company's services include:
banners, posters, popups, rollups and vehicle wrapping.


KINGSWOOD FITTED: Creditors Confirm Voluntary Liquidation
---------------------------------------------------------
Creditors of Kingswood Fitted Furniture Limited confirmed Nov. 9
the resolutions for voluntary liquidation and the appointment of
John Russell and Andrew Philip Wood of The P&A Partnership as
Liquidators.

The company can be reached at:

         Kingswood Fitted Furniture Limited
         King Mills
         King Street
         Drighlington
         Bradford
         West Yorkshire BD111EJ
         United Kingdom
         Tel: 0113 285 2134
         Fax: 0113 285 2037


L.B.K. PERSONNEL: Creditors Confirm Liquidators' Appointment
------------------------------------------------------------
Creditors of L.B.K. Personnel Solutions Limited confirmed Nov. 9
the resolutions for voluntary liquidation and the appointment of
John Russell and Andrew Philip Wood of The P&A Partnership as
Liquidators.

The company can be reached at:

         L.B.K. Personnel Solutions Limited
         Unit 1
         Lloyd Street
         Parkgate
         Rotherham
         South Yorkshire S62 6JG
         United Kingdom
         Tel: 01709 515 532
         Fax: 01709 515 533


LANSDOWNE DISTRIBUTION: Names Steven Law as Administrator
---------------------------------------------------------
Steven Law of Ensors was named administrator of Landsdowne
Distribution Ltd. (Company Number 04179097) and Lansdowne
Warehousing Ltd. (Company Number 05814441) on Nov. 8.

Ensors -- http://www.ensors.co.uk/-- is the leading independent  
firm of chartered accountants in East Anglia, United Kingdom.  
It has branches in Bury St. Edmunds, Haverhill, Ipswich and
Saxmundham.

Lansdowne Distribution Ltd. and Landsdowne Warehousing Ltd. can
be reached at:

         Parker Avenue
         Felixstowe
         Suffolk IP11 4HF
         United Kingdom
         Tel: 01394 600 470


LIBRA UPHOLSTERY: Claims Registration Ends Jan. 31, 2007
--------------------------------------------------------
Creditors of Libra Upholstery Ltd. have until Jan. 31, 2007, to
send in their full particulars of their debts or claims to
appointed Liquidator Mark Jonathan Botwood at:

         Muras Baker Jones
         Regent House
         Bath Avenue
         Wolverhampton WV1 4EG
         United Kingdom

The company can be reached at:

         Libra Upholstery Ltd.
         Unit 3 Broadcott Industrial Estate
         Station Road
         Cradley Heath
         West Midlands B64 6NT
         United Kingdom
         Tel: 0121 559 3258
         Fax: 0121 561 2651


M & E SERVICES: Appoints Liquidator from Wilkins Kennedy
--------------------------------------------------------
Keith Aleric Stevens of Wilkins Kennedy was appointed Liquidator
of M & E Services Europe Limited on Nov. 9 for the creditors'
voluntary winding-up procedure.

The petition costs of BSS Group plc amounting to GBP1,200 are
paid as a liquidation expense.

The company can be reached at:

         M & E Services Europe Limited
         High Street
         Bramley
         Guildford
         Surrey GU5 0HS
         United Kingdom
         Tel: 01483 898 899
         Fax: 01483 894 420


MERIDIAN OFFICE: Taps Liquidators from Rothman Pantall & Co.
------------------------------------------------------------
Robert Derek Smailes and Stephen Blandford Ryman of Rothman
Pantall & Co. were appointed Joint Liquidators of Meridian
Office Interiors Limited on Nov. 3 for the creditors' voluntary
winding-up procedure.

The company can be reached at:

         Meridian Office Interiors Limited
         3 Meadow View
         Calne   
         Wiltshire SN110ST
         United Kingdom
         Tel: 01249 820 050


NAIL BAR: Taps Joint Administrators from Kingston Smith
-------------------------------------------------------
Ian Robert and Nicholas John Miller of Kingston Smith & Partners
LLP were appointed joint administrators of The Nail Bar Ltd.
(Company Number 03638215) on Nov. 9.

Kingston Smith -- http://www.kingstonsmith.co.uk/-- advises  
owner-managers seeking solutions to business problems.  The
company has over 400 people, including 45 partners, based in six
offices in London and the South East, and was founding member of
KS International, a network of over 100 offices in 49 countries
around the world.  It was originally formed in 1923.

The Nail Bar Ltd. can be reached at:

         10 Shepherd Road
         Luton
         Bedfordshire LU4 0SP
         United Kingdom
         Tel: 01582 604432  


NASDAQ STOCK: London Stock Exchange Rejects EUR2.7 Billion Bid
--------------------------------------------------------------
Nightingale Acquisition Limited, a wholly owned subsidiary of
The Nasdaq Stock Market Inc. offered EUR2.7 billion ($5.12
billion) bid to acquire the entire issued and to be issued
ordinary and B shares of London Stock Exchange Group plc.

LSE rejected Monday Nasdaq's offer.

Cheyne Capital Management, a hedge fund company, told Nasdaq
that it owns over 1 million shares it had bought for 1,274.5
pence a piece; higher than Nasdaq's GBP12.43 per share bid,
James Moore of The Independent reports.

Mr. Moore further reports that hedge funds are believed to hold
approximately 30% of LSE's shares.

Nasdaq reported third quarter 2006 net income of $30.2 million,
an increase of 69.7% from $17.8 million in the third quarter of
2005, and 81.9% from $16.6 million in the second quarter of
2006.

Alan Paul, Esq., and Ian Lopez, Esq., at Allen & Overy; and
Michael Hatchard, Esq., and Eric Friedman, Esq., at Skadden Arps
Slate Meagher & Flom give legal advice to Nasdaq.

Freshfields Bruckhaus Deringer is the legal counsel of LSE.

The Nasdaq Stock Market Inc. -- http://www.nasdaq.com/-- is the  
largest electronic equity securities market in the United States
with approximately 3,200 companies.  

                           *     *     *

Standard & Poor's Ratings Services lowered in May 2006 its
long-term counterparty credit rating and bank loan rating on
The Nasdaq Stock Market Inc. to 'BB+' from 'BBB-'.  The company
was removed from CreditWatch Negative, where it was placed on
April 11, 2006.  S&P said the outlook is developing.

Moody's Investors Service assigned in April 2006 ratings to
three new bank facilities of The Nasdaq Stock Market Inc.: a
$750 million Senior Secured Term Loan B, a $1,100 million
Secured Term Loan C, and a $75 million Senior Secured Revolving
Credit Facility.  Moody's said each facility is rated Ba3 with a
negative outlook.


NEW CITY: Names Richard Ian Williamson Liquidator
-------------------------------------------------
Richard Ian Williamson of Campbell Crossley and Davis was
appointed Liquidator of New City Construction Limited on Nov. 8
for the creditors' voluntary winding-up procedure.

Headquartered in Preston, England, New City Construction Limited
-- http://www.newcityconstruction.net/-- offers all clients a  
complete package of civil engineering, builders work, interior
fit out, demolition, maintenance, land and building surveying,
utilities, and design and build services.


NEW YORK NAIL: Hires Kingston Smith to Administer Assets
--------------------------------------------------------
Ian Robert and Nicholas John Miller of Kingston Smith & Partners
LLP were appointed joint administrators of The New York Nail
Company Ltd. (Company Number 03782399) on Nov. 9.

Kingston Smith -- http://www.kingstonsmith.co.uk/-- advises  
owner-managers seeking solutions to business problems.  The
company has over 400 people, including 45 partners, based in six
offices in London and the South East, and was founding member of
KS International, a network of over 100 offices in 49 countries
around the world.  It was originally formed in 1923.

The New York Nail Company Ltd. can be reached at:

         118 Westbourne Grove
         City of Westminster
         London W11 2RR
         United Kingdom
         Tel: 020 7229 4321


ODDS BODKINS: Brings In Liquidator from Taylor Rowlands
-------------------------------------------------------
J. Harvey Madden of Taylor Rowlands was appointed Liquidator of
Odds Bodkins Limited (formerly Harrowell Shaftoe (No. 96)
Limited) on Nov. 8 for the creditors' voluntary winding-up
proceeding.

The company can be reached at:

         Odds Bodkins Limited
         Bootham
         York
         North Yorkshire YO307BL
         United Kingdom
         Tel: 01904 679 322
         Fax: 01904 679 322


PHELPS DODGE: Inks US$25.9-Bln Merger Pact with Freeport-McMoRan
----------------------------------------------------------------
Phelps Dodge Corp. and Freeport-McMoRan Copper & Gold Inc. have
signed a definitive merger agreement under which FCX will
acquire Phelps Dodge for around US$25.9 billion in cash and
stock, creating the world's largest publicly traded copper
company.

The combined company will be a new industry leader with large,
long-lived, geographically diverse assets and significant proven
and probable reserves of copper, gold, and molybdenum.

The company's increased scale of operations, management depth,
and strengthened cash flow will provide an improved platform to
capitalize on growth opportunities in the global market.

The combined company will be the largest North American-based
mining company.

The company will enjoy an excellent cost position, long reserve
life, a diversified geographic footprint, and an attractive
growth profile.

FCX currently operates the world-class Grasberg mine, located in
Papua, Indonesia, which is the world's largest copper and gold
mine in terms of reserves.

Phelps Dodge has mines in operation or under development in
North and South America, and Africa, including the world-class
Tenke Fungurume development project in the Democratic Republic
of the Congo.

The combined company will represent one of the most
geographically diversified portfolios of operating, expansion
and growth projects in the copper mining industry.

James R. Moffett, chairman of the board of FCX, said: "This
transaction combines two leading mining companies to form a
strong industry leader at a time when we see significant long-
term opportunities in our industry.  FCX has been built through
our exploration and development capabilities, and we will focus
on aggressively pursuing opportunities in the extensive Phelps
Dodge asset portfolio."

Richard C. Adkerson, FCX's president and chief executive
officer, said: "This acquisition is financially compelling for
FCX shareholders, who will benefit from significant cash flow
accretion, lower cost of capital, and improved geographic and
asset diversification.  The new FCX will continue to invest in
future growth opportunities with high rates of return and will
aggressively seek to reduce debt incurred in the acquisition
using the substantial free cash flow generated from the combined
business."

Adkerson continued: "Together, FCX and Phelps Dodge will have
the size, management depth and financial strength to optimize
existing operations and accelerate our growth by aggressively
pursuing promising new development projects, exploration and
acquisitions. We are enthusiastic about the addition of Phelps
Dodge's highly regarded mining team, which will complement our
existing organization, and are delighted to welcome Phelps
Dodge's talented team to the FCX family."

J. Steven Whisler, chairman and chief executive officer of
Phelps Dodge, said: "This transaction provides Phelps Dodge
shareholders a significant premium for their shares and gives
them the opportunity to participate in the upside potential of a
geographically diversified industry leader possessing the scale
and asset quality to compete on the global stage successfully.  
I believe our management team, with its industry-recognized
reputation for operational excellence and technological
innovation, possesses the skills in open pit and underground
mining and mineral processing to add value to FCX's operations.  
We look forward to working with FCX to realize all of the
benefits of this combination, and its exciting portfolio of
growth and expansion projects, for our shareholders, customers,
employees and suppliers."

                     Terms of the Transaction

Under the terms of the transaction, FCX will acquire all of the
outstanding common shares of Phelps Dodge for a combination of
cash and common shares of FCX for a total consideration of
US$126.46 per Phelps Dodge share, based on the closing price of
FCX stock on Nov. 17, 2006.

Each Phelps Dodge shareholder would receive US$88.00 per share
in cash plus 0.67 common shares of FCX.  This represents a
premium of 33% to Phelps Dodge's closing price on Nov. 17, 2006,
and 29% to its one-month average price at that date.

The cash portion of US$18 billion represents around 70% of the
total consideration.  In addition, FCX would deliver a total of
137 million shares to Phelps Dodge shareholders, resulting in
Phelps Dodge shareholders owning around 38% of the combined
company on a fully diluted basis.

The boards of directors of FCX and Phelps Dodge have each
unanimously approved the terms of the agreement and have
recommended that their shareholders approve the transaction.  
The transaction is subject to the approval of the shareholders
of FCX and Phelps Dodge, receipt of regulatory approvals and
customary closing conditions.  The transaction is expected to
close at the end of the first quarter of 2007.

FCX has received financing commitments from JPMorgan and Merrill
Lynch to fund the cash required to complete the transaction.  
After giving effect to the transaction, estimated pro forma
total debt at Dec. 31, 2006, would be around US$17.6 billion, or
around US$15 billion net of cash.

                Combined Financials and Production

For the 12-month period ending Sept. 30, 2006, the companies had
combined revenues of US$16.6 billion, EBITDA (operating income
before depreciation, depletion and amortization) of US$7.0
billion, and operating cash flows of US$5.5 billion.

For the year 2006, the combined company's estimated EBITDA would
approximate US$7.9 billion and operating cash flows would
approximate US$6.5 billion.

On a pro forma basis for 2006, the combined company's production
would approximate 3.7 billion pounds of copper (3.1 billion
pounds net of minority interests), 1.8 million ounces of gold
(1.7 million ounces net of minority interests) and 69 million
pounds of molybdenum.

Combined proven and probable reserves at Dec. 31, 2005, would
approximate 75 billion pounds of copper, 41 million ounces of
gold and 1.9 billion pounds of molybdenum, net of minority
interests.

                    Benefits Of The Transaction

   * the combined company is well positioned to benefit from the
     positive copper market at a time when there is a scarcity
     of large-scale copper development projects combined with
     strong global demand for copper.  The combined company's
     copper production growth is expected to be around
     25% over the next three years.

   * the combined company will benefit from long-lived reserves
     totaling 75 billion pounds of copper, 41 million ounces of
     gold and 1.9 billion pounds of molybdenum, net of minority
     interests.

   * the combined company is expected to generate strong cash
     flows, enabling significant debt reduction.  For the year
     2006, the two companies are expected to generate estimated
     combined operating cash flows totaling US$6.5 billion.

   * FCX expects the transaction to be immediately accretive to
     FCX's earnings and cash flow.

   * the combined company's project pipeline will support
     industry-leading growth by delivering nearly 1 billion
     pounds of additional copper production capacity over the
     next three years.  Projects include Phelps Dodge's recent
     commissioning of the US$850 million expansion of the Cerro
     Verde mine in Peru; the development of the new US$550
     million Safford mine in Arizona; a potential project to
     extend the life of El Abra through sulfide leaching; the
     exciting Tenke Fungurume copper/cobalt project in the
     Democratic Republic of the Congo, which is expected to
     begin production by 2009; the expansion of FCX's DOZ
     underground mine in Indonesia; and other developments of
     FCX's large-scale, high-grade underground ore bodies in the
     Grasberg district in Indonesia.

   * the combined company is expected to generate strong cash
     flows, enabling significant debt reduction.  For the year
     2006, the two companies are expected to generate estimated
     combined operating cash flows totaling US$6.5 billion.

   * FCX expects the transaction to be immediately accretive to
     FCX's earnings and cash flow.

   * the combined company will have significant high potential
     exploration rights in copper regions around the world,
     including FCX's existing prospective acreage in Papua,
     Indonesia, and Phelps Dodge's opportunities at its Tenke
     concession, the U.S. and South America, as well as Phelps
     Dodge's portfolio of exciting exploration targets.  FCX
     will continue its longstanding focus on adding value
     through exploration.

   * the combination of FCX's and Phelps Dodge's proven
     management and best practices in open pit and underground
     mining will facilitate the sharing of expertise to optimize
     operations across the asset base.  Phelps Dodge's unique
     mining and processing technology provides opportunities to
     be applied to optimize metal production at Grasberg.

              Management Team and Board of Directors

James R. Moffett, chairman of FCX, will continue as chairman.
Richard C. Adkerson, chief executive officer of FCX, will serve
as chief executive officer of the combined company.

Upon completion of the transaction, J. Steven Whisler, chairman
and chief executive officer of Phelps Dodge, is expected to
retire after more than 30 years of service to Phelps Dodge.

Timothy R. Snider will be chief operating officer of the
combined company, Ramiro G. Peru will be chief financial officer
and Kathleen L. Quirk will be chief investment officer.

Mark J. Johnson will continue as chief operating officer of
FCX's Indonesian operations and Michael J. Arnold will continue
in his executive management role, including serving as chief
financial and administrative officer of FCX's Indonesian
operations.

At closing, FCX will add to its board of directors three
independent members from Phelps Dodge's board, increasing the
size of the board to sixteen directors in total.

The parent company will retain the Freeport-McMoRan Copper &
Gold Inc. name and trade on the New York Stock Exchange under
the symbol "FCX."  The Phelps Dodge name will continue to be
used in its existing operations.

The corporate headquarters of the combined company will be
located in Phoenix, Arizona, and FCX will maintain its New
Orleans, Louisiana, office for accounting and administrative
functions for its Indonesian operations.

                         Financial Policy

FCX has an established financial policy of maintaining a strong
financial position and returning excess cash to shareholders
through dividends and share purchases.  The continuation of
positive copper markets would provide substantial cash flows to
enable the combined company to achieve significant near-term
debt reductions.  In addition, FCX intends to consider
opportunities over time to reduce debt further through issuances
of equity and equity-linked securities and possibly through
asset sales.  FCX expects to continue its regular annual common
dividend of US$1.25 per share.  FCX is committed to its long-
standing tradition of maximizing value for shareholders.

                       Advisors and Counsel

J.P. Morgan Securities Inc. and Merrill Lynch & Co. are the
financial advisors of FCX.

Davis Polk & Wardwell and Jones, Walker, Waechter, Poitevent,
Carrere & Denegre L.L.P. are the legal counsel of FCX.

Citigroup Corporate and Investment Banking and Morgan Stanley &
Co. Incorporated are the financial advisors of Phelps Dodge.

Debevoise & Plimpton LLP is the legal counsel of Phelps Dodge.

               About Freeport-McMoRan Copper & Gold

Headquartered in New Orleans, Louisiana, Freeport-McMoRan Copper
& Gold Inc. (NYSE: FCX) -- http://www.fcx.com/-- explores for,  
develops, mines, and processes ore containing copper, gold, and
silver in Indonesia, and smelts and refines copper concentrates
in Spain and Indonesia.

                        About Phelps Dodge

Phelps Dodge Corporation (NYSE: PD) http://www.phelpsdodge.com/
-- is one of the world's leading producers of copper and
molybdenum and is the largest producer of molybdenum-based
chemicals and continuous-cast copper rod.  The company employs
15,000 people worldwide.  It maintains operations in Mexico,
Puerto Rico, Thailand, China, Japan, the Netherlands, and the
United Kingdom, among others.

                           *     *     *

In September 2006, Moody's Investors Service confirmed Phelps
Dodge's Preferred Stock 2 Shelf at (P)Ba1.


PORTRAIT CORP: Court Gives Final OK to Berenson's Employment
------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York has issued a final order
allowing Portrait Corporation of America, Inc., and its debtor-
affiliates to employ Berenson & Company, LLC, as their financial
advisor and investment banker.

Judge Hardin ruled, among other things, that the Debtors'
employment of Berenson under the terms of their Amended
Engagement Letter and the Indemnification Agreement is necessary
and in the best interests of the Debtors' estates.

As reported in the Troubled Company Reporter on Sept. 20, 2006,
Berenson & Co will:

    a) review and analyze the Debtors' business operations and
       financial projections;

    b) evaluate the Debtors' potential debt capacity in light of
       their projected cash flows;

    c) assist in the determination of an appropriate capital
       structure for the Debtors;

    d) provide financial advice and assistance to the Debtors in
       developing and obtaining confirmation of a plan of
       reorganization;

    e) advise the Debtors on tactics and strategies for
       negotiating with various groups of the holders of the
       Debtors' bank debt or debt securities or other claims
       against the Debtors;

    f) advise the Debtors on the timing, nature and terms of any
       new securities, other consideration or other inducements
       to be offered to their Creditors in connection with any
       Restructuring Transaction;

    g) assess the possibilities of bringing in new lenders and
       investors to replace, repay or settle with any of the
       creditors;

    h) provide expert testimony and related litigation support
       services customarily provided by financial advisors with
       respect to any litigation that may arise in connection
       with any Restructuring Transaction;

    i) assist in arranging debtor-in-possession financing or a
       Financing Transaction for the Debtors;

    j) advise the Debtors with respect to the structure of any
       "Transaction," participate in any meetings or
       negotiations relating to a Transaction and advise and
       attend meetings of the Debtors' Board of Directors and
       its committees with respect thereto;

    k) assist the Debtors in preparing any documentation
       required in connection with the implementation of any
       Transaction;

    l) provide testimony in any proceeding before the Bankruptcy
       Court, as necessary, with respect to matters which
       Berenson has been engaged to advise the Debtors; and

    m) provide all other advisory services as customarily in
       connection with the analysis, negotiation and
       implementation of a restructuring transaction similar to
       the Restructuring Transaction and as reasonably requested
       by the Debtors.

The Debtors propose to pay Berenson & Co. a fee of US$125,000
per month plus applicable Sale Transaction, Restructuring
Transaction and Financing Transaction fees, if there are any.

A copy of the engagement agreement outlining the payment terms
for the firm's services is available for free at:

             http://researcharchives.com/t/s?11e6

As part of the overall compensation payable to Berenson under
the terms of the Engagement Letter, the Debtors have agreed to
certain indemnification and contribution obligations as
described in an Indemnification Agreement.  A copy of the
Indemnification Agreement is available for free at:

             http://researcharchives.com/t/s?11e7

The Indemnification Agreement provides that the Debtors will
indemnify and hold harmless Berenson and its affiliates from any
losses, claims, demands, other than for willful misconduct and
gross negligence, which arise out of:

      * actions taken or omitted to be taken by the Debtors or
        actions taken or omitted to be taken by an the firm with
        the Debtors' consent or in conformity with the Debtors'
        actions or omissions; or

      * Berenson's activities on the Debtors' behalf under the
        Engagement Letter.

                     About Portrait Corp

Portrait Corporation of America, Inc. -- http://pcaintl.com/--   
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany and the United Kingdom.  The Company also
operates a modular traveling business providing portrait
photography services in additional retail locations and to
church congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for Chapter
11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case No.
06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' Financial Advisor
and Investment Banker.  Kristopher M. Hansen, Esq., at Stroock &
Stroock & Lavan LLP represents the Official Committee of
Unsecured Creditors.  Peter J. Solomon Company serves as
financial advisor for the Committee.  At June 30, 2006, the
Debtor had total assets of US$153,205,000 and liabilities of
US$372,124,000.


PORTRAIT: Panel Taps Halperin Battaglia as Conflicts Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Portrait
Corporation of America, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
permission to retain Halperin Battaglia Raicht, LLP, as its
conflicts counsel under a general retainer, nunc pro tunc, to
Oct. 16, 2006.

Halperin Battaglia will represent the Committee in the event
that its primary counsel, Stroock & Stroock & Lavan LLP, will
have potential or actual conflicts of interest on matters
arising in the Debtors' bankruptcy cases.

The regular hourly rates for Halperin Battaglia's professionals
ranged from US$395 to US$175 per hour for attorneys, US$125 per
hour for law clerks, and US$100 to US$75 per hour for
paraprofessionals.

Alan D. Halperin, Esq., a member at Halperin Battaglia, assures
the Court that his firm does not hold nor represent any interest
adverse to the Debtors' estate and is a "disinterested person"
within the meaning of section 101(14) of the Bankruptcy Code.

Halperin Battaglia can be reached at:

       Halperin Battaglia Raicht, LLP
       Attn: Alan D. Halperin, Esq.
       555 Madison Avenue, 9th Floor
       New York, NY 10022
       Phone: (212) 765-9100

                     About Portrait Corp

Portrait Corporation of America, Inc. -- http://pcaintl.com/--   
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany and the United Kingdom.  The Company also
operates a modular traveling business providing portrait
photography services in additional retail locations and to
church congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for Chapter
11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case No.
06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' Financial Advisor
and Investment Banker.  Kristopher M. Hansen, Esq., at Stroock &
Stroock & Lavan LLP represents the Official Committee of
Unsecured Creditors.  Peter J. Solomon Company serves as
financial advisor for the Committee.  At June 30, 2006, the
Debtor had total assets of US$153,205,000 and liabilities of
US$372,124,000.


RADNOR HOLDINGS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Radnor Holdings Corporation and its debtor-affiliates delivered
to the U.S. Bankruptcy Court for the District of Delaware their
schedules of assets and liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                  Unknown
  B. Personal Property              Unknown
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                               US$217,402,699
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                       US$205,638,958
                                    -------        ------------
     Total                          Unknown       US$423,041,657

Although the Debtors have values recorded for assets owned on
their books, they believe that those book values would not
accurately reflect the market value of those properties.  So,
the Debtors listed the value as unknown.

A full-text copy of the Debtors' Schedules Assets and
Liabilities is available for free at
http://ResearchArchives.com/t/s?1564

Headquartered in Radnor, Pennsylvania, Radnor Holdings
Corporation -- http://www.radnorholdings.com/ -- manufactures  
and distributes a broad line of disposable food service products
in the United States, and specialty chemicals worldwide.  The
Debtor and its affiliates filed for chapter 11 protection on
Aug. 21, 2006 (Bankr. D. Del. Case No. 06-10894).  Gregg M.
Galardi, Esq., and Mark L. Desgrosseilliers, Esq., at Skadden,
Arps, Slate, Meagher, represent the Debtors.  Donald J.
Detweiler, Esq., and Victoria Watson Counihan, Esq., at
Greenberg Traurig, LLP, serves the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed total assets of US$361,454,000 and
total debts of US$325,300,000.


REBOOT SECURITY: Hires Liquidators from Vantis Business Recovery
----------------------------------------------------------------
G. Mummery and P. Atkinson of Vantis Business Recovery were
appointed Joint Liquidators of Reboot Security Limited on Nov. 7
for the creditors' voluntary winding-up proceeding.

Headquartered in Ashford, England, Reboot Security Limited --
http://www.rebootsecurity.co.uk/-- provides security services  
including door supervisors, special events security, holiday
park security and VIP protection.


REFCO INC: Wants to Sell FXA's Customer Lists to Saxo Bank
----------------------------------------------------------
Refco Inc. and its debtor-affiliates had previously sought, in
June 2006, the U.S. Bankruptcy Court for the Southern District
of New York's permission for Refco F/X Associates, LLC, to sell
its customer lists to GAIN Capital Group, subject to higher and
better offers.

Notwithstanding their efforts, the Debtors and GAIN decided not
to pursue further discussions because they could not agree on
workable terms for a definitive purchase agreement.  The Debtors
withdrew their request in July 2006, and the Court subsequently
approved a mutual settlement agreement and release between FXA
and GAIN terminating a proposed sale term sheet and all of their
obligations.

Richard Levin, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, relates that while FXA and GAIN were
attempting to negotiate a definitive purchase agreement, Saxo
Bank A/S, who had previously expressed an interest in the FXA
Customer Lists, re-emerged as a potential transaction partner.  
As the GAIN transaction was collapsing, FXA and Saxo Bank
commenced negotiations for a sale of the Customer Lists.

Acknowledging that the transaction was only feasible if the
structure was simplified, the Debtors and Saxo Bank entered into
an asset purchase agreement.

The Debtors ask the Court to authorize FXA to sell its Customer
List and Marketing List to Saxo Bank, free and clear of all
liens, claims and encumbrances within the meaning of Section 363
of the Bankruptcy Code, subject to higher and better offers.

Mr. Levin tells Judge Drain that the Customer List and Marketing
List are "deteriorating assets," given that the one-year
anniversary of commencement of the Debtors' Petition Date has
recently passed.  He adds that FXA ceased opening new accounts
or accepting customer deposits on the Petition Date, and all
trading activity by FXA customers was frozen by July 2006.  
"[T]he Customer List and Marketing List are quickly approaching
the point at which customer information will be stale and of
little value to potential purchasers," Mr. Levin says.

                       Purchase Agreement

The Debtors believe that their Purchase Agreement with Saxo Bank
represents a last chance to salvage value for the benefit of
FXA's estate.

The principal terms of the Purchase Agreement are:

   (1) FXA will sell the Customer and Marketing Lists to Saxo
       for an initial fixed amount of US$500,000.

   (2) for each individual that opens an online FX trading
       account with Saxo or one of its affiliates by the second
       anniversary of a closing date, FXA will pay a US$100
       activation fee for each additional New Customer Account,
       except for the first 5,000 New Customer Accounts, for
       which Saxo will pay no Activation Fee.

   (3) for each New Customer Account, Saxo will pay FXA an
       annual maintenance fee of 1% of average balance of the
       New Customer Account on the first anniversary of the
       Closing Date, and an additional annual maintenance fee of
       1% of the Average Balance on the second anniversary of
       the Closing Date.

   (4) Saxo will adopt FXA's privacy policy or demonstrate to
       the Court that the policy is consistent with the policy
       as required by Section 363(b)(1)(A).

   (5) the order approving the sale to Saxo or another winning
       bidder will provide that Forex Capital Markets, Ltd.,
       will not interfere with the Sale consummation, and will
       be prohibited from soliciting the Debtors' customers in
       violation of FXCM's Facilities Management Agreement with
       Refco Group Ltd., LLC.

   (6) in the event that (i) FXA consummates a sale of the
       Purchased Assets to a party other than Saxo or any of its
       affiliate within one year after entry into the Purchase
       Agreement, and (ii) Saxo is not in default of its
       obligations, Saxo will be entitled to a US$15,000 break-
       up fee and expense reimbursement.

                       Bidding Procedures

To properly value certain bids, the Debtors require any person
who desires to make a competing proposal to satisfy all
requirements with respect to proponent, form, and terms of a
competing proposal.  The consideration to the Debtors' estates
under any Proposal must be at least US$555,000.  A Qualified
Competing Proposal will be considered only if it exceeds Saxo's
bid by a minimum of:

   * the amount that would be owed if the Debtors were required
     to pay the Break-Up Fee and the Expense Reimbursement; and

   * consideration in an amount not less that US$25,000.

If any consideration to be provided is not cash, the Proposal
must include the Qualified Competing Bidders' valuation of that
consideration.

Irrevocable Qualified Competing Proposals containing all
material terms of the proposed were due on Nov. 7, 2006.

                        About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a     
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

On Oct. 6, 2006, the Debtors filed their Amended Plan and
Disclosure Statement.  On Oct. 16, 2006, the gave its tentative
approval on the Disclosure Statement and on Oct. 20, 2006, the
Court Clerk entered the written disclosure statement order.

The hearing to consider confirmation of Refco, Inc., and its
debtor-affiliates' plan is set for Dec. 15, 2006.  Objections to
the plan, if any, must be in by Dec. 1, 2006.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC,
is a regulated commodity futures company that has businesses in
the United States, London, Asia and Canada.  Refco, LLC, filed
for bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as
Refco Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner
is represented by Bingham McCutchen LLP.  RCM is Refco's
operating subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management
LLC, Refco Managed Futures LLC, and Lind-Waldock Securities LLC,
filed for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-11260 through 06-11262).

Refco Commodity Management, Inc., formerly known as CIS
Investments, Inc., a debtor-affiliate of Refco Inc., filed for
chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No.
06-12436).  RCMI's exclusive period to file a chapter 11 plan
expires on Feb. 13, 2007.  

(Refco Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


REGISTER TAPE: Appoints I. D. Holland to Liquidate Assets
---------------------------------------------------------
I. D. Holland was appointed Liquidator of Register Tape
International Limited on Nov. 7 for the creditors' voluntary
winding-up proceeding.

The company can be reached at:

         Register Tape International Limited
         Highgate Studios 53 79
         Highgate Road
         Camden
         London NW5 1TL
         United Kingdom
         Tel: 020 7284 2150
         Fax: 020 7284 2160


S.D.F. FABRICATIONS: Brings In Vantis as Joint Administrators
-------------------------------------------------------------
G. Mummery and G. Rowley of Vantis Business Recovery Services
were appointed joint administrators of S.D.F. Fabrications Ltd.
(Company Number 3180793) on Nov. 3.

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

S.D.F. Fabrications Ltd. can be reached at:

         5 Sandwich Industrial Estate
         Sandwich
         Kent CT13 9LY
         United Kingdom
         Tel: 01304 621 063
         Fax: 01304 620 896


SANDERSON FOOTWEAR: Taps Gerald Irwin to Administer Assets
----------------------------------------------------------
Gerald Irwin of Irwin & Company was appointed administrator of
Sanderson Footwear Ltd. (Company Number 2916162) on Nov. 3.

The administrator can be reached at:

         Gerald Irwin
         Irwin & Company
         Station House
         Midland Drive
         Sutton Coldfield
         Birmingham
         West Midlands B72 1TU
         United Kingdom
         Tel: 08700 111812
         Fax: 08700 111813
         E-mail: mail@irwinuk.net

Headquartered in Birmingham, England, Sanderson Footwear Ltd.
retails shoes and accessories.


SCENE LEISURE: Names Liquidators from Vantis Business Recovery
--------------------------------------------------------------
G. Mummery and P. Atkinson of Vantis Business Recovery Services
were appointed Joint Liquidators of Scene Leisure Limited on
Nov. 7 for the creditors' voluntary winding-up proceeding.

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


SEA CONTAINERS: U.K. Regulator May Issue Financial Directions
-------------------------------------------------------------
The United Kingdom Government Pensions Regulator has warned Sea
Containers Ltd. and its debtor-affiliates that it is considering
the exercise of its power to issue financial support directions
to the Company, Ian C. Durant, vice president for finance and
chief financial officer of Sea Containers, Ltd., disclosed of in
a regulatory filing with the U.S. Securities and Exchange
Commission dated Oct. 30, 2006.

Mr. Durant said the FSDs will be under relevant U.K. pensions
legislation, in respect of the Sea Containers 1983 Pension
Scheme and the Sea Containers 1990 Pension Scheme, which are
multi-employer defined benefit pension plans of Sea Containers
Services Ltd.

According to Mr. Durant, if FSDs are issued, SCL may be liable
to make a financial contribution to the Schemes that may be
greater than the sum payable by SCL under the terms of a 1989
support agreement with Sea Containers Services.  Pursuant to the
Support Agreement, Sea Containers Services provides
administrative services to SCL and other subsidiaries, and is
indemnified by SCL for the cost of its services.

Mr. Durant said the trustees of the Schemes or their actuary
advised SCL that their current estimates of the cost of winding
up the Schemes, including the cost of purchasing annuities to
pay projected benefit obligations to Scheme participants, would
be US$201,000,000 for the 1983 Scheme and US$51,000,000 for the
1990
Scheme.  Because the Schemes are multi-employer plans, the
liabilities under them are shared among the participating
companies, Mr. Durant added.

                        SCL Disputes Warning

Tom Burroughes of Reuters reports that SCL believes there was no
need for the U.K. Regulator's warning as the Company is
currently in talks with the U.K. Pension Funds.

"They (pension fund members) will be ranked on an equal footing
with bondholders and other creditors.  We are keen to let these
discussions play out," an Sea Containers spokeswoman told
Reuters.

                      About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight   
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


SERCON CONTROLS: Appoints Wilkinson & Co as Administrator
---------------------------------------------------------
Andrew Hartley Wilkinson of Wilkinson & Co. was appointed
administrator of Sercon Controls Ltd. (Company Number 2545974)
on Nov. 6.

The administrator can be reached at:

         Andrew Hartley Wilkinson
         Wilkinson & Co.
         68 Thorpe Lane
         Almondbury
         Huddersfield
         West Yorkshire HD5 8UF
         United Kingdom
         Tel: 01484 349468
         E-mail: ahw@ahwilk.demon.co.uk

Headquartered in Huddersfield, England, Sercon Controls Ltd.
designs and constructs electrical panels.


SOFTBAK MOBILE: Trust Debt Assumption Spurs S&P's Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services moved its 'BB+' rating on
Softbank Mobile Corp.'s senior unsecured bonds to CreditWatch
with positive implications from CreditWatch negative.  

The action followed Softbank Corp.'s announcement on Nov. 17,
that trust debt assumption of Softbank Mobile's straight bonds
totaling JPY100 billion will be implemented as part of the
securitization of its mobile telecommunications business.  

The 'BB+' corporate credit rating remains on CreditWatch with
negative implications.

The ratings on Softbank Mobile have been on CreditWatch since
Mar. 20, 2006, after being lowered to 'BB+' from 'A+' following
Vodafone Group PLC's agreement to sell its Japanese subsidiary
to Softbank.  

In the trust debt assumption, Softbank Mobile is to entrust a
set amount of the issued bonds as well as certain assets to a
trust bank for the repayment of the principal and interest on
its bonds.

The CreditWatch listing of the debt rating on Softbank Mobile's
issuances was moved to positive as Standard & Poor's believes
the creditworthiness of these debts will be raised by the trust
debt assumption, as this measure is being implemented as one
element of the company's overall business securitization, and a
specified level of assets are being entrusted as repayment
resources.

Standard & Poor's assigned its preliminary rating on the
business securitization of Softbank Mobile's mobile
telecommunications business on Sept. 29.  This preliminary
rating was assigned based on preliminary terms and conditions,
and is to be finalized once Standard & Poor's confirms the final
details of the business securitization.  

The corporate credit rating on Softbank Mobile remains on
CreditWatch with negative implications.  However, Standard &
Poor's may withdraw the corporate credit rating at its
discretion following implementation of the business
securitization plan.  

Business securitization is a financing scheme in which an issuer
securitizes cash flows from a specific business, thereby
enhancing the probability of debt servicing.  In such
transactions, cash flows generated from the securitized business
are generally used to redeem the debts in the securitization.  

Upon implementing the business securitization scheme, almost all
assets held by Softbank Mobile will be pledged as collateral for
the purpose of the transaction.  The relative seniority of any
debt outstanding that is not included in the securitization at
the time of closing may decrease dramatically following the
securitization.  However, as nearly all of the company's debt
currently falls within the bounds of the securitization, the
corporate credit rating on Softbank Mobile will be less relevant
for the duration of the business securitization.


URBAN SOLUTIONS: Creditors' Meeting Slated for November 24
----------------------------------------------------------
Creditors of Urban Solutions (Midlands) Limited (Company Number
05482428) will meet at 10:00 a.m. on Nov. 24 at:

         Irwin & Company
         Station House
         Midland Drive
         Sutton Coldfield
         Birmingham
         West Midlands B72 1TU
         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 noon on Nov. 23 at:

         G. Irwin
         Administrator
         Irwin & Company
         Station House
         Midland Drive
         Sutton Coldfield
         Birmingham
         West Midlands B72 1TU
         United Kingdom
         Tel: 08700 111812
         Fax: 08700 111813
         E-mail: mail@irwinuk.net


VISTEON CORP: GKN Eyes European & South American Assets
-------------------------------------------------------
GKN plc has entered into exclusive discussions with Visteon
Corp. to explore the possible acquisition of certain Visteon
assets and liabilities in its European and South American
businesses.

These relate exclusively to Visteon's driveline business, which
is conducted at the plants in Duren, Germany, Praszka, Poland,
and Swansea, Wales.  

Driveline assets at Visteon's Arbor plant, Sao Paulo, Brazil are
also included.  Total revenue of these businesses is around
GBP200 million.

A further announcement will be made regarding this possible
transaction when appropriate.

Headquartered in Van Buren Township, Michigan, Visteon Corp.
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive  
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and
services to aftermarket customers.  With corporate offices in
Michigan (U.S.); Shanghai, China; and Kerpen, Germany; the
company has more than 170 facilities in 24 countries and employs
around 50,000 people.

At Sept. 30, 2006 the Company's balance sheet showed total
assets of US$6.721 billion and total liabilities of US$6.823
billionresulting in a total shareholders' deficit of US$102
miilion.  Total shareholders' deficit at Dec. 31, 2005 stood at
US$48 million.

                          *     *     *

Standard & Poor's Ratings Services has lowered its long-term
corporate credit rating on Visteon Corp. to 'B' from 'B+' and
its short-term rating to 'B-3' from 'B-2'.  These actions stem
from the company's weaker-than-expected earnings and cash flow
generation, caused by vehicle production cuts, inefficiencies at
several plant locations, sharply lower aftermarket product
sales, continued pressure from high raw material costs, and
several unusual items that will impact 2006 results.


                           *********

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than
US$3 per share in public markets.  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.

A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

                           *********


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 Zamesa
Paderog, Joy Agravante, and Zora Jayda Zerrudo Sala, Editors.

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed
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