/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/061201.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Friday, December 1, 2006, Vol. 7, No. 239 Headlines A U S T R I A ASA VERSICHERUNGSMAKLER: Manager Declares Insufficient Assets BOUTIQUE WIESLER: Graz Court Orders Business Shutdown CENTE LLC: Vienna Court Orders Business Shutdown FS-GASTSTATTENBETRIEB: Creditors' Meeting Slated for December 14 HELGA JUTERSCHNIG: Claims Registration Ends December 5 HZHB LLC: Creditors' Meeting Slated for December 5 KA-BAUSERVICE: Ried im Innkreis Court Reopens Bankruptcy Case SPIELZEUGSCHACHTEL LLC: Vienna Court Orders Business Closure B E L G I U M VNU GROUP: Posts EUR89-Million Net Loss for Third Quarter 2006 VNU GROUP: Names Jon Mandel as Chief Executive of NielsenConnect F R A N C E ALCATEL SA: Amends Joint Solicitation Statement with Lucent LUCENT TECHNOLOGIES: Amends Solicitation Statement with Alcatel LUCENT TECHNOLOGIES: Completes Support Network for TV Cabo SCIENS CFO: Moody's Assigns EUR7.7-Mln Class E Notes at (P)Ba1 G E R M A N Y AUTOHAUS FIX: Claims Registration Ends December 5 ESTRICH-CONCEPT: Creditors' Meeting Slated for December 7 HOLGER DETTMANN: Claims Registration Ends December 8 KLEBER FINANZ: Claims Registration Ends December 12 KOWATZKI + TORNOW: Claims Registration Ends December 12 MUSIKHAUS NAGEL: Claims Registration Ends December 13 PEGU-BAUTECHNIK: Claims Registration Ends December 7 ROKA BAU: Claims Registration Ends December 5 UNITED AUTO: Moody's Assigns B3 Rating on US$325-Mln Sr. Notes VISTEON CORP: Fitch Rates Amended Senior Bank Debt at B/RR1 I R E L A N D RIVERDEEP HOLDINGS: Inks Acquisition Deal with HM RiverGroup RIVERDEEP HOLDINGS: Moody's Reviews Rating on Acquisition Deal RIVERDEEP HOLDINGS: Begins Tender Offer for 9.25% Senior Notes I T A L Y ALITALIA SPA: Italian Government Pursuing Three Rescue Plans INTERNATIONAL PAPER: Selling 13 Sawmills for US$325 Million Cash SBARRO INC: Unveils Terms of MidOcean Merger Agreement SBARRO INC: Moody's Affirms Junk Corporate & Unsecured Ratings TISCALI SPA: Fitch Places CCC Default Rating on Watch Positive WIND ACQUISITION: Fitch Puts EUR950-Mln Notes on Watch Positive K A Z A K H S T A N ALMATY CONSTRUCTION: Creditors' Claims Due Dec. 29 BUILD-SERVICE LLP: Creditors Must File Claims by Dec. 27 INTERTRANSSERVICE-M LLP: Claims Registration Ends Dec. 29 NEFTEBAZA OJSC: Claims Filing Period Ends Dec. 27 PHOENIX LLP: Karaganda Court Opens Bankruptcy Proceedings SPETS KOMPLEKT: Proof of Claim Deadline Slated for Dec. 29 SYSTEM-2 LLP: Karaganda Court Starts Bankruptcy Procedure TELETRADE & K: Claims Registration Ends Dec. 27 TITAN-AKTOBE LLP: Aktube Court Begins Bankruptcy Proceedings K Y R G Y Z S T A N TRIP LINE: Creditors' Claims Due Jan. 12, 2007 L U X E M B O U R G SLAVINVEST FINANCE: Fitch Assigns B- Rating on Upcoming Eurobond N E T H E R L A N D S LUCENT TECHNOLOGIES: Amends Solicitation Statement with Alcatel LUCENT TECHNOLOGIES: Completes Support Network for TV Cabo VNU GROUP: Posts EUR89-Million Net Loss for Third Quarter 2006 VNU GROUP: Names Jon Mandel as Chief Executive of NielsenConnect R U S S I A ALBASHSKIE TINNED: Court Names P. Tarasov as Insolvency Manager ALTAIR-TRANS CJSC: Court Names V. Leonov as Insolvency Manager AMGUN'-WOOD CJSC: Court Names A. Krylov as Insolvency Manager BAKERY-5 LLC: Court Names A. Budelev as Insolvency Manager CRYSTAL OJSC: Kursk Court Names V. Sakhno as Insolvency Manager EFREMOV-SEL-KHOZ-KHIMIYA: Names N. Shirokov to Manage Assets EXPERIMENTAL BASE: Court Starts Bankruptcy Supervision GRAIN PRODUCT: Court Names P. Alekseev as Insolvency Manager KOZMODEMYANSK-MILK-RUS: Court Starts Bankruptcy Supervision KRASNOGORSKIY BAKERY: Court Names I. Bashmakova to Manage Assets LABINSK-OIL-PRODUCT: Court Starts Bankruptcy Supervision NOVATEK OAO: Earns RUR11.23 Billion for First Nine Months 2006 ORLOVSKIY OJSC: Court Names M. Orlov as Insolvency Manager PODDERZHKA OJSC: Bankruptcy Hearing Slated for March 13 RUSSIAN STANDARD: Moody's Rates Loan Participation Notes at Ba3 SEVERSTAL OAO: Holds Talk to Acquire Mittal's Weirton Steel TRANSIT CJSC: Court Names I. Bashmakova as Insolvency Manager YUKOS OIL: Arbitration Court Rules 4% Rise in Debt Claims ZYRYANSKIY COAL: Asset Sale Slated for December 11 S P A I N FREEPORT-MCMORAN: Earns US$365.7 Million in 2006 Third Quarter S W I T Z E R L A N D ARPATEC SOLUTIONS: Zug Court Closes Bankruptcy Proceedings BAMO MANAGEMENT: Zug Court Closes Bankruptcy Proceedings BAR 68 BAUMGARTNER: Thurgau Court Suspends Bankruptcy Process BLUE DATA: Thurgau Court Suspends Bankruptcy Proceedings BODAN SICHERHEITSDIENST: Court Suspends Bankruptcy Proceedings E. DIEFFENBACHER: Glarus Court Closes Bankruptcy Proceedings HIRSCHEN JSC: Kussnacht Court Begins Bankruptcy Proceedings LARGOV JSC: Zug Court Orders Bankruptcy Case Closure NETCALL COMMUNICATIONS: Zug Court Closes Bankruptcy Proceedings RAUMDESIGN JSC: Hofe Court Suspends Bankruptcy Proceedings WST LLC: Hofe Court Begins Bankruptcy Proceedings U N I T E D K I N G D O M BABA LIMITED: Joint Liquidators Take Over Operations BOLDU LIMITED: Appoints Gerald Irwin to Liquidate Assets BENTOM FOODS: Claims Filing Period Ends Dec. 22 CHAMBERLAIN & GROVES: Claims Registration Ends Dec. 20 CONVERGENCE GROUP: Hires Administrators from Geoffrey Martin DOUBLE DEE: Brings In Mazars as Joint Administrators DURA AUTOMOTIVE: Hires Togut Segal as Conflicts Counsel DURA AUTOMOTIVE: Ontario Court Grants Foreign Recognition Order EPICURE CATERING: Taps Joint Administrators from Herron Fisher FORD MOTOR: Moody's Rates US$15-Billion Sr. Sec. Loans at Ba3 FORD MOTOR: 38,000 Hourly Workers Accept Buyout Offer GW 4107: Appoints Menzies as Joint Administrators IAN MEARNS: Creditors' Meeting Slated for December 7 IM CAJA: Moody's Junks EUR10.8-Million Series E Notes INCO LTD: Earns US$701 Million in 2006 Third Quarter LIFE SCIENCES: Sept. 30 Equity Deficit Widens to US$25.3 Million LOUPE SOLUTIONS: Taps Menzies to Administer Assets PEARCE STONER: Names Paul John Webb as Administrator PRICELINE.COM: Earns US$47.8 Million in Third Quarter 2006 QED FOOD: Creditors' Meeting Slated for December 6 QED HOLDINGS: Creditors' Meeting Slated for December 6 SEVERSTAL OAO: Holds Talk to Acquire Mittal's Weirton Steel SIMPLY CLOTHES: Names Liquidators to Wind Up Business SOLUTIA INC: U.S. Labor Secretary Wants Plan Confirmation Denied SPIRAL SHOP: Hires Michael Bowell to Liquidate Assets SPIRES INTERNATIONAL: Names Stephen M. Rout Liquidator TEQNI-SPRAY: Gerald Irwin Leads Liquidation Procedure UNITED AUTO: Moody's Assigns B3 Rating on US$325-Mln Sr. Notes TISCALI SPA: Fitch Places CCC Default Rating on Watch Positive VISION EMPLOYMENT: Creditors' Claims Due Feb. 9, 2007 VISION WINDOWS: Brings In Liquidator from McTear Williams & Wood * BOOK REVIEW: The Chief Executives ********* ============= A U S T R I A ============= ASA VERSICHERUNGSMAKLER: Manager Declares Insufficient Assets ------------------------------------------------------------- Dr. Thomas Zeitler, the court-appointed property manager for LLC ASA Versicherungsmakler (FN 208475g), declared Oct. 3 that the Debtor's property is insufficient to cover creditors' claim. The Land Court of Linz is yet to rule on the property manager's claim. Headquartered in Traun, Austria, the Debtor declared bankruptcy on Sept. 18 (Bankr. Case No. 38 S 42/06i). The property manager can be reached at: Dr. Thomas Zeitler Eisenhandstrasse 15 4020 Linz, Austria Tel: 77 55 44-0 Fax: 77 55 44-10 E-mail: insolvenz@bzp.at BOUTIQUE WIESLER: Graz Court Orders Business Shutdown ----------------------------------------------------- The Land Court of Graz entered Oct. 12 an order shutting down the business of LLC Boutique Wiesler (FN 210291b). Court-appointed property manager Stefan Kohlfuerst recommended the business shutdown after determining that the continuing operations would reduce the value of the estate. The property manager can be reached at: Mag. Stefan Kohlfuerst Marburgerkai 47 8010 Graz, Austria Tel: 0316/815454 Fax: 0316/815454-22 E-mail: kohlfuerst@hofstaetter.co.at Headquartered in Graz, Austria, the Debtor declared bankruptcy on Oct. 19 (Bankr. Case No. 25 S 84/06z). CENTE LLC: Vienna Court Orders Business Shutdown ------------------------------------------------ The Trade Court of Vienna entered Oct. 4 an order shutting down the business of LLC CENTE (FN 255848y). Court-appointed property manager Gerhard Stauder 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: Mag. Gerhard Stauder c/o Dr. Georg Kahlig Siebensterngasse 42 1070 Vienna, Austria Tel: 523 47 91 E-mail: kahlig.partner@aon.at Headquartered in Vienna, Austria, the Debtor declared bankruptcy on Sept. 14 (Bankr. Case No. 2 S 139/06p). Georg Kahlig represents Mag. Stauder in the bankruptcy proceedings. FS-GASTSTATTENBETRIEB: Creditors' Meeting Slated for December 14 ---------------------------------------------------------------- Creditors owed money by LLC FS-Gaststattenbetrieb (FN 154151v) are encouraged to attend the creditors' meeting at 10:00 a.m. on Dec. 14 to consider the adoption of the rule by revision and accountability. The creditors' meeting will be held at: The Land Court of Salzburg Room 221 2nd Floor Salzburg, Austria Headquartered in Salzburg, Austria, the Debtor declared bankruptcy on Oct. 19 (Bankr. Case No. 23 S 72/06t). Michael Pallauf serves as the court-appointed property manager of the bankrupt estate. The property manager can be reached at: Dr. Michael Pallauf Petersbrunstr. 13 5020 Salzburg, Austria Tel: 0662-841202 Fax: 0662-841202-50 E-mail: officesalzburg@aaa-law.at HELGA JUTERSCHNIG: Claims Registration Ends December 5 ------------------------------------------------------ Creditors owed money by LLC Helga Juterschnig (FN 113249v) have until Dec. 5 to file written proofs of claims to court-appointed property manager Wilhelm Hausler at: Dr. Wilhelm Hausler Neunkirchner Road 17 2700 Wiener Neustadt, Austria Tel: 02622/23221 Fax: 02622/23221-22 Email: wilhelm.haeusler@rechtsexpert.at Creditors and other interested parties are encouraged to attend the creditors' meeting at 9:30 a.m. on Dec. 19 to consider the adoption of the rule by revision and accountability. The meeting of creditors will be held at: The Land Court of Wiener Neustadt Room 15 Wiener Neustadt, Austria Headquartered in Wiener Neustadt, Austria, the Debtor declared bankruptcy on Oct. 5 (Bankr. Case No. 11 S 105/06m). HZHB LLC: Creditors' Meeting Slated for December 5 -------------------------------------------------- Creditors owed money by LLC HZHB (FN 268239w) are encouraged to attend the creditors' meeting at 9:15 a.m. on Dec. 5 to consider the adoption of the rule by revision and accountability. The creditors' meeting will be held at: The Trade Court of Vienna Room 1606 16th Floor Vienna, Austria Headquartered in Vienna, Austria, the Debtor declared bankruptcy on Oct. 5 (Bankr. Case No. 4 S 138/06f). Eva Maria Bachmann- Lang serves as the court-appointed property manager of the bankrupt estate. Christian Bachmann represents Dr. Bachmann-Lang in the bankruptcy proceedings. The property manager can be reached at: Dr. Eva Maria Bachmann-Lang c/o Dr. Christian Bachmann Opernring 8 1010 Vienna, Austria Tel: 512 87 01 Fax: 513 82 50 E-mail: bachmann.rae@aon.at KA-BAUSERVICE: Ried im Innkreis Court Reopens Bankruptcy Case ------------------------------------------------------------- The Land Court of Ried im Innkreis has ruled to reopen the bankruptcy case of LLC KA-Bauservice (FN 139847h). Dr. Wolfgang Lamprecht will be reinstated as property manager of the bankrupt estate. The Court will approve Dr. Lamprecht's project by distribution, which entitles creditors to recover an additional 0.05% on top of the EUR177.85 sum previously distributed. Headquartered in Gilgenberg, Austria, the Debtor's bankruptcy case was reopened on Oct. 4 (Bankr. Case No. 17 S 46/01y). The property manager can be reached at: Dr. Wolfgang Lamprecht Stadplatz 5 5280 Braunau/Inn Tel: 07722/62 457 Fax: 07722/62457-14 E-mail: mail@kanzlei-lamprecht.at SPIELZEUGSCHACHTEL LLC: Vienna Court Orders Business Closure ------------------------------------------------------------ The Trade Court of Vienna entered Oct. 3 an order closing the business of LLC Spielzeugschachtel (FN 247991v). Court-appointed property manager Gerhard Bauer recommended the business closure after determining that the continuing operations would reduce the value of the estate. The property manager can be reached at: Mag. Gerhard Bauer Mahlerstrasse 7 1010 Vienna, Austria Tel: 512 97 06 Fax: 512 97 06 20 E-mail: ra-g.bauer@aon.at Headquartered in Vienna, Austria, the Debtor declared bankruptcy on July 25 (Bankr. Case No. 6 S 63/06s). ============= B E L G I U M ============= VNU GROUP: Posts EUR89-Million Net Loss for Third Quarter 2006 -------------------------------------------------------------- VNU Group B.V. released its financial results for the three months and the nine months ended Sept. 30, 2006. The VNU Group registered EUR89 million in net loss against EUR897 million in revenues for the third quarter of 2006, compared with EUR50 million in net profit against EUR875 million in revenues for the same period in 2005. The company registered EUR141 million in net loss against EUR2.68 billion in revenues for the first nine months of 2006, compared with EUR93 million in net profit on EUR2.52 million in revenues for the same period in 2005. Results for the nine months ended Sept. 30, 2006, represent the sum of the amounts for the Predecessor period from Jan. 1 through May 23, and for the Successor period from May 24 through Sept. 30, 2006, the period following the sale of VNU. On May 24, VNU was acquired through a tender offer to shareholders by Valcon Acquisition B.V., an entity formed by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee Partners. The price paid to VNU common shareholders was EUR29.50 per ordinary share and EUR21.00 per 7% preferred share. The tender offer was settled on various dates from May 24 through Sept. 30 and Valcon separately purchased all of VNU's issued and outstanding preferred B shares for EUR102 million. Valcon's cumulative purchases of the outstanding common shares and preferred B shares resulted in a combined 99.46% of VNU's issued and outstanding share capital as of September 30, 2006. Valcon continues to make open market purchases for additional shares and intends to acquire the remaining VNU share capital through a statutory squeeze-out procedure, which will be completed in 2007. The common and preferred stocks were delisted from Amsterdam Euronext on July 11, and VNU was converted from a Dutch NV to a Dutch BV and changed its name to VNU Group BV. At Sept. 30, 2006, VNU Group had EUR11.8 billion in total assets, EUR8.6 billion in total liabilities, and EUR3.1 billion in shareholders' equity. About VNU Group Headquartered in Haarlem, Netherlands, VNU N.V. -- http://www.vnu.com/-- operates publishing businesses and offers marketing and media information. The Company publishes and distributes telephone directories, children's books and periodicals, and business information periodicals. VNU also offers television and Internet usage data and advertising expenditure analysis. * * * As reported in the TCR-Europe on July 20, Moody's Investors Service downgraded the Corporate Family Rating of VNU NV to B2 from B1 and its senior unsecured debt ratings to Caa1 from B1. This concludes Moody's review of VNU's ratings, which was last continued on May 26. Rating downgraded to B2 from B1: -- Corporate Family Rating Ratings downgraded to Caa1 from B1: -- floating rate Euro MT Notes due 2012; -- 6.75% Euro MT Notes due 2012; -- 2.5% Yen MT Notes due 2011, the floating rate Euro MT Notes due 2010; -- 5.625% GBP MT Notes due 2010/17; -- 5.5% Eurobonds due 2008; -- 6.75% Eurobonds due 2008; -- 6.625% Eurobonds due 2007; -- Euro MTN program; and -- Nielsen Media Research Inc.'s 7.6% Notes due 2009 guaranteed by VNU. In a TCR-Europe report on July 19, Standard & Poor's Ratings Services has lowered its long-term corporate credit rating on Dutch media group VNU N.V. to 'B' from 'B+', and affirmed its 'B' short-term corporate credit rating. All ratings have been removed from CreditWatch, where they were placed with negative implications on Oct. 12, 2005. S&P said the outlook is negative. VNU GROUP: Names Jon Mandel as Chief Executive of NielsenConnect ---------------------------------------------------------------- Jon Mandel, one of Madison Avenue's most influential and well known media-buying executives, has joined VNU Group B.V. as chief executive officer of NielsenConnect, a newly formed business unit. The announcement was made by David L. Calhoun, chairman and chief executive officer of VNU, to whom Mr. Mandel will report. Mr. Mandel will be based in VNU's U.S. headquarters in New York. Mr. Mandel joins VNU from Group M, one of the world's largest media communications companies, where he was chief of strategic solutions. Prior to his corporate role at Group M, Mr. Mandel was chairman of MediaCom US, a Group M company. MediaCom plans and implements more than US$12 billion a year of its advertising clients media spend. "We are proud and delighted to welcome Jon to the VNU leadership team," said Mr. Calhoun. "Jon's knowledge, experience and enthusiasm are vital to our goal of taking this company to a whole new level of client service. His mission is to 'follow the consumer.' That means connecting all of the different information resources across VNU so our clients benefit from clear, actionable information they need to grow their businesses." "NielsenConnect is about looking forward, and anticipating what's coming next," said Mr. Mandel. "It's about connecting consumer information in ways that have never been attempted so our clients can spot trends and move more quickly to maximize their relationships with their customers. I look forward to this exciting challenge." "As the creation of this new business indicates, we are extending the world famous Nielsen brand across all elements of VNU to connect our information and intelligence-gathering capabilities for the benefit of clients," Mr. Calhoun added. "This is an important step in that process." NielsenConnect, a new business unit, will draw information from the dozens of VNU companies which collect, analyze and report on consumer patterns and usage around the world. VNU's assets represent the premiere suite of media and marketing information which includes consumer purchase information, store data, modeling assets, geo-demographic data, television ratings, outdoor ratings, as well as movie, book, video and radio data. A graduate of Vassar College, Mr. Mandel joined Grey Advertising in 1974 working in various media planning positions on General Foods and Procter & Gamble. In 1977, he helped start the network television-buying group at Grey. When MediaCom was formed in the United States, Mr. Mandel was senior vice president/director of National Broadcast at Grey and he was named chief negotiating officer of MediaCom. Over the years building MediaCom, Jon Mandel advised many accounts in various roles including co-managing director, chief negotiation officer, co-CEO, co-CEO of MediaCom Latino, chief global buying officer of MediaCom Worldwide, in addition to his role as chairman of MediaCom U.S. Mandel has helped clients plan, implement and manage hundreds of billions of dollars in marketing spend in virtually all industries. The several hundred clients who have worked with Mandel include Volkswagen/Audi, Hasbro, Staples, Subway, GlaxoSmithKline, Nokia, Royal Bank of Scotland, Playtex, Cendent, Panasonic, SlimFast and Warner Bros. Mr. Mandel is the only media professional to have served as a member of the Board of Directors of the American Association of Advertising Agencies. He has also been on the AAAA Media Policy Council and the chair of the organization's Television Committee. He is also a member of the Board of Directors of the International Radio and Television Society. He was the first advertising professional to serve as chairman of the National Association of Television Programming Executives, and has worked closely with several industry councils, often as the sole agency representative. Mr. Mandel lives in Manhattan where he serves as a director of the John A. Reisenbach Foundation, a nonprofit organization dedicated to improving the quality of life in New York City communities. He also sits on the Board of the NY Chapter of the Juvenile Diabetes Research Foundation. Mandel serves with the Kismet Fire Department on Fire Island. About VNU Group Headquartered in Haarlem, Netherlands, VNU N.V. -- http://www.vnu.com/-- operates publishing businesses and offers marketing and media information. The Company publishes and distributes telephone directories, children's books and periodicals, and business information periodicals. VNU also offers television and Internet usage data and advertising expenditure analysis. * * * As reported in the TCR-Europe on July 20, Moody's Investors Service downgraded the Corporate Family Rating of VNU NV to B2 from B1 and its senior unsecured debt ratings to Caa1 from B1. This concludes Moody's review of VNU's ratings, which was last continued on May 26. Rating downgraded to B2 from B1: -- Corporate Family Rating Ratings downgraded to Caa1 from B1: -- floating rate Euro MT Notes due 2012; -- 6.75% Euro MT Notes due 2012; -- 2.5% Yen MT Notes due 2011, the floating rate Euro MT Notes due 2010; -- 5.625% GBP MT Notes due 2010/17; -- 5.5% Eurobonds due 2008; -- 6.75% Eurobonds due 2008; -- 6.625% Eurobonds due 2007; -- Euro MTN program; and -- Nielsen Media Research Inc.'s 7.6% Notes due 2009 guaranteed by VNU. In a TCR-Europe report on July 19, Standard & Poor's Ratings Services has lowered its long-term corporate credit rating on Dutch media group VNU N.V. to 'B' from 'B+', and affirmed its 'B' short-term corporate credit rating. All ratings have been removed from CreditWatch, where they were placed with negative implications on Oct. 12, 2005. S&P said the outlook is negative. =========== F R A N C E =========== ALCATEL SA: Amends Joint Solicitation Statement with Lucent ----------------------------------------------------------- Alcatel S.A. and Lucent Technologies Inc. amended their joint solicitation statement/prospectus, dated Nov. 14, 2006. Under the amended terms, Lucent will pay a one-time consent fee only to holders of its 2.75% Series A Convertible Senior Debentures due 2023 and 2.75% Series B Convertible Senior Debentures due 2025 who consent to the terms of the joint consent solicitation. For each US$1,000 in principal amount of each series of debentures for which consents are received, consenting holders will receive the product of US$7.50 multiplied by a fraction, the numerator of which is the aggregate principal amount of debentures of each series outstanding on the expiration date, as defined below, and the denominator of which is the aggregate principal amount of debentures of each series for which Alcatel and Lucent received and accepted consents. In addition, Alcatel and Lucent have extended the expiration date of the revised joint consent solicitation until 5 p.m. Eastern Standard Time on Friday, Dec. 1. All holders of the debentures who have previously delivered consents do not need to redeliver such consents, although they must sign certain tax forms to receive the consent fee without U.S. federal backup withholding. Alcatel has filed a supplement to the joint solicitation statement/prospectus, which reflects the aforementioned changes. Alcatel and Lucent advise all holders of the debentures to review the section entitled "U.S. Federal Income Tax Considerations," which has been amended and restated to reflect important considerations respecting the U.S. federal income tax consequences of the consent solicitation as it is currently structured. All other terms of the joint consent solicitation statement/prospectus, dated Nov. 14, remain applicable, including Alcatel's obligation to provide its full and unconditional guaranty, which is unsecured and subordinated to senior debt, regardless of whether a holder delivered a consent prior to the expiration date. Holders of the debentures can obtain copies of the supplement to the consent solicitation statement/prospectus from: D.F. King & Co. Information Agent Tel: +1 (888) 887-0082 (U.S. toll-free) +1 (212) 269-5550 (for banks and brokers) Bear, Stearns & Co. Inc. is acting as the Solicitation Agent for the consent solicitation and can be contacted at +1 (877) 696- BEAR (toll-free). 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. About Alcatel Headquartered in Paris, France, Alcatel S.A. (Paris: CGEP.PA and NYSE: ALA) -- http://www.alcatel.com/-- provides communications solutions to telecommunication carriers, Internet service providers and enterprises for delivery of voice, data and video applications to their customers or employees. Alcatel brings its leading position in fixed and mobile broadband networks, applications and services, to help its partners and customers build a user-centric broadband world. With sales of EUR13.1 billion and 58,000 employees in 2005, Alcatel operates in more than 130 countries. * * * Moody's Investors Service has placed the Ba1 long-term debt ratings of Alcatel SA on review for possible downgrade following its definitive agreement to merge with Lucent Technologies (rated B1). The ratings placed on review include Alcatel's senior, unsecured Eurobonds, convertible bonds, Euro-medium term notes, its EUR1.0 billion revolving credit facility and its corporate family rating, all at Ba1 currently. Alcatel's rating for short-term debt was affirmed at Not-Prime. In March 2006, Standard & Poor's Services placed its 'BB' long- term corporate credit rating on France-based telecommunications equipment maker Alcatel on CreditWatch with negative implications. LUCENT TECHNOLOGIES: Amends Solicitation Statement with Alcatel --------------------------------------------------------------- Alcatel S.A. and Lucent Technologies Inc. amended their joint solicitation statement/prospectus, dated Nov. 14, 2006. Under the amended terms, Lucent will pay a one-time consent fee only to holders of its 2.75% Series A Convertible Senior Debentures due 2023 and 2.75% Series B Convertible Senior Debentures due 2025 who consent to the terms of the joint consent solicitation. For each US$1,000 in principal amount of each series of debentures for which consents are received, consenting holders will receive the product of US$7.50 multiplied by a fraction, the numerator of which is the aggregate principal amount of debentures of each series outstanding on the expiration date, as defined below, and the denominator of which is the aggregate principal amount of debentures of each series for which Alcatel and Lucent received and accepted consents. In addition, Alcatel and Lucent have extended the expiration date of the revised joint consent solicitation until 5 p.m. Eastern Standard Time on Friday, Dec. 1. All holders of the debentures who have previously delivered consents do not need to redeliver such consents, although they must sign certain tax forms to receive the consent fee without U.S. federal backup withholding. Alcatel has filed a supplement to the joint solicitation statement/prospectus, which reflects the aforementioned changes. Alcatel and Lucent advise all holders of the debentures to review the section entitled "U.S. Federal Income Tax Considerations," which has been amended and restated to reflect important considerations respecting the U.S. federal income tax consequences of the consent solicitation as it is currently structured. All other terms of the joint consent solicitation statement/prospectus, dated Nov. 14, remain applicable, including Alcatel's obligation to provide its full and unconditional guaranty, which is unsecured and subordinated to senior debt, regardless of whether a holder delivered a consent prior to the expiration date. Holders of the debentures can obtain copies of the supplement to the consent solicitation statement/prospectus from: D.F. King & Co. Information Agent Tel: +1 (888) 887-0082 (U.S. toll-free) +1 (212) 269-5550 (for banks and brokers) Bear, Stearns & Co. Inc. is acting as the Solicitation Agent for the consent solicitation and can be contacted at +1 (877) 696- BEAR (toll-free). About Alcatel Headquartered in Paris, France, Alcatel S.A. (Paris: CGEP.PA and NYSE: ALA) -- http://www.alcatel.com/-- provides communications solutions to telecommunication carriers, Internet service providers and enterprises for delivery of voice, data and video applications to their customers or employees. Alcatel brings its leading position in fixed and mobile broadband networks, applications and services, to help its partners and customers build a user-centric broadband world. With sales of EUR13.1 billion and 58,000 employees in 2005, Alcatel operates in more than 130 countries. 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. LUCENT TECHNOLOGIES: Completes Support Network for TV Cabo ---------------------------------------------------------- Lucent Technologies Inc. and TV Cabo, Portugal's largest pay-tv operator, disclosed of the successful completion of a network readiness assessment for TV Cabo's existing hybrid fiber/coaxial (HFC) cable network. "Migrating infrastructure to next-generation network technology is a significant challenge for communications service providers," said Nuno Almeida Carvalho, country manager for Lucent Technologies in Portugal. "Lucent supports TV Cabo's network upgrade process with a range of solutions and services, based on its experience with numerous cable operators around the world. A thorough network readiness assessment is a key factor in introducing high-quality services such as VoIP over cable." Lucent used a comprehensive methodology to provide a comprehensive view of TV Cabo"s network capabilities. This included a layer-by-layer analysis of the network, which resulted in several technical recommendations in how to improve performance. In addition, a validation model for TV Cabo's HFC cells was defined and then employed to assess the service readiness of a specific subset of network cells. The result was a set of recommendations and tools that allow TV Cabo to refine its service deployment strategy of next- generation communications services. About TV Cabo TV Cabo, a subsidiary of PT Multimedia, is the leader in the Portuguese pay-tv market and one of the most important operators in Europe, with over 1.4 million customers and a market share above 80 percent. TV Cabo's television subscription service is available nationwide with distribution over cable and digital satellite platforms. 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. SCIENS CFO: Moody's Assigns EUR7.7-Mln Class E Notes at (P)Ba1 -------------------------------------------------------------- Moody's Investors Service assigned the following provisional ratings to the Notes to be issued in December 2006 by Sciens CFO I Limited: -- EUR120,000,000 Class A Floating Rate Notes due 2014: (P)Aaa; -- EUR20,800,000 Class B Floating Rate Notes due 2014: (P)Aa2; -- EUR13,800,000 Class C Floating Rate Notes due 2014: (P)A1; -- EUR18,400,000 Class D Floating Rate Notes due 2014: (P)Baa1; and -- EUR7,700,000 Class E Floating Rate Notes due 2014: (P)Ba1. This transaction is a "Collateralized Fund Obligation" that is backed by interests in a diversified pool of hedge funds. The transaction is arranged by Bear, Stearns International Limited and managed by Sciens CFO I Management Ltd. The ratings adress the expected losses posed to the investors by the legal final maturity. According to Moody's, the ratings are primarily based on: -- the diversification of the underlying portfolio of hedge funds (individual and strategy concentrations); -- our estimation of the net asset value volatility for each strategy; -- the transaction's structural and legal protections; and -- the track record of the manager. The Issuer will invest the proceeds of the issuance in shares of Sciens CFO I Feeder Fund Ltd. The investment advisor of the Fund is Sciens CFO I Advisors Ltd. The Fund will invest in a diversified portfolio of hedge funds, each following its own strategy. The transaction's structure includes a frequent mark- to-market process for the collateral pool and a set of "over- collateralization ratios" that constitute sufficient credit enhancement for the transaction. Certain diversification criteria and portfolio limitations must also be maintained. In assessing the risks posed to investors in the rated classes, Moody's also reviewed the structure of the Issuer itself, particularly its liquidity and the liquidation period of the units held by the Issuer in a stressed environment. Moody's ran simulations to calculate the frequency and the severity of each market scenario, including stressed scenarios, for each class of rated debt. Moody's then derived an expected loss and a rating for each tranche. Moody's issues provisional ratings in advance of the final sale of securities, but these ratings only represent Moody's preliminary credit opinions. Upon a conclusive review of the transaction and associated documentation, Moody's will endeavor to assign definitive ratings to the Notes. A definitive rating, if any, may differ from a provisional rating. ============= G E R M A N Y ============= AUTOHAUS FIX: Claims Registration Ends December 5 ------------------------------------------------- Creditors of Autohaus Fix GmbH have until Dec. 5 to register their claims with court-appointed provisional administrator Klaus Wrede. Creditors and other interested parties are encouraged to attend the meeting at 2:00 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 Autohaus Fix GmbH on Oct. 19. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: Autohaus Fix GmbH Uenglinger Road/Gewerbepark 39576 Stendal, Germany Attn: Detlef Fix, Manager Kirchstr. 27 39576 Stendal, Germany The administrator can be contacted at: Klaus Wrede Lennestrasse 10 39112 Magdeburg, Germany Tel: 0391/59733-0 Fax: 0391/5973333 ESTRICH-CONCEPT: Creditors' Meeting Slated for December 7 --------------------------------------------------------- The court-appointed provisional administrator for Estrich- Concept, Beratungs- und Ausfuehrungsgesellschaft mbH, Detlef Ruediger Beckmann, will present his first report on the Company's insolvency proceedings at a creditors' meeting at 10:10 a.m. on Dec. 7. 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 10:00 a.m. on March 15, 2007, at the same venue. The District Court of Charlottenburg opened bankruptcy proceedings against Estrich-Concept, Beratungs- und Ausfuehrungsgesellschaft mbH on Oct. 24. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be reached at: Estrich-Concept, Beratungs- und Mohriner Avenue 123-125 12347 Berlin, Germany The administrator can be reached at: Dr. Detlef Ruediger Beckmann Lietzenburger Road 77 10719 Berlin, Germany HOLGER DETTMANN: Claims Registration Ends December 8 ---------------------------------------------------- Creditors of Holger Dettmann Verwaltungs- GmbH have until Dec. 8 to register their claims with court-appointed provisional administrator Stefan Niederste Frielinghaus. Creditors and other interested parties are encouraged to attend the meeting at 9:00 a.m. on Jan. 15, 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 Schwerin Hall 7 Demmlerplatz 14 Schwerin, 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 Schwerin opened bankruptcy proceedings against Holger Dettmann Verwaltungs- GmbH on Oct. 23. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: Holger Dettmann Verwaltungs- GmbH Perliner Str. 7 19243 Boddin, Germany The administrator can be contacted at: Stefan Niederste Frielinghaus Heinrich-Mann-Road 18 19053 Schwerin, Germany KLEBER FINANZ: Claims Registration Ends December 12 --------------------------------------------------- Creditors of Kleber Finanz Vermittlung GmbH have until Dec. 12 to register their claims with court-appointed provisional administrator Harald Kroth. Creditors and other interested parties are encouraged to attend the meeting at 10:00 a.m. on Jan. 9, 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 Karlsruhe Hall IV 1st Floor Schlossplatz 23 76131 Karlsruhe, 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 Karlsruhe opened bankruptcy proceedings against Kleber Finanz Vermittlung GmbH on Oct. 10. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: Kleber Finanz Vermittlung GmbH Attn: Michael Kleber, Manager Weiherweg 45 68794 Oberhausen-Rheinhausen, Germany The administrator can be contacted at: Harald Kroth Eisenbahnstr. 19-23 77855 Achern, Germany Tel: 07841/7080 KOWATZKI + TORNOW: Claims Registration Ends December 12 ------------------------------------------------------- Creditors of Kowatzki + Tornow KG have until Dec. 12 to register their claims with court-appointed provisional administrator Karina Schwarz. Creditors and other interested parties are encouraged to attend the meeting at 11:20 a.m. on Jan. 9, 2007, at which time the administrator will present her first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Hanover Hall 226 2nd Floor Office Building Hamburg Avenue 26 30161 Hanover, 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 Hanover opened bankruptcy proceedings against Kowatzki + Tornow KG on Oct. 19. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: Kowatzki + Tornow KG Porschestr. 16 30827 Garbsen, Germany Attn: Bruno Kowatzki, Manager Eckernkamp 9 30851 Langenhagen, Germany The administrator can be contacted at: Karina Schwarz Adenauerallee 4 30175 Hanover, Germany Tel: 0511/2353150 Fax: 0511/2353151 MUSIKHAUS NAGEL: Claims Registration Ends December 13 ----------------------------------------------------- Creditors of Musikhaus Nagel GmbH have until Dec. 13 to register their claims with court-appointed provisional administrator Jens Wilhelm. Creditors and other interested parties are encouraged to attend the meeting at 9:15 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 Hanover Hall 226 2nd Floor Office Building Hamburg Avenue 26 30161 Hanover, 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 Hanover opened bankruptcy proceedings against Musikhaus Nagel GmbH on Sept. 29. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: Musikhaus Nagel GmbH Attn: Heidrun Nagel, Manager Leinstr. 23+26 31535 Neustadt, Germany The administrator can be contacted at: Jens Wilhelm Oskar-Winter-Str. 8 30161 Hanover, Germany Tel: 0511/696846-0 Fax: 0511/696846-79 PEGU-BAUTECHNIK: Claims Registration Ends December 7 ---------------------------------------------------- Creditors of PEGU-Bautechnik GmbH have until Dec. 7 to register their claims with court-appointed provisional administrator Carsten Koch. Creditors and other interested parties are encouraged to attend the meeting at 9:35 a.m. on Jan. 18, 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 Fritzlar Area 17 Building A Schladenweg 1 34560 Fritzlar, 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 Fritzlar opened bankruptcy proceedings against PEGU-Bautechnik GmbH on Oct. 23. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: PEGU-Bautechnik GmbH Albert-Schweitzer-Avenue 1 34302 Guxhagen, Germany Attn: Helmut Wiegand, Manager Koppelweg 1 34582 Borken, Germany The administrator can be contacted at: Carsten Koch Wilhelmshoeher Avenue 270 34131 Kassel, Germany Tel: 0561/3166311 Fax: 0561/3166312 ROKA BAU: Claims Registration Ends December 5 --------------------------------------------- Creditors of ROKA Bau GmbH have until Dec. 5 to register their claims with court-appointed provisional administrator Georg Bernsau. Creditors and other interested parties are encouraged to attend the meeting at 9:30 a.m. on Jan. 16, 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 Karlsruhe Hall IV 1st Floor Schlossplatz 23 76131 Karlsruhe, 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 Karlsruhe opened bankruptcy proceedings against ROKA Bau GmbH on Oct. 19. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: ROKA Bau GmbH Attn: Norbert Geyer, Manager Finkenweg 4 76706 Dettenheim, Germany The administrator can be contacted at: Dr. Georg Bernsau Beethovenstr. 5 76133 Karlsruhe, Germany Tel: (0721) 9856750 UNITED AUTO: Moody's Assigns B3 Rating on US$325-Mln Sr. Notes -------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to United Auto Group's proposed US$325-million senior subordinated notes. At the same time, the company's existing 9.625% subordinated notes were upgraded to B2 from B3, with all other ratings affirmed. The rating outlook is stable. The net proceeds from the subordinated notes will be used to repay around US$50 million outstanding under the US$600-illion revolving credit facility (which may be reborrowed and utilized for general corporate purposes, including acquisitions) with the remainder used to repay floorplan financing and transaction costs. In March 2007, the company intends to re-borrow under its floorplan and U.S. credit agreements and use the proceeds to redeem its existing US$300-million 9.625% senior subordinated notes. The ratings for the senior subordinated facilities reflect both the overall probability of default of the company, to which Moody's assigns a PDR of B1, and a loss given default of LGD5 for the new subordinated notes and convertible senior subordinated notes and an LGD4 for the 9.625% non-convertible senior subordinated notes. The ratings of all three facilities reflect the significant amount of secured debt (floorplan obligations and the secured revolver) ahead of the subordinated notes in the capital structure. The new subordinated notes and convertible notes benefit from the full guarantees of substantially all of the existing and future wholly-owned U.S. subsidiaries, while the existing 9.625% subordinated notes benefit from the full guarantees of substantially all of the existing and future wholly-owned U.S. subsidiaries and partially-owned U.S. subsidiaries. The upgrade in the 9.625% subordinated notes to B2 from B3 reflects a lower expected loss driven largely by a lower LGD point estimate (decrease to 69% from 81%) due to the additional debt cushion (support) provided by the new subordinated notes. The affirmation of United Auto's ratings reflects the company's stable credit profile based on the criteria outlined in Moody's U.S. Auto Retailers Rating Methodology. United maps to a strong single B rating on the majority of the factors described in the methodology despite its modest exposure to the domestic car manufacturers, which continue to experience operating challenges, based on its slightly negative financial metrics and modestly aggressive financial policies (one time debt financed share repurchase earlier in 2006 and ongoing quarterly dividends). Moody's believes that the company's diverse business model and strong cash flow generating abilities help offset these uncertainties and the relatively high adjusted leverage of just over 5x (adjusted debt/EBITDA). Ratings affected: Rating/assessments assigned: -- US$325-Mln Senior subordinated guaranteed notes at B3 (LGD5, 88%) Ratings/assessments revised: -- US$300-Mln senior subordinated guaranteed notes to B2 (LGD4, 69%) from B3 (LGD5, 81%) Ratings affirmed/assessments revised: -- US$375-Mln convertible senior subordinated notes at B3 (LGD 5, 88% from LGD6, 92%); and -- Corporate family rating at B1. United Auto Group, headquartered in Detroit, Michigan, is one of the largest automotive retailers in the U.S. and operates about 320 franchises. Revenues approximated US$11.10.8 billion for the LTM September 2006. VISTEON CORP: Fitch Rates Amended Senior Bank Debt at B/RR1 ----------------------------------------------------------- Fitch Ratings rates the amended senior secured bank debt announced by Visteon Corp. B/RR1. The Issuer Default Rating remains at CCC, and the senior unsecured rating remains at CCC-/RR5. The Rating Outlook is Negative. The amended secured bank debt provides an additional US$200 million in secured term loans, expanding to US$1 billion the seven-year secured term loan that expires in June 2013. The additional funding provides incremental liquidity as Visteon proceeds on its three-year restructuring program. With Ford's recent announcements regarding fourth quarter production cuts, Visteon acknowledged that it would be cash flow negative for the full year 2006. Fitch expects that Visteon will be challenged to produce positive free cash flow through 2008, potentially leading to further balance sheet deterioration. Further access to external capital is likely to be limited, although continued access to restructuring funds contributed by Ford will continue to help finance restructuring costs. Issues affecting cash flow include declining Ford market share and production, declining content per vehicle on Ford products, relatively weak market positions in non-core product lines, high commodity costs and the extent and timeframe of its restructuring program. Even though Visteon has shown flexibility by reducing salaried headcount by an additional 900, given the state of the automotive industry, it is Fitch's view that incremental restructuring may be required and as such, Visteon's cost structure may need substantial improvement. As a result, there remains a significant element of uncertainty regarding future profitability. ============= I R E L A N D ============= RIVERDEEP HOLDINGS: Inks Acquisition Deal with HM RiverGroup ------------------------------------------------------------ HM Rivergroup PLC has signed a definitive agreement to acquire Houghton Mifflin Holding Company, Inc. The purchase price of around US$3.4 billion consists of around US$1.75 billion in cash plus the assumption of around US$1.61 billion in net debt. In addition, as part of the transaction, certain Houghton Mifflin management and employees will roll over US$40 million of their equity into equity of HM Rivergroup. Concurrent with the acquisition of Houghton Mifflin, HM Rivergroup will acquire Riverdeep Holdings Ltd. in a share- for-share exchange valuing Riverdeep at around US$1.2 billion, including the assumption of net debt. The combination of Houghton Mifflin and Riverdeep will bring together one of the most established and successful educational book publishers in the United States with the premier publisher of electronic courseware for the K-12 market in the United States. Houghton Mifflin and Riverdeep have combined revenues and Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) of around US$1.425 billion and US$392 million, respectively, for the 12 months ended Sept. 30, 2006. "We are excited about the future of HM Rivergroup and the ability to capitalize on the convergence of print and digital education platforms," said O'Callaghan. "The combined business will leverage Houghton Mifflin's brand names, established relationships and large sales force to provide customers with an unrivaled product offering. On a personal level, I feel very fortunate to establish a partnership with my long-time friend, Tony Lucki, who is one of the most respected figures in the educational publishing business." "Riverdeep represents an excellent strategic fit with Houghton Mifflin, bringing its high quality electronic courseware offerings to our core basal textbook and supplemental products business. This combination will differentiate us from our competitors and will enable us to participate as one of the leading players in the fastest growing segment of the U.S. school education market," said Tony Lucki, chairman, president and CEO of Houghton Mifflin. "I am pleased to be joining forces with Barry, whose passion and vision for this new enterprise are inspiring." Mr. Lucki will become vice chairman of HM Rivergroup while continuing as chairman, president and CEO of Houghton Mifflin Company, the publishing business of HM Rivergroup. HM Rivergroup will finance the acquisition of Houghton Mifflin and the required refinancing of Houghton Mifflin's and Riverdeep's debt with financing committed by Credit Suisse and Citigroup Global Markets Ltd., as well as with the cash proceeds of common equity subscribed for by certain institutions and individuals, including Mr. O'Callaghan. After completion of the transaction, Mr. O'Callaghan and the management group will own around 50% of HM Rivergroup, former shareholders of Riverdeep (other than Mr. O'Callaghan) will own around 15%, and new investors will own the remaining 35%. In connection with the transactions, Riverdeep Group Ltd., an affiliate of HM Rivergroup, intends to commence a cash tender offer to purchase any and all of its outstanding 9.25% senior notes due 2011. Also in connection with the transactions, Riverdeep Interactive Learning USA, Inc., an affiliate of HM Rivergroup, intends to commence a cash tender offer to purchase any and all of the outstanding 8.25% senior notes due 2011 and 9.875% senior subordinated notes due 2013 of Houghton Mifflin Company and any and all of the outstanding 11.5% senior discount notes due 2013 of HM Publishing Corp. In each case, any such offers shall be made on the terms and subject to the conditions set forth in the applicable Offer to Purchase and Consent Solicitation Statement and related Consent and Letter of Transmittal when they become available. The Houghton Mifflin Company 7.2% senior notes due 2011 will remain outstanding following the transactions. All other Riverdeep and Houghton Mifflin indebtedness will be refinanced in conjunction with the transactions. HM Rivergroup expects to complete the acquisitions of Houghton Mifflin and Riverdeep Holdings before the end of 2006, subject to limited conditions, including the receipt of customary regulatory approvals. Following closing of the transactions, HM Rivergroup will change its name to Houghton Mifflin Riverdeep Group PLC. Credit Suisse is acting as lead financial advisor and Citigroup is also a financial advisor to HM Rivergroup. Weil, Gotshal & Manges LLP and Matheson Ormsby Prentice are acting as legal advisors to HM Rivergroup. Goldman, Sachs & Co. is acting as financial advisor to Houghton Mifflin. Ropes & Gray LLP and Mason Hayes + Curran are acting as legal advisors to Houghton Mifflin. J & E Davy of Dublin, Ireland is serving as placement agent for a portion of HM Rivergroup's common equity financing. About Houghton Mifflin Company Headquartered in Boston, Massachussets, Houghton Mifflin Company -- http://www.hmco.com/-- publishes textbooks, instructional technology, assessments and other educational materials for elementary and secondary schools and colleges. The Company also publishes an extensive line of reference works and award-winning fiction and nonfiction for adults and young readers. About Riverdeep Holdings Limited Riverdeep Holdings Limited -- http://www.riverdeep.net/-- with offices in San Francisco, California; Cedar Rapids, Iowa; Dublin, Ireland; and Manchester, United Kingdom, publishes interactive products focusing on education and personal productivity for the consumer and school markets. Riverdeep's portfolio of interactive products feature such well-known brands as the Destination Success(R) solution, which includes Destination Math(R) and Destination Reading(R); The Print Shop(R); Reader Rabbit(R) and Kid Pix(R). * * * On Nov. 29, Moody's Investors Service placed the B2 Corporate Family Rating of Riverdeep Holdings Plc and the ratings of its rated subsidiaries under review for possible downgrade. Ratings placed under review include: -- Riverdeep Holdings Plc: CFR at B2; -- Riverdeep Group Ltd.: EUR300-million senior note due 2011 at B3; and -- Riverdeep Interactive Learning Ltd.: Sr. Secured Bank Facilities at B1. RIVERDEEP HOLDINGS: Moody's Reviews Rating on Acquisition Deal -------------------------------------------------------------- Moody's Investors Service placed the B2 Corporate Family Rating of Riverdeep Holdings Plc and the ratings of its rated subsidiaries under review for possible downgrade. The ratings review follows the announcement that Riverdeep Holdings Ltd., Riverdeep's ultimate holding company, is being acquired in a share for share transaction by HM Rivergroup PLC, a newly-formed Irish public limited company, in which Barry O'Callahan, Riverdeep Holding's CEO and controlling shareholder has a significant interest. The transaction values the Riverdeep group at around US$1.2 billion. Concurrently HM Rivergroup has signed a definitive agreement to acquire Houghton Mifflin Co., the U.S. educational publisher for around US$3.4 billion. The proposed transactions, which remain subject to final regulatory approvals, are expected to close by the end of the year. The transactions will substantially increase the new HM Rivergroup/Riverdeep group's indebtedness in absolute terms and its debt protection measurements will be weaker than Riverdeep's. HM Rivergroup has indicated that it intends to tender for or refinance Riverdeep's existing debt at closing. Ratings for debt completely repaid at closing will be withdrawn, Moody's said. The agency expects that the CFR of the new Riverdeep group will migrate to a holdco higher up in the holding structure. Moody's review will in particular focus on assessing: (1) the details of the new Riverdeep group's capital structure and leverage; (ii) the outlook for the new group's operating performance, including the potential for synergies from the combined operations; and (iii) details of the group's medium term operational and financial strategy. Ratings placed under review include: -- Riverdeep Holdings Plc: CFR at B2; -- Riverdeep Group Ltd.: EUR300-million senior note due 2011 at B3; and -- Riverdeep Interactive Learning Ltd.: Sr. Secured Bank Facilities at B1. Headquartered in Dublin, Ireland, Riverdeep provides educational and personal publishing/productivity software principally in the U.S. market. Riverdeep reported net sales of USD141 million for the year ended Dec. 31, 2005. RIVERDEEP HOLDINGS: Begins Tender Offer for 9.25% Senior Notes -------------------------------------------------------------- Riverdeep Holdings Ltd. commenced a tender offer to purchase for cash any and all of its outstanding EUR300-million principal 9.25% Senior Notes due 2011 and consent solicitations for certain proposed amendments to the indenture pursuant to which the Notes were issued. Holders of Notes must tender their Notes and deliver their consents at or prior to 5:00 p.m., Central European Time, on Dec. 12, 2006, unless such date is extended or earlier terminated, to be eligible to receive the Total Consideration. Holders of Notes who tender their Notes after 5:00 p.m., Central European Time, on Dec. 12, 2006 but at or prior to 5:00 p.m., Central European Time, on Dec. 28, unless such date is extended or earlier terminated, will be eligible to receive the Tender Offer Consideration. Holders who tender Notes must also deliver consents to the proposed amendments to which, among other things, eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture governing the Notes. Holders may not deliver consents without also tendering their Notes and holders who have validly tendered their Notes will be deemed by such tender to have delivered their consents. Offer Timeline Event Calendar Date ----- ------------- Launch Date Nov. 29, 2006 Consent Date Dec. 12, 2006, 5:00 p.m., Central European Time Price Determination Date Dec. 13, 2006 Early Acceptance Time Expected to be Dec. 13, 2006 Early Payment Date Expected to be Dec. 14, 2006 Expiration Date Dec. 28, 2006, at 5:00 p.m., Central European Time Final Acceptance Time Promptly following the Expiration Date, and is expected to be Dec. 29, 2006 Final Payment Date December 29, 2006 The Tender Offer Consideration for each EUR1,000 principal amount of Notes tendered and accepted for purchase pursuant to the Offer, will be determined as specified in the Offer to Purchase and Consent Solicitation Statement of the Company, dated Nov. 29, on the basis of a yield to the applicable first redemption date equal to the sum of (a) the present value on the Early Payment Date or the Final Payment Date (minus accrued interest), as the case may be, of (A) the applicable first redemption price and (B) the remaining scheduled interest payments on the Notes to and including the applicable first redemption date, in each case determined in accordance with standard market practice on the basis of a yield to the applicable first redemption date equal to the sum of (x) the yield to maturity of the BKO (Bundesschatzanweisungen) 2.5% 23-March-07, as calculated by Credit Suisse Securities (Europe) Ltd., in accordance with standard market practice, based on the bid side price for the applicable Reference Security as of 10:00 a.m., Central European time, on the Price Determination Date, as displayed on the Bloomberg Government Pricing Monitor on the Bloomberg Reference Page, plus (y) the fixed spread specified for the Notes, minus (b) EUR30 per EUR1,000 principal amount of the Notes, which is equal to the Consent Payment. In addition, Holders who validly tender and do not validly withdraw their Notes, and validly deliver and do not validly revoke their Consents, will also be paid accrued and unpaid interest up to, but not including the early payment date or the final payment date, as the case may be. The Total Consideration is equal to the Tender Offer Consideration plus the consent payment equal to EUR30 for each EUR1,000 principal amount of Notes for which consents have been validly delivered and not validly revoked prior to the consent date. The consummation of the Offer is conditioned upon, among other things, completion of the HM Rivergroup PLC's acquisition of Houghton Holdings, Inc., including the related financing transactions to be entered into in connection therewith. If any of the conditions are not satisfied, the Company is not obligated to accept for payment, purchase or pay for, or may delay the acceptance for payment of, any tendered notes, and may terminate the Offer. Subject to applicable law, the Company may waive any condition applicable to the Offer and extend or otherwise amend the Offer. Credit Suisse Securities (Europe) Ltd. is dealer manager for the Offer and solicitation agent for the Solicitations. Questions about the Offer should be directed to Credit Suisse Securities (Europe) Ltd., at +4420 7883 6748. The tender agent for the offer is Deutsche Bank AG, London Branch. Requests for the Statement may be directed to Deutsche Bank AG, London Branch at +4420 7547 5000. About Riverdeep Holdings Limited Riverdeep Holdings Limited -- http://www.riverdeep.net/-- with offices in San Francisco, California; Cedar Rapids, Iowa; Dublin, Ireland; and Manchester, United Kingdom, publishes interactive products focusing on education and personal productivity for the consumer and school markets. Riverdeep's portfolio of interactive products feature such well-known brands as the Destination Success(R) solution, which includes Destination Math(R) and Destination Reading(R); The Print Shop(R); Reader Rabbit(R) and Kid Pix(R). * * * On Nov. 29, Moody's Investors Service placed the B2 Corporate Family Rating of Riverdeep Holdings Plc and the ratings of its rated subsidiaries under review for possible downgrade. Ratings placed under review include: -- Riverdeep Holdings Plc: CFR at B2; -- Riverdeep Group Ltd.: EUR300-million senior note due 2011 at B3; and -- Riverdeep Interactive Learning Ltd.: Sr. Secured Bank Facilities at B1. ========= I T A L Y ========= ALITALIA SPA: Italian Government Pursuing Three Rescue Plans ------------------------------------------------------------ The Italian government is making a three-prong approach to bail out national carrier Alitalia S.p.A., Tony Barber writes for the Financial Times. According to the report, Italy, which owns 49.9% of Alitalia, is eyeing: -- a partnership with Air France-KLM; -- an alliance with an Asian carrier; or -- a consolidation of the domestic airline sector. Air France As reported in the TCR-Europe on Nov. 28, Alitalia confirmed that it is holding talks with Air France over a possible alliance. Alitalia, however, said that the talks are "still at an early stage and not exclusive." Alitalia noted that it has been cooperating with Air France under an extensive bilateral cooperation within SkyTeam, of which both airlines are members, and has implemented since 2002 a cross-shareholding setup. Airline industry experts, however, expressed doubts that an Air France takeover would occur given Alitalia's history of unprofitability, poor management, labor unrest and political interference, FT relates. People privy with the government added that the Air France option would wilt if the Franco-Dutch carrier has plans to turn Alitalia into a European regional feeder for its own operations. "This great company must not be treated like a person who is put in the servant's room, while others give the commands and decide the routes, hubs and investments," said Guglielmo Epifani, leader of the CGIL union, which represents a number of Alitalia employees. Asian Partner Several administration ministers, however, prefer an Asian partner for Alitalia rather than Air France, FT reports. Foreign Minister Massimo D'Alema recently discussed with China on a reciprocal deal that would let Chinese carrier use Italy as a base for southern European and African markets. Airline Sector Consolidation Italy, FT reports, is also eyeing alliances or mergers for Alitalia and smaller local airlines like Eurofly, Meridiana, Air One and Volare, with the aim of forming a national carrier that commands a large domestic market share and more profitable routes, thus more attractive to a foreign partner. FT says the government, however, might find it hard to consolidate the local airline sector due to these reasons: -- Eurofly's biggest shareholder is currently in informal talks with an unknown party for an industrial tie-up; -- Air One is currently allied with Deutsche Lufthansa; and -- the Lazio Regional Tribunal declared Alitalia's takeover of low-cost carrier Volare Group invalid and validated an order by the State Council restart the auction process for the low-cost carrier within 60 days. As reported in the TCR-Europe on Oct. 13, Italian Prime Minister Romano Prodi said he foresees a bankrupt national carrier in January 2007 unless involved parties come up with an "agreed solution." "Alitalia is going through the worst moment in its history," Mr. Prodi told attendees of the Alitalia Summit. "The situation is totally out of control and I do not see any parachutes." "We have until January to hammer out a solution which can avoid bankruptcy," Mr. Prodi said, sharing the same observation posed by Alitalia CEO Giancarlo Cimoli. In a TCR-Europe report on Oct. 11, Mr. Cimoli revealed that Alitalia is poised for collapse given its current cost structure and market conditions. "At present, the national carrier is unable to generate profit, even for previously invested capital," Mr. Cimoli said. Mr. Cimoli particularly blamed: -- excessive market regulations; -- high labor costs; -- recurrent labor strikes; -- rising oil prices; -- airport and regulatory inefficiencies; and -- unfair competitive advantages' enjoyed by low-cost airlines. Mr. Cimoli also chided Italy's civil aviation and antitrust authorities for their failure to secure Alitalia from "unfair" competition. Mr. Cimoli said these conditions have made it unviable for Alitalia to compete with low-cost and foreign rivals. Mr. Cimoli had vowed to have Alitalia make a profit by year-end, but reaching the goal seems unlikely after the carrier posted EUR221 million in first-half net losses. Mr. Cimoli said the carrier is headed for a EUR300-million loss this year. For the first nine months of 2006, Alitalia posted EUR275.4 million in pre-tax losses, up from up from EUR107.5 million for the same period in 2005. About Alitalia Headquartered in Rome, Italy, Alitalia S.p.A. -- http://www.alitalia.it/-- generates around EUR4.8 billion in annual revenue and employs more than 11,000 people. Alitalia flies to about 80 destinations in more than 60 countries from hubs in Rome and Milan and operates a fleet of about 185 aircraft. The Italian government owns 49.9% of Alitalia. Despite a EUR1.4 billion state-backed restructuring in 1997, Alitalia posted net losses of EUR256 million and EUR907 million in 2000 and 2001 respectively. Alitalia registered EUR93 million in net profits in 2002 after a EUR1.4 billion capital injection. The carrier booked consecutive annual net losses of EUR520 million in 2003, EUR813 million in 2004, and EUR168 million in 2005. INTERNATIONAL PAPER: Selling 13 Sawmills for US$325 Million Cash ---------------------------------------------------------------- International Paper Company will sell 13 of its sawmills to West Fraser Timber Co. for US$325 million in cash, Christopher Donville writes for Bloomberg News. The sale is part of International Paper's ongoing plan to focus on its industrial packaging and office paper operations. Mr. Donville reports that the deal, which would increase West Fraser's lumber production capacity by 40%, is expected to close in the first quarter of 2007. International Paper spokeswoman Amy Sawyer told Bloomberg that the 13 sawmills represent about half of the Company's U.S. timber products industry. The Company continues to seek buyers for its remaining wood products business, its Arizona Chemicals unit and its beverage packaging business, Ms. Sawyer adds. Asset Sales On Oct. 30, the Company completed the previously announced sale of around 900,000 acres of its forestlands in Louisiana, Texas and Arkansas to an investor group led by TimberStar, a subsidiary of iStar Financial Inc. The purchase price for this transaction was around US$1.13 billion. Around US$330 million was paid in cash and US$800 million in promissory notes. In addition, the Company, on Nov. 3, completed the sale of around 4.2 million acres of forestlands located across the southern U.S. and Michigan to an investor group led by Resource Management Service, LLC. The purchase price was around US$4.96 billion. Around US$1.04 billion was paid in cash and US$3.92 billion in promissory notes, the Troubled Company Report reports on Nov. 24. About West Fraser Headquartered in Vancouver, Canada, West Fraser Timber Co Ltd. - - http://www.westfraser.com/-- is an integrated forest products company producing lumber, wood chips, fibreboard, plywood, pulp, linerboard, kraft paper, and newsprint. The company carries on its operations through subsidiary companies and joint ventures owned directly or indirectly by the company's principal operating subsidiary West Fraser Mills. About International Paper Based in Stamford, Connecticut, International Paper Company (NYSE:IP) -- http://www.internationalpaper.com/-- is in the forest products industry for more than 100 years. The company is currently transforming its operations to focus on its global uncoated papers and packaging businesses, which operate and serve customers in the U.S., Europe, South America and Asia. These businesses are complemented by an extensive North American merchant distribution system. International Paper is committed to environmental, economic and social sustainability, and has a long-standing policy of using no wood from endangered forests. * * * Moody's Investors Service assigned a Ba1 senior subordinate rating and Ba2 Preferred Stock rating on International Paper Company on Dec. 5, 2005. SBARRO INC: Unveils Terms of MidOcean Merger Agreement ------------------------------------------------------ In a regulatory filing with the U.S. Securities and Exchange Commission, Sbarro Inc., disclosed of the terms of it merger agreement with MidOcean SBR Holdings, LLC, and MidOcean SBR Acquisition Corp. As reported in the Troubled Company Reporter on Nov. 28, the Company signed a definitive agreement with MidOcean Partners. Northpoint Advisors served as advisors to MidOcean while Kirkland & Ellis LLP provided legal counsel to MidOcean. Credit Suisse and Bank of America will provide financing for the transaction. Willkie Farr & Gallagher LLP provided legal counsel to Sbarro. The Merger Agreement contemplates a merger whereby MidOCean Acquisition will be merged with and into Sbarro, with Sbarro continuing as the surviving corporation. Under the Merger Agreement, the stockholders of Sbarro will receive, in the aggregate: (i) cash consideration of US$417 million less adjusted debt; (ii) a distribution of certain cash of Sbarro in consideration for the delivery to Sbarro of certain shares of common stock of Sbarro; and (iii) a preferred interest in Holdings comprised of 33,000 Class A Units, each with an initial stated value of US$1,000. The purchase price is subject to adjustment in accordance with the terms of the Merger Agreement. Prior to consummation of the transaction, Sbarro is required to transfer or assign the Withdrawn Assets, as defined in the Merger Agreement, to entities designated by the Stockholders in exchange for certain shares of common stock of Sbarro. The Company says that the Merger Agreement has been adopted and approved by the Board of Directors of Sbarro, MidOCean Holdings and MidOcean Acquisition and the stockholders of Sbarro and MidOcean Acquisition. The Merger is subject to the condition that any applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and any applicable foreign competition filings shall have expired or been terminated, the condition that Holdings shall have obtained debt financing in the amounts described in, and on the terms and conditions set forth in, the Debt Commitment Letter, as defined in the Merger Agreement, or shall have obtained other debt financing on terms reasonably satisfactory to Holdings in accordance with the terms of the Merger Agreement, and other customary closing conditions. Sbarro made certain representations and warranties to Holdings and MergerSub in the Merger Agreement. In addition, Sbarro agreed to certain covenants, including, among others, subject to certain exceptions, obligations not to take certain actions with respect to the operation of Sbarro's business without the prior consent of MidOCean Holdings, and not to solicit, negotiate, consider or accept any proposal or offer from any person or entity, other than MidOCean Holdings and its affiliates, relating to the acquisition of any shares of the common stock of Sbarro or the acquisition of any material assets of Sbarro and its subsidiaries on a consolidated basis. In addition, Sbarro agreed, contemporaneously with and subject to the closing of the Merger, to irrevocably instruct the trustee under Sbarro's indenture, dated as of Sept. 28, 1999, to give a notice of redemption to the holders of all the 11% senior notes due 2009 issued and outstanding under the Indenture, which notice would provide that these notes will be redeemed 30 days after the notice of redemption has been mailed. However, the parties also agreed to discuss and consider in good faith alternatives to a post-closing redemption of the 11% senior notes due 2009. A full-text copy of the Agreement and Plan of Merger is available for free at http://ResearchArchives.com/t/s?160b About MidOcean Partners Based in New York and London, MidOcean Partners LLC -- http://www.midoceanpartners.com/-- is a private equity firm focused on the middle market. MidOcean is committed to investing in high quality companies with stable market positions and multiple opportunities for growth in the United States and Europe. Targeted sectors include consumer and leisure, media and communications, business and financial services, and industrials. MidOcean utilizes a broad foundation of expertise in its focus industries and its transatlantic platform to create value for its investors and partners. About Sbarro Inc. Melville, New York-based Sbarro Inc. -- http://www.sbarro.com/ -- is a quick service restaurant chain that serves Italian specialty foods. The Company has around 1,000 locations across 34 countries and 11,000 employees under brand names such as "Sbarro," "Umberto's," and "Carmela's Pizzeria." In Europe, the company has locations in the United Kingdom, Belgium, Cyprus, Greece, Italy, The Netherlands, Poland, and Russia. SBARRO INC: Moody's Affirms Junk Corporate & Unsecured Ratings -------------------------------------------------------------- Moody's Investors Service affirmed Sbarro Inc.'s Caa1 corporate family and senior unsecured ratings and changed the outlook to developing from positive following the company's announcement that it had entered into an agreement to be acquired by private equity firm, MidOcean Partners, LLC for cash consideration of US$417 million less adjusted debt. The developing outlook incorporates uncertainty as to the timing, nature and potential impact on creditors resulting from any actions taken by the company. Moody's added that the revised outlook anticipates a near-to-intermediate term resolution. The rating agency will continue to monitor developments and take further rating action once financing details of the transaction are announced. Headquartered in Melville, New York, Sbarro, Inc. is a quick service restaurant chain that serves Italian specialty foods. As of Oct. 8, 2006, the company owned and operated 479 and franchised 476 restaurants worldwide under brand names such as "Sbarro," "Umberto's," and "Carmela's Pizzeria." In Europe, the company has locations in the United Kingdom, Belgium, Cyprus, Greece, Italy, The Netherlands, Poland, and Russia. Total revenues for fiscal 2005 were around US$348 million. TISCALI SPA: Fitch Places CCC Default Rating on Watch Positive -------------------------------------------------------------- Fitch Ratings placed Italy-based Tiscali S.p.A.'s Issuer Default rating of CCC on Rating Watch Positive. Upon receipt of EUR255 million in proceeds from the sale of its Tiscali Netherlands subsidiary, expected to occur on first quarter 2007, the agency anticipates that the Rating watch will be resolved and the IDR will be upgraded to B- from CCC. At the same time, the agency has affirmed the Short-term rating at C and simultaneously withdrawn it. Since September, Tiscali has repaid its EUR209.5 million convertible notes by drawing down on the loan facility provided by Silver Point Capital and by issuing new equity. It has also announced the sale of Tiscali Netherlands to KPN n.v. for EUR255 million, has presented its 2006-2010 business plan and has announced a new EUR280 million facility from Banca Intesa to replace the Silver Point Capital facilities. The new facilities provided by Banca Intesa, together with the proceeds of the sale of Tiscali Netherlands, will enable Tiscali to carry out its plan to invest heavily in infrastructure in its core markets of the U.K. and Italy and to offer new products and services. "Although Fitch remains skeptical over the long-term sustainability of the standalone Internet service-provider business model in the current competitive broadband markets, Tiscali's new financing, combined with the EUR255 million from the sale of Tiscali Netherlands, should provide sufficient flexibility to sustain the business through the medium term," says David Shnaps, Analyst in Fitch's TMT team. "The addition of new products following the acquisition of Video Networks will complement existing services but is unlikely, in Fitch's view, to be a significant driver of the business," Mr. Shnaps added. Fitch's skepticism over the standalone Internet service-provider business model stems from competitors' strong product offerings, superior financial resources, and their willingness to forego incremental earnings in the immediate future, particularly in the U.K. The agency views that standalone ISPs such as Tiscali may find it hard to generate sufficient positive cash flows after investment to pay down debt if these competitive pressures intensify further. Nonetheless, even under a more conservative forecast scenario, Tiscali's disposal proceeds and new Banca Intesa funding should sustain the business in the short to medium term. Furthermore, despite Fitch's views on the standalone ISP business model, the agency supports the company's strategy for maintaining and building on its current broadband base, currently comprising 400,000 LLU and 1.3 million wholesale subscribers. Ultimately, Tiscali's subscribers are expected to remain a valuable and attractive asset to other telecoms providers and this should provide more than sufficient debt coverage for lenders. Tiscali reported revenue from the U.K. and Italy of EUR625 million in the LTM to third quarter 2006. This was a 20% increase in the nine months since financial year 2005, while LTM EBITDA from the U.K. and Italy rose to EUR118 million from EUR95 million at financial year 2005. Despite this increase, Tiscali had negative free cash flow of EUR111 million in the months to third quarter 2006. This is due to interest expenses of EUR21 million and high group capital expenditure cost of EUR125 million, a significant portion of which relates to "broadband service activation costs. Tiscali had 1.7 million broadband subscribers as of September 2006. After executing significant disposals over the past three years, Tiscali has refocused its operations on two core markets, the U.K. and Italy, compared to 15 countries previously. WIND ACQUISITION: Fitch Puts EUR950-Mln Notes on Watch Positive --------------------------------------------------------------- Fitch Ratings placed Wind Acquisition Finance S.A.'s B+/RR4- rated EUR950 million and US$650 million senior notes on Rating Watch Positive. This follows the announcement by Wind Telecomunicazioni S.p.A. of its intention to prepay a further EUR462 million of its senior secured debt by year end 2006. Fitch anticipates an upgrade of the senior notes to BB/RR2 upon confirmation that the EUR462-million senior debt has been permanently prepaid. Wind's B+ Issuer Default rating is affirmed with a Positive Outlook. The Short-term rating is affirmed at B. At the same time, Fitch has affirmed Wind's first priority senior secured facilities and Wind Finance SL S.A.'s EUR700 million second lien notes at BB/RR2. "The RWP on the senior notes reflects significantly improved recovery prospects for this instrument in a distress scenario," Michelle De Angelis, Director in Fitch's Leveraged Finance team in London disclosed. "Simply put, the prepayment of EUR462 million of senior debt means that there is expected to be EUR462 million in additional value available to noteholders in a distress scenario, which equates to around 30% of the outstanding amount of the notes," Mr. De Angelis added. Fitch views that in a distressed scenario all parties involved will attempt to preserve the going concern value of Wind and avoid a liquidation of the company's assets where possible. The agency therefore applies a going concern approach to measure the distressed enterprise value of Wind. In Fitch's view Winds distressed EV, after allowing for 10% administrative claims, would be around EUR7.5 billion. This valuation assumes a post-restructuring EBITDA level of EUR1.3 billion and a 6.4x EV multiple. The resulting value is applied to the three classes of debt issued by Wind using a strict waterfall of payments as indicated in Fitch's criteria for Recovery ratings. This would result in recoveries of around 83% for the senior notes following the anticipated prepayment, equivalent to a RR2 rating. Adjusting for the prepayment, Wind's gross senior leverage will reduce to 3.5x from 3.8x at Q306 and gross cash-pay leverage will reduce to 4.5x from 4.8x while net cash-pay leverage will remain at 4.3x. The prepayment is also expected to postpone the date of the first scheduled senior debt amortization to December 2009, which provides the company with significant flexibility in the short term. =================== K A Z A K H S T A N =================== ALMATY CONSTRUCTION: Creditors' Claims Due Dec. 29 -------------------------------------------------- LLP Almaty Construction Company Ltd. has declared insolvency. Creditors have until Dec. 29 to submit written proofs of claim to: LLP Almaty Construction Company Ltd. Polejaev Str. 92a Almaty, Kazakhstan The juridical address is: Kunaev Str. 21 Almaty, Kazakhstan BUILD-SERVICE LLP: Creditors Must File Claims by Dec. 27 -------------------------------------------------------- The Specialized Inter-Regional Economic Court of Almaty declared LLP Build-Service (RNN 600400093077) insolvent on Oct. 3. Subsequently, bankruptcy proceedings were introduced at the company. Creditors have until Dec. 27 to submit written proofs of claim to: LLP Build-Service Post Office Box 1 JSC Kazpochta Post Office 57 050057 Almaty, Kazakhstan Tel: 8 (3272) 37-03-31 INTERTRANSSERVICE-M LLP: Claims Registration Ends Dec. 29 --------------------------------------------------------- LLP Intertransservice-M has declared insolvency. Creditors have until Dec. 29 to submit written proofs of claim to: LLP Intertransservice-M Mametova Str. 131 Karaganda Karaganda Region Kazakhstan NEFTEBAZA OJSC: Claims Filing Period Ends Dec. 27 ------------------------------------------------- The Specialized Inter-Regional Economic Court of Aktube Region OJSC Martukskaya Petroleum Storage Depot Neftebaza insolvent on Oct. 3. Subsequently, bankruptcy proceedings were introduced at the company. Creditors have until Dec. 27 to submit written proofs of claim to: OJSC Martukskaya Petroleum Storage Depot Neftebaza Lineinaya Street Martuk Aktube Region Kazakhstan Tel: 8 (31331) 2-14-94 PHOENIX LLP: Karaganda Court Opens Bankruptcy Proceedings --------------------------------------------------------- The Specialized Inter-Regional Economic Court of Karaganda Region commenced bankruptcy proceedings against LLP Phoenix (RNN 301200022392). LLP Phoenix is located at: Respublika Ave. 20-8 Temirtau Karaganda Region Kazakhstan SPETS KOMPLEKT: Proof of Claim Deadline Slated for Dec. 29 ---------------------------------------------------------- LLP Spets Komplekt Postavka has declared insolvency. Creditors have until Dec. 29 to submit written proofs of claim to: LLP Spets Komplekt Postavka Mametova Str. 131 Karaganda Karaganda Region Kazakhstan SYSTEM-2 LLP: Karaganda Court Starts Bankruptcy Procedure --------------------------------------------------------- The Specialized Inter-Regional Economic Court of Karaganda Region commenced bankruptcy proceedings against LLP System-2 (RNN 301200215829). LLP System-2 is located at: Metallurgov Ave. 25 Temirtau Karaganda Region Kazakhstan TELETRADE & K: Claims Registration Ends Dec. 27 ----------------------------------------------- The Specialized Inter-Regional Economic Court of Almaty declared LLP Teletrade & K insolvent on Oct. 2. Creditors have until Dec. 27 to submit written proofs of claim to: LLP Teletrade & K Tulebaev Str. 32-61 Almaty, Kazakhstan Tel/Fax: 8 (3272) 71-42-59 TITAN-AKTOBE LLP: Aktube Court Begins Bankruptcy Proceedings ------------------------------------------------------------ The Specialized Inter-Regional Economic Court of Aktube Region commenced bankruptcy proceedings against LLP Titan-Aktobe on Oct. 20. =================== K Y R G Y Z S T A N =================== TRIP LINE: Creditors' Claims Due Jan. 12, 2007 ---------------------------------------------- LLC Trip Line Ltd. Co. has declared insolvency. Creditors have until Jan. 12, 2007, to submit written proofs of claim to: LLC Trip Line Ltd. Co. Djantoshev Str. 18a Bishkek, Kyrgyzstan =================== L U X E M B O U R G =================== SLAVINVEST FINANCE: Fitch Assigns B- Rating on Upcoming Eurobond ---------------------------------------------------------------- Fitch Ratings assigned Slavinvest Finance SA's upcoming issue of limited recourse loan participation notes an expected Long-term B- rating and an expected Recovery Rating of RR4. The notes are to be used for the sole purpose of financing a loan to Slavinvestbank LLC, which is rated Issuer Default B-, Short-term B, Individual D/E, Support 5 and National Long-term BB+. The bank's Issuer Default, Support and National Long-term ratings are on Rating Watch Positive. The final rating on the bond is contingent upon receipt of final documentation conforming materially to information already received. Slavinvest Finance SA is a Luxembourg-domiciled special purpose vehicle and will only pay noteholders principal and interest received from SIB. The SPV will charge certain of its rights and interests under the loan agreement to Deutsche Corporate Trustee Company Ltd. for the benefit of noteholders under a trust deed. The claims under the loan agreement will rank at least equally with the claims of other senior unsecured creditors of SIB, save those whose claims are preferred by any bankruptcy, insolvency, liquidation or similar laws of general application. Under Russian law, the claims of retail depositors and accountholders rank above those of other senior unsecured creditors. At end-H106, retail deposits and accounts accounted for 6.7% of total liabilities, according to the bank's reviewed IFRS accounts. Furthermore, related-party liabilities constitute a significant part of SIB's total liabilities. In Fitch's opinion, this could give rise to additional risks for bondholders in a default scenario, albeit not to the extent that these would justify a lower Recovery Rating than RR4 for the current transaction. The loan agreement contains covenants restricting mergers and disposals by SIB and its material subsidiaries, transactions between the bank and its affiliates and certain payments and distributions by the bank and its subsidiaries. It also contains a cross default clause and a 'negative pledge' clause, the latter of which allows for a degree of securitization by SIB. Were such transactions to be undertaken, Fitch comments that the nature and extent of any over-collateralization would be assessed by the agency for any potential impact on unsecured creditors. SIB must ensure full compliance with Central Bank of Russia regulations, including minimum mandatory capital adequacy requirement currently set at 10%, and its minimum total capital ratio as calculated in accordance with Basle I recommendations should at any time not be less than 12% in case the bank is rated below Issuer Default BB or not less than 10% if the bank is rated at or above BB. SIB is a small-sized universal bank, accounting for about 0.2% of system assets, which operates through 17 branches and additional offices in Russia. The second largest bank in Kazakhstan, Bank TuranAlem, directly owns about 16% of the bank's voting shares. The remaining 84% of shares are held by a number of formal shareholders that have passed their shares in the trust of TuranAlem Capital. ===================== N E T H E R L A N D S ===================== LUCENT TECHNOLOGIES: Amends Solicitation Statement with Alcatel --------------------------------------------------------------- Alcatel S.A. and Lucent Technologies Inc. amended their joint solicitation statement/prospectus, dated Nov. 14, 2006. Under the amended terms, Lucent will pay a one-time consent fee only to holders of its 2.75% Series A Convertible Senior Debentures due 2023 and 2.75% Series B Convertible Senior Debentures due 2025 who consent to the terms of the joint consent solicitation. For each US$1,000 in principal amount of each series of debentures for which consents are received, consenting holders will receive the product of US$7.50 multiplied by a fraction, the numerator of which is the aggregate principal amount of debentures of each series outstanding on the expiration date, as defined below, and the denominator of which is the aggregate principal amount of debentures of each series for which Alcatel and Lucent received and accepted consents. In addition, Alcatel and Lucent have extended the expiration date of the revised joint consent solicitation until 5 p.m. Eastern Standard Time on Friday, Dec. 1. All holders of the debentures who have previously delivered consents do not need to redeliver such consents, although they must sign certain tax forms to receive the consent fee without U.S. federal backup withholding. Alcatel has filed a supplement to the joint solicitation statement/prospectus, which reflects the aforementioned changes. Alcatel and Lucent advise all holders of the debentures to review the section entitled "U.S. Federal Income Tax Considerations," which has been amended and restated to reflect important considerations respecting the U.S. federal income tax consequences of the consent solicitation as it is currently structured. All other terms of the joint consent solicitation statement/prospectus, dated Nov. 14, remain applicable, including Alcatel's obligation to provide its full and unconditional guaranty, which is unsecured and subordinated to senior debt, regardless of whether a holder delivered a consent prior to the expiration date. Holders of the debentures can obtain copies of the supplement to the consent solicitation statement/prospectus from: D.F. King & Co. Information Agent Tel: +1 (888) 887-0082 (U.S. toll-free) +1 (212) 269-5550 (for banks and brokers) Bear, Stearns & Co. Inc. is acting as the Solicitation Agent for the consent solicitation and can be contacted at +1 (877) 696- BEAR (toll-free). About Alcatel Headquartered in Paris, France, Alcatel S.A. (Paris: CGEP.PA and NYSE: ALA) -- http://www.alcatel.com/-- provides communications solutions to telecommunication carriers, Internet service providers and enterprises for delivery of voice, data and video applications to their customers or employees. Alcatel brings its leading position in fixed and mobile broadband networks, applications and services, to help its partners and customers build a user-centric broadband world. With sales of EUR13.1 billion and 58,000 employees in 2005, Alcatel operates in more than 130 countries. 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. LUCENT TECHNOLOGIES: Completes Support Network for TV Cabo ---------------------------------------------------------- Lucent Technologies Inc. and TV Cabo, Portugal's largest pay-tv operator, disclosed of the successful completion of a network readiness assessment for TV Cabo's existing hybrid fiber/coaxial (HFC) cable network. "Migrating infrastructure to next-generation network technology is a significant challenge for communications service providers," said Nuno Almeida Carvalho, country manager for Lucent Technologies in Portugal. "Lucent supports TV Cabo's network upgrade process with a range of solutions and services, based on its experience with numerous cable operators around the world. A thorough network readiness assessment is a key factor in introducing high-quality services such as VoIP over cable." Lucent used a comprehensive methodology to provide a comprehensive view of TV Cabo"s network capabilities. This included a layer-by-layer analysis of the network, which resulted in several technical recommendations in how to improve performance. In addition, a validation model for TV Cabo's HFC cells was defined and then employed to assess the service readiness of a specific subset of network cells. The result was a set of recommendations and tools that allow TV Cabo to refine its service deployment strategy of next- generation communications services. About TV Cabo TV Cabo, a subsidiary of PT Multimedia, is the leader in the Portuguese pay-tv market and one of the most important operators in Europe, with over 1.4 million customers and a market share above 80 percent. TV Cabo's television subscription service is available nationwide with distribution over cable and digital satellite platforms. 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. VNU GROUP: Posts EUR89-Million Net Loss for Third Quarter 2006 -------------------------------------------------------------- VNU Group B.V. released its financial results for the three months and the nine months ended Sept. 30, 2006. The VNU Group registered EUR89 million in net loss against EUR897 million in revenues for the third quarter of 2006, compared with EUR50 million in net profit against EUR875 million in revenues for the same period in 2005. The company registered EUR141 million in net loss against EUR2.68 billion in revenues for the first nine months of 2006, compared with EUR93 million in net profit on EUR2.52 million in revenues for the same period in 2005. Results for the nine months ended Sept. 30, 2006 represent the sum of the amounts for the Predecessor period from Jan. 1 through May 23, and for the Successor period from May 24 through Sept. 30, the period following the sale of VNU. On May 24, VNU was acquired through a tender offer to shareholders by Valcon Acquisition B.V., an entity formed by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee Partners. The price paid to VNU common shareholders was EUR29.50 per ordinary share and EUR21.00 per 7% preferred share. The tender offer was settled on various dates from May 24 through Sept. 30 and Valcon separately purchased all of VNU's issued and outstanding preferred B shares for EUR102 million. Valcon's cumulative purchases of the outstanding common shares and preferred B shares resulted in a combined 99.46% of VNU's issued and outstanding share capital as of September 30, 2006. Valcon continues to make open market purchases for additional shares and intends to acquire the remaining VNU share capital through a statutory squeeze-out procedure, which will be completed in 2007. The common and preferred stocks were delisted from Amsterdam Euronext on July 11, and VNU was converted from a Dutch NV to a Dutch BV and changed its name to VNU Group BV. At Sept. 30, 2006, VNU Group had EUR11.8 billion in total assets, EUR8.6 billion in total liabilities, and EUR3.1 billion in shareholders' equity. About VNU Group Headquartered in Haarlem, Netherlands, VNU N.V. -- http://www.vnu.com/-- operates publishing businesses and offers marketing and media information. The Company publishes and distributes telephone directories, children's books and periodicals, and business information periodicals. VNU also offers television and Internet usage data and advertising expenditure analysis. * * * As reported in the TCR-Europe on July 20, Moody's Investors Service downgraded the Corporate Family Rating of VNU NV to B2 from B1 and its senior unsecured debt ratings to Caa1 from B1. This concludes Moody's review of VNU's ratings, which was last continued on May 26. Rating downgraded to B2 from B1: -- Corporate Family Rating Ratings downgraded to Caa1 from B1: -- floating rate Euro MT Notes due 2012; -- 6.75% Euro MT Notes due 2012; -- 2.5% Yen MT Notes due 2011, the floating rate Euro MT Notes due 2010; -- 5.625% GBP MT Notes due 2010/17; -- 5.5% Eurobonds due 2008; -- 6.75% Eurobonds due 2008; -- 6.625% Eurobonds due 2007; -- Euro MTN program; and -- Nielsen Media Research Inc.'s 7.6% Notes due 2009 guaranteed by VNU. In a TCR-Europe report on July 19, Standard & Poor's Ratings Services has lowered its long-term corporate credit rating on Dutch media group VNU N.V. to 'B' from 'B+', and affirmed its 'B' short-term corporate credit rating. All ratings have been removed from CreditWatch, where they were placed with negative implications on Oct. 12, 2005. S&P said the outlook is negative. VNU GROUP: Names Jon Mandel as Chief Executive of NielsenConnect ---------------------------------------------------------------- Jon Mandel, one of Madison Avenue's most influential and well known media-buying executives, has joined VNU Group B.V. as chief executive officer of NielsenConnect, a newly formed business unit. The announcement was made by David L. Calhoun, chairman and chief executive officer of VNU, to whom Mr. Mandel will report. Mr. Mandel will be based in VNU's U.S. headquarters in New York. Mr. Mandel joins VNU from Group M, one of the world's largest media communications companies, where he was chief of strategic solutions. Prior to his corporate role at Group M, Mr. Mandel was chairman of MediaCom US, a Group M company. MediaCom plans and implements more than US$12 billion a year of its advertising clients media spend. "We are proud and delighted to welcome Jon to the VNU leadership team," said Mr. Calhoun. "Jon's knowledge, experience and enthusiasm are vital to our goal of taking this company to a whole new level of client service. His mission is to 'follow the consumer.' That means connecting all of the different information resources across VNU so our clients benefit from clear, actionable information they need to grow their businesses." "NielsenConnect is about looking forward, and anticipating what's coming next," said Mr. Mandel. "It's about connecting consumer information in ways that have never been attempted so our clients can spot trends and move more quickly to maximize their relationships with their customers. I look forward to this exciting challenge." "As the creation of this new business indicates, we are extending the world famous Nielsen brand across all elements of VNU to connect our information and intelligence-gathering capabilities for the benefit of clients," Mr. Calhoun added. "This is an important step in that process." NielsenConnect, a new business unit, will draw information from the dozens of VNU companies which collect, analyze and report on consumer patterns and usage around the world. VNU's assets represent the premiere suite of media and marketing information which includes consumer purchase information, store data, modeling assets, geo-demographic data, television ratings, outdoor ratings, as well as movie, book, video and radio data. A graduate of Vassar College, Mr. Mandel joined Grey Advertising in 1974 working in various media planning positions on General Foods and Procter & Gamble. In 1977, he helped start the network television-buying group at Grey. When MediaCom was formed in the United States, Mr. Mandel was senior vice president/director of National Broadcast at Grey and he was named chief negotiating officer of MediaCom. Over the years building MediaCom, Jon Mandel advised many accounts in various roles including co-managing director, chief negotiation officer, co-CEO, co-CEO of MediaCom Latino, chief global buying officer of MediaCom Worldwide, in addition to his role as chairman of MediaCom U.S. Mandel has helped clients plan, implement and manage hundreds of billions of dollars in marketing spend in virtually all industries. The several hundred clients who have worked with Mandel include Volkswagen/Audi, Hasbro, Staples, Subway, GlaxoSmithKline, Nokia, Royal Bank of Scotland, Playtex, Cendent, Panasonic, SlimFast and Warner Bros. Mr. Mandel is the only media professional to have served as a member of the Board of Directors of the American Association of Advertising Agencies. He has also been on the AAAA Media Policy Council and the chair of the organization's Television Committee. He is also a member of the Board of Directors of the International Radio and Television Society. He was the first advertising professional to serve as chairman of the National Association of Television Programming Executives, and has worked closely with several industry councils, often as the sole agency representative. Mr. Mandel lives in Manhattan where he serves as a director of the John A. Reisenbach Foundation, a nonprofit organization dedicated to improving the quality of life in New York City communities. He also sits on the Board of the NY Chapter of the Juvenile Diabetes Research Foundation. Mandel serves with the Kismet Fire Department on Fire Island. About VNU Group Headquartered in Haarlem, Netherlands, VNU N.V. -- http://www.vnu.com/-- operates publishing businesses and offers marketing and media information. The Company publishes and distributes telephone directories, children's books and periodicals, and business information periodicals. VNU also offers television and Internet usage data and advertising expenditure analysis. * * * As reported in the TCR-Europe on July 20, Moody's Investors Service downgraded the Corporate Family Rating of VNU NV to B2 from B1 and its senior unsecured debt ratings to Caa1 from B1. This concludes Moody's review of VNU's ratings, which was last continued on May 26. Rating downgraded to B2 from B1: -- Corporate Family Rating Ratings downgraded to Caa1 from B1: -- floating rate Euro MT Notes due 2012; -- 6.75% Euro MT Notes due 2012; -- 2.5% Yen MT Notes due 2011, the floating rate Euro MT Notes due 2010; -- 5.625% GBP MT Notes due 2010/17; -- 5.5% Eurobonds due 2008; -- 6.75% Eurobonds due 2008; -- 6.625% Eurobonds due 2007; -- Euro MTN program; and -- Nielsen Media Research Inc.'s 7.6% Notes due 2009 guaranteed by VNU. In a TCR-Europe report on July 19, Standard & Poor's Ratings Services has lowered its long-term corporate credit rating on Dutch media group VNU N.V. to 'B' from 'B+', and affirmed its 'B' short-term corporate credit rating. All ratings have been removed from CreditWatch, where they were placed with negative implications on Oct. 12, 2005. S&P said the outlook is negative. =========== R U S S I A =========== ALBASHSKIE TINNED: Court Names P. Tarasov as Insolvency Manager --------------------------------------------------------------- The Arbitration Court of Krasnodar Region appointed Mr. P. Tarasov as Insolvency Manager for LLC Albashskie Tinned Goods. He can be reached at: P. Tarasov Office 428 Krasnaya Str. 180 350030 Krasnodar Region Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A-32-18941/2006-46/1440-B. The Arbitration Court of Krasnodar Region is located at: Krasnaya Str. 6 Krasnodar Region Russia The Debtor can be reached at: LLC Albashskie Tinned Goods Sovetskaya Str. 24 Novominskaya St. 353730 Krasnodar Region Russia ALTAIR-TRANS CJSC: Court Names V. Leonov as Insolvency Manager -------------------------------------------------------------- The Arbitration Court of Tatarstan Republic appointed Mr. V. Leonov as Insolvency Manager for CJSC Altair-Trans. He can be reached at: V. Leonov Post User Box 86 Kazan 420108 Tatarstan Republic Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A65-19557/2006-SG4-16. The Arbitration Court of Tatarstan Republic is located at: Room 12 Floor 2 Entrance 2 Building 1 Kremlin Kazan Tatarstan Republic Russia The Debtor can be reached at: CJSC Altair-Trans Osinovo Zelenodolskiy Region Tatarstan Republic Russia AMGUN'-WOOD CJSC: Court Names A. Krylov as Insolvency Manager ------------------------------------------------------------- The Arbitration Court of Khabarovsk Region appointed Mr. A. Krylov as Insolvency Manager for CJSC Amgun'-Wood. He can be reached at: A. Krylov Office 9 Amurskiy Avenue 11 680028 Khabarovsk Region Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A73-10467/2006-9. The Debtor can be reached at: CJSC Amgun'-Wood Truda Avenue 1 Komsomolsk-na-Amure Russia BAKERY-5 LLC: Court Names A. Budelev as Insolvency Manager ---------------------------------------------------------- The Arbitration Court of Omsk Region appointed Mr. A. Budelev as Insolvency Manager for LLC Bakery-5. He can be reached at: A. Budelev 5th Kordnaya Str. 65 b 644018 Omsk Region Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A46-14018/2006. The Debtor can be reached at: LLC Bakery-5 Zelenaya Str. 13 644032 Omsk Region Russia CRYSTAL OJSC: Kursk Court Names V. Sakhno as Insolvency Manager --------------------------------------------------------------- The Arbitration Court of Kursk Region appointed Mr. V. Sakhno as Insolvency Manager for OJSC Factory Crystal. He can be reached at: V. Sakhno Post User Box 90 123290 Moscow Region Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A35-5214/05 g. The Arbitration Court of Kursk Region is located at: K. Marksa Str. 25 305004 Kursk Region Russia The Debtor can be reached at: OJSC Factory Crystal Zheleznogorsk Kursk Region Russia EFREMOV-SEL-KHOZ-KHIMIYA: Names N. Shirokov to Manage Assets ------------------------------------------------------------ The Arbitration Court of Tula Region appointed Mr. N. Shirokov as Insolvency Manager for OJSC Efremov-Sel-Khoz-Khimiya. He can be reached at: N. Shirokov 4th Floor 3rd Kurskaya Str. 15 302004 Orel Region Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A68-20/B-05. The Arbitration Court of Tula Region is located at: Hall 35 Sovetskaya Str. 112 Tula Region Russia The Debtor can be reached at: OJSC Efremov-Sel-Khoz-Khimiya Chernyatino Efremovskiy Region Tula Region Russia EXPERIMENTAL BASE: Court Starts Bankruptcy Supervision ------------------------------------------------------ The Arbitration Court of Chuvashiya Republic commenced bankruptcy supervision procedure on OJSC Experimental Base. The case is docketed under Case No. A79-12807/2005. The Temporary Insolvency Manager is: S. Domas' Post User Box 321 620000 Ekaterinburg Region Russia The Debtor can be reached at: OJSC Experimental Base Traktorostroiteley Str. 10 Cheboksary Chuvashiya Republic Russia GRAIN PRODUCT: Court Names P. Alekseev as Insolvency Manager ------------------------------------------------------------ The Arbitration Court of Volgograd Region appointed Mr. P. Alekseev as Insolvency Manager for OJSC Grain Product (TIN 3445005513). He can be reached at: P. Alekseev Office 400 7th Gvardeyskaya Str. 2a 400005 Volgograd Region Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A12-7219/06-s57. The Debtor can be reached at: OJSC Grain Product Raboche-Krestyanskaya Str. 44 400074 Volgograd Region Russia KOZMODEMYANSK-MILK-RUS: Court Starts Bankruptcy Supervision ----------------------------------------------------------- The Arbitration Court of Mariy El Republic commenced bankruptcy supervision procedure on CJSC Kozmodemyansk-Milk-Rus. The case is docketed under Case No. A-38-2085-11/165-2006. The Temporary Insolvency Manager is: V. Perepelkin Sotsialisticheskaya Str. 45 450077 Ufa Region Russia The Debtor can be reached at: CJSC Kozmodemyansk-Milk-Rus Kartukovo Gornomariyskiy Region 425350 Mariy El Republic Russia KRASNOGORSKIY BAKERY: Court Names I. Bashmakova to Manage Assets ---------------------------------------------------------------- The Arbitration Court of Sakhalin Region appointed Ms. I. Bashmakova as Insolvency Manager for OJSC Krasnogorskiy Bakery. She can be reached at: I. Bashmakova Dzerzhinskogo Str. 28 680000 Khabarovsk Region The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A59-2528/06-S4. The Arbitration Court of Sakhalin Region is located at: Kommunisticheskiy Pr. 24 693020 Yuzhno-Sakhalinsk Region Russia The Debtor can be reached at: OJSC Krasnogorskiy Bakery K. Marksa Str. 145 Krasnogorsk Sakhalin Region Russia LABINSK-OIL-PRODUCT: Court Starts Bankruptcy Supervision -------------------------------------------------------- The Arbitration Court of Krasnodar Region commenced bankruptcy supervision procedure on OJSC Labinsk-Oil-Product (TIN 2314016502). The case is docketed under Case No. A-32-22322/ 2006-44/1909 B. The Temporary Insolvency Manager is: S. Dzharubaev Apartment 284 Papova Str. 10 Pridonskaya 394040 Voronezh Region Russia The Arbitration Court of Krasnodar Region is located at: Krasnaya Str. 6 Krasnodar Region Russia The Debtor can be reached at: OJSC Labinsk-Oil-Product Pobedy Str. 173 Krasnodar Region Russia NOVATEK OAO: Earns RUR11.23 Billion for First Nine Months 2006 -------------------------------------------------------------- OAO Novatek released its financial results for the first nine months ended Sept. 30, 2006, prepared according to International Financial Reporting Standards. The company posted RUR11.23 billion in net profit against RUR37.1 billion in revenues for the first nine months of 2006, compared with RUR10.76 billion in net profit against RUR27.1 billion in revenues for the same period in 2005. Novatek, RIA Novosti reports, also increased its nine-month natural gas output by 9.8%, year-on-year, to 22.614 billion cubic meters. As of Sept. 30, 2006, Novatek's charter capital, is divided into 3,036,306 shares with a par value of RUR100 rubles each for total value of RUR303.63 billion About Novatek Headquartered in Tarko-Sale, Russia, OAO Novatek -- http://www.novatek.ru/-- engages in the exploration, production and processing of natural gas and liquid hydrocarbons. The Company's upstream activities are concentrated in the prolific Yamal-Nenets Region in Western Siberia. For the first half of 2006, Novatek posted RUR7.2 billion in net profit on RUR23.5 billion in revenues, compared to RUR7.9 billion in net profit on RUR17.4 billion in revenues for the same period in 2005. As of June 30, 2006, OAO Novatek had RU80.5 billion in total assets, RUR17.2 billion in total liabilities and RUR63.3 billion in total equity. * * * As reported in the TCR-Europe on March 21, Standard & Poor's Services assigned its 'BB-' long-term corporate credit rating to OAO Novatek, Russia's largest independent gas producer. S&P said the outlook is stable. ORLOVSKIY OJSC: Court Names M. Orlov as Insolvency Manager ---------------------------------------------------------- The Arbitration Court of Rostov Region appointed Mr. M. Orlov as Insolvency Manager for OJSC Meat Combine Orlovskiy (TIN 6126000610). He can be reached at: M. Orlov Yufimtseva Str. 14 344012 Rostov-na-Donu Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A53-14212/06-S2-7. The Arbitration Court of Rostov Region is located at: Stanislavskogo Str. 8a 344008 Rostov-na-Donu Russia The Debtor can be reached at: OJSC Meat Combine Orlovskiy Severnaya Str. 147 Orlovskiy Rostov Region Russia PODDERZHKA OJSC: Bankruptcy Hearing Slated for March 13 ------------------------------------------------------- The Arbitration Court of Moscow will convene on Mar. 13, 2007, to hear the bankruptcy supervision procedure on OJSC Insurance Peasant Company Podderzhka (TIN 7708030855, OGRN 1027739554435). The case is docketed under Case No. A40-55538/06-78-1068 B. The Temporary Insolvency Manager is: N. Goncharov Room 307 Kolkhoznaya Str. 3 350042 Krasnodar Region Russia The Arbitration Court of Moscow is located at: Novaya Basmannaya Str. 10 Moscow Region Russia The Debtor can be reached at: OJSC Insurance Peasant Company Podderzhka Orlikov Per. 1/11 107139 Moscow Region Russia RUSSIAN STANDARD: Moody's Rates Loan Participation Notes at Ba3 --------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating, with stable outlook, to the issue of Loan Participation Notes by a Luxembourg-based special purpose vehicle, Russian Standard Finance S.A., for the sole purpose of funding a subordinated loan to Russian Standard Bank, which is currently rated Ba2/Not Prime/D with stable outlook. The creditor rights under the loan agreement will be subordinated to the claims of senior creditors and will rank pari passu with other subordinated debt and senior to the claims of the bank's equity holders, including preference shares. The issue has a ten-year tenor but the amount is yet to be confirmed. According to the terms and conditions of the Notes, RSB and its material subsidiaries must comply with a number of covenants such as limitations on mergers, disposals and transactions with affiliates. The Notes may become payable in the event that RSB's rating is downgraded following a re-organization event (such as a merger, accession, division, separation or transformation). In addition, as one of the financial covenants, RSB is obliged-- unless such a requirement is waived -- to maintain a ratio of capital to risk-weighted assets at a pre-specified level inversely related to RSB's ratings. Moody's notes that, while the likelihood of any of the above covenants being triggered is relatively low, any occurrence could potentially have adverse liquidity implications for RSB and might exert additional downward pressure on its ratings. RSB is headquartered in Moscow, Russian Federation. As at June 30, 2006 the bank reported audited total assets of US$5.6 billion and net income of US$242 million under IFRS for the first six months of 2006. SEVERSTAL OAO: Holds Talk to Acquire Mittal's Weirton Steel ----------------------------------------------------------- OAO Severstal is holding talks to acquire Weirton Steel Corp., Mittal Steel's U.S. unit, Reuters cites a sourced report by Kommersant. According to the report, Mittal, following its merger with Arcelor Steel this year, had to sell the latter's Dofasco unit to avoid U.S. regulatory problems. A Dutch shareholder of Dofasco, however, refused Mittal's request to sell the Canadian steelmaker to Thyssenkrupp AG. With the refusal, U.S. regulators told Mittal to sell either Weirton Steel or its Sparrows Point site in Maryland. "While this is clearly a preliminary report, and the transaction may never occur, we believe that such a combination would benefit Severstal by giving it more exposure to the U.S. market," Moscow brokerage Aton told Reuters. As reported in the TCR-Europe on Oct. 27, OAO Severstal expects to raise US$1.7 billion in fresh funds from the sale of 15% of its total shares in an initial public offering in London in November. The proceeds would be used to fund acquisitions and boost Severstal's profile with foreign investors. "We will be ready for big moves in the future in terms of mergers and acquisitions," Alexei Mordashov, Severstal's Chief Exective, said. About Weirton Steel Headquartered in Weirton, West Virginia, Weirton Steel Corporation -- http://www.weirton.com/-- produces flat-rolled carbon steel. Weirton has two principal product lines: tin mill products, which include a range of light gauge steels such as black plate, tin coated steel and electrolytic chromium coated steel that are consumed principally by the container and packaging industry for food cans, general line cans and closure applications, such as caps and lids and sheet steel products, which include hot and cold rolled and both hot-dipped and electrolytic galvanized steel, that are used in end use applications, including the construction, appliance and automotive industries. About Severstal Headquartered in Cherepovets, Russia, OAO Severstal -- http://www.severstal.com/-- is the country's largest steel producer, with steel production of 17.1 million tons in 2005. The Company owns Severstal North America, the fifth largest integrated steel maker in the U.S. with 2005 production of 2.7 million tons, and Lucchini, Italy's second largest steel group with 2005 production of 3.5 million tons. Severstal is one of the world's lowest cost and most profitable steel producers, with 2005 EBITDA per ton of around EUR150 per ton. As of Dec. 31, 2005, Severstal had US$10.75 billion in total assets, US$3.66 billion in total liabilities and US$7.09 billion in total shareholders' equity. * * * As reported in the TCR-Europe on July 5, Standard & Poor's Ratings Services kept its 'B+' long-term corporate credit rating on Russian steelmaker OAO Severstal on CreditWatch with positive implications following the consolidation of the company's mining assets. The rating was placed on CreditWatch on May 26, following the announcement of a previously agreed merger between Severstal and Luxembourg-based steelmaker Arcelor S.A. This merger was cancelled on June 30. As reported in the TCR-Europe on June 28, Fitch Ratings maintained the Rating Watch Positive status for OAO Severstal's ratings of Issuer Default BB-, senior unsecured BB-, Short-term B and National Long-term A+. Severstal, which raised just over US$1 billion placing shares in London this month, plans to acquire more assets on the way to becoming the world's second-largest steel maker, its 41-year-old billionaire owner, Alexei Mordashov, has said. The company, Russia's largest steel maker if foreign assets are included, already has a presence in North America after its purchase of Rouge Steel. TRANSIT CJSC: Court Names I. Bashmakova as Insolvency Manager ------------------------------------------------------------- The Arbitration Court of Sakhalin Region appointed Ms. I. Bashmakova as Insolvency Manager for CJSC Transit. She can be reached at: I. Bashmakova Dzerzhinskogo Str. 28 680000 Khabarovsk Region Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A59-2271/06-S4. The Arbitration Court of Sakhalin Region is located at: Kommunisticheskiy Pr. 24 693020 Yuzhno-Sakhalinsk Region Russia The Debtor can be reached at: CJSC Transit Sovetskaya Str. 41 Kholmsk Sakhalin Region Russia YUKOS OIL: Arbitration Court Rules 4% Rise in Debt Claims --------------------------------------------------------- OAO Yukos Oil Co. is yet facing another surge of claims after the Moscow Arbitration Court approved a 4% increase in debt claims to US$25.2 billion, RIA Novosti states. The new sum, RIA reports, includes US$826 million owed to federal bailiffs, which was upheld by the arbitration court in November, and US$45 million to Rosneft. Yukos' main creditors include the Federal Tax Service, state-run OAO Rosneft, and two Yukos production units -- Samaraneftegaz and Tomskneft. Up to US$22 billion (RUR586.6 billion) in claims have been asserted against Yukos Oil as of Nov. 2. However, the list of creditors, originally numbering at 54, has now expanded to more than 60 registered creditors. Yukos is facing another RUR42.8 million (US$1.6 billion) in debt claims, including RUR38 billion (US$1.43 billion) from the Federal Tax Service. The court has postponed the hearings for these claims until Dec. 25. Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an open joint stock company existing under the laws of the Russian Federation. Yukos is involved in energy industry substantially through its ownership of its various subsidiaries, which own or are otherwise entitled to enjoy certain rights to oil and gas production, refining and marketing assets. The Company filed for Chapter 11 protection Dec. 14, 2004 (Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed on Feb. 24, 2005, by the Hon. Letitia Z. Clark. A few days later, the Government sold its main production unit Yugansk, to a little-known firm Baikalfinansgroup for US$9.35 billion, as payment for US$27.5 billion in tax arrears for 2000- 2003. Yugansk eventually was bought by state-owned Rosneft, which is now claiming more than US$12 billion from Yukos. On March 10, a 14-bank consortium led by Societe Generale filed a bankruptcy suit in the Moscow Arbitration Court in an attempt to recover the remainder of a US$1 billion debt under outstanding loan agreements. The banks, however, sold the claim to Rosneft, prompting the Court to replace them with the state- owned oil company as plaintiff. On April 13, court-appointed external manager Eduard Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court for the Southern District of New York (Bankr. S.D.N.Y. Case No. 06- 0775), in an attempt to halt the sale of Yukos' 53.7% ownership interest in Lithuanian AB Mazeikiu Nafta. On May 26, Yukos signed a US$1.49 billion Share Sale and Purchase Agreement with PKN Orlen S.A., Poland's largest oil refiner, for its Mazeikiu ownership stake. The move was made a day after the Manhattan Court lifted an order barring Yukos from selling its controlling stake in the Lithuanian oil refinery. On Aug. 1, the Hon. Pavel Markov of the Moscow Arbitration Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and declared what was once Russia's biggest oil firm bankrupt. The expected court ruling paves the way for the company's liquidation and auction. ZYRYANSKIY COAL: Asset Sale Slated for December 11 -------------------------------------------------- G. Gromov, the insolvency manager, the bidding organizer for OJSC Zyryanskiy Coal Pit Mine, will open a public auction for the company's properties at 3:00 p.m. on Dec. 11 at: G. Gromov, the Insolvency Manager, the Bidding Organizer Krupskoy Str. 35 Yakutsk Sakha Republic-Yakutiya Russia The Company has set a RUR15.7 million starting price for the auctioned assets. Participants have until 3:00 p.m. on Dec. 6 to deposit an amount equivalent to 20% of the starting price to: OJSC Zyryanskiy Coal Pit Mine (TIN 1408003063) Settlement Account 40702810676130100054 in Branch AC SB RF (OJSC) Severo-Vostochnyj Bank of Verkhnekolymskoye Branch #7734 Correspondent Account 3010181040000000609 BIK 049805609 Bidding documents must be submitted to: G. Gromov, the Insolvency Manager, the Bidding Organizer Krupskoy Str. 35 Yakutsk Sakha Republic-Yakutiya Russia The Debtor can be reached at: OJSC Zyryanskiy Coal Pit Mine Dorozhnaya Str. 12 Ugolnoye Verkhnekolymskiy Region Sakha Republic-Yakutiya Russia ========= S P A I N ========= FREEPORT-MCMORAN: Earns US$365.7 Million in 2006 Third Quarter -------------------------------------------------------------- Freeport-McMoRan Copper & Gold Inc. has filed its financial statements for the three months ended Sept. 30, 2006, with the U.S. Securities and Exchange Commission disclosing US$365.7 million of net income on US$1.6 billion of net revenues in contrast to US$180.9 million of net income on US$983.2 million of net revenues for the same period in 2005. At Sept. 30, 2006, the Company's balance sheet showed US$5.2 billion in total assets and US$2.8 billion in total liabilities. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?1602 As of Sept. 30, 2006, the Company had total unrestricted cash and cash equivalents of US$698.9 million and total outstanding debt of US$774.5 million. Total debt was reduced by a net US$481.4 million during the first nine months of 2006, including the following transactions: * US$286.1 million for the completion of a tender offer to induce conversion of 7% Convertible Senior Notes due 2011 into 9.3 million shares of FCX common stock in the third quarter; * US$167.4 million for the mandatory redemption of Gold- Denominated Preferred Stock, Series II in the first quarter for US$236.4 million; * US$12.5 million for the final mandatory redemption of Silver-Denominated Preferred Stock in the third quarter for US$25.8 million; * US$30.5 million for privately negotiated transactions to induce conversion of 7% Convertible Senior Notes due 2011 into 1.0 million shares of FCX common stock; and * US$11.5 million for purchase in an open market transaction of 10.5% Senior Notes due 2010 for US$12.4 million. Merger Agreement As reported in the Troubled Company Reporter on Nov. 22, 2006, Freeport-McMoRan Copper & Gold Inc. and Phelps Dodge Corporation 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. Consulting Agreement FM Services Company, a wholly owned subsidiary of Freeport- McMoRan Copper & Gold Inc., entered into a supplemental consulting agreement with B. M. Rankin, Jr., Freeport's director. The supplemental agreement renews the consulting agreement previously entered into with Mr. Rankin for an additional one-year period beginning Jan. 1, 2007, and ending Dec. 31, 2007. All terms and conditions of Mr. Rankin's original consulting agreement remain unchanged. 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. * * * As reported in the Troubled Company Reporter-Europe on Nov. 24, Dominion Bond Rating Service placed the rating of Freeport- McMoRan Copper & Gold Inc.'s Senior Notes at BB (low) Under Review with Developing Implications following Freeport's announced offer to acquire all of Phelps Dodge Corporation's common equity in a cash and stock takeover bid of US$25.9 billion. In a TCR-Europe report on Nov. 23, Moody's Investors Service placed under review for possible upgrade Freeport-McMoRan Copper & Gold Inc.'s Ba3 corporate family rating and its B1 senior unsecured rating. In addition, Standard & Poor's placed its 'BB-' corporate credit and its other ratings on Freeport-McMoRan Copper & Gold Inc. on CreditWatch with positive implications and its 'BBB' corporate credit and its other ratings on Phelps Dodge Corp. on CreditWatch with negative implications. ===================== S W I T Z E R L A N D ===================== ARPATEC SOLUTIONS: Zug Court Closes Bankruptcy Proceedings ---------------------------------------------------------- The Bankruptcy Court of Zug entered Oct. 16 an order closing the bankruptcy proceedings of LLC Arpatec Solutions. The Debtor can be reached at: LLC Arpatec Solutions Gewerbestrasse 9 6330 Cham Zug Switzerland The Bankruptcy Service of Zug can be reached at: Bankruptcy Service of Zug 6300 Zug Zug Switzerland BAMO MANAGEMENT: Zug Court Closes Bankruptcy Proceedings -------------------------------------------------------- The Bankruptcy Court of Zug entered Oct. 19 an order closing the bankruptcy proceedings of JSC Bamo Management. The Debtor can be reached at: JSC Bamo Management 6331 Hunenberg Zug Switzerland The Bankruptcy Service of Zug can be reached at: Bankruptcy Service of Zug 6300 Zug Zug Switzerland BAR 68 BAUMGARTNER: Thurgau Court Suspends Bankruptcy Process ------------------------------------------------------------- The Bankruptcy Court of Thurgau suspended the bankruptcy proceedings of Bar 68 Baumgartner + Kaufmann on Oct. 20, pursuant to Article 230 of the Swiss Bankruptcy Code. The Debtor, declared bankrupt on Sept. 28, can be reached at: Bar 68 Baumgartner + Kaufmann St. Gallerstrasse 8500 Frauenfeld Thurgau Switzerland The Bankruptcy Service of Thurgau can be reached at: Bankruptcy Service of Thurgau 8510 Frauenfeld Thurgau Switzerland BLUE DATA: Thurgau Court Suspends Bankruptcy Proceedings -------------------------------------------------------- The Bankruptcy Court of Thurgau suspended the bankruptcy proceedings of JSC Blue Data on Nov. 9, pursuant to Article 230 of the Swiss Bankruptcy Code. The Debtor, declared bankrupt on Aug. 9, can be reached at: JSC Blue Data Finkernstrasse 1 8280 Kreuzlingen Thurgau Switzerland The Bankruptcy Service of Thurgau can be reached at: Bankruptcy Service of Thurgau 8510 Frauenfeld Thurgau Switzerland BODAN SICHERHEITSDIENST: Court Suspends Bankruptcy Proceedings -------------------------------------------------------------- The Bankruptcy Court of Thurgau suspended the bankruptcy proceedings of LLC Bodan Sicherheitsdienst on Nov. 9, pursuant to Article 230 of the Swiss Bankruptcy Code. The Debtor, declared bankrupt on May 22, can be reached at: LLC Bodan Sicherheitsdienst Bottighoferstrasse 1 8280 Kreuzlingen Thurgau Switzerland The Bankruptcy Service of Thurgau can be reached at: Bankruptcy Service of Thurgau 8510 Frauenfeld Thurgau Switzerland E. DIEFFENBACHER: Glarus Court Closes Bankruptcy Proceedings ------------------------------------------------------------ The Bankruptcy Court of Glarus entered Oct. 10 an order closing the bankruptcy proceedings of JSC E. Dieffenbacher. The Debtor can be reached at: JSC E. Dieffenbacher Spielhof 14 8750 Glarus Glarus Switzerland The Bankruptcy Service of Glarus can be reached at: Bankruptcy Service of Glarus 8750 Glarus Glarus Switzerland HIRSCHEN JSC: Kussnacht Court Begins Bankruptcy Proceedings ----------------------------------------------------------- The Bankruptcy Court of Kussnacht commenced bankruptcy proceedings against JSC Hirschen on Oct. 11. The Debtor can be reached at: JSC Hirschen Unterdorf 9 6403 Kussnacht am Rigi Schwyz Switzerland The Bankruptcy Service of Kussnacht can be reached at: Bankruptcy Service of Kussnacht 6403 Kussnacht am Rigi Schwyz Switzerland LARGOV JSC: Zug Court Orders Bankruptcy Case Closure ---------------------------------------------------- The Bankruptcy Court of Zug entered Oct. 17 an order closing the bankruptcy proceedings of JSC Largov. The Debtor can be reached at: JSC Largov Gubelstrasse 3 6340 Baar Zug Switzerland The Bankruptcy Service of Zug can be reached at: Bankruptcy Service of Zug 6300 Zug Zug Switzerland NETCALL COMMUNICATIONS: Zug Court Closes Bankruptcy Proceedings --------------------------------------------------------------- The Bankruptcy Court of Zug entered Oct. 19 an order closing the bankruptcy proceedings of JSC Netcall Communications. The Debtor can be reached at: JSC Netcall Communications Chamerstrasse 115 6300 Zug Switzerland The Bankruptcy Service of Zug can be reached at: Bankruptcy Service of Zug 6300 Zug Zug Switzerland RAUMDESIGN JSC: Hofe Court Suspends Bankruptcy Proceedings ---------------------------------------------------------- The Bankruptcy Court of Hofe in Wollerau suspended the bankruptcy proceedings of JSC RaumDesign on Nov. 6, pursuant to Article 230 of the Swiss Bankruptcy Code. The Debtor, declared bankrupt on Aug. 21, can be reached at: JSC RaumDesign Driesbuelstrasse 11 8808 Pfaffikon SZ Zurich Switzerland The Bankruptcy Service of Hofe can be reached at: Bankruptcy Service of Hofe 8832 Wollerau Schwyz Switzerland WST LLC: Hofe Court Begins Bankruptcy Proceedings ------------------------------------------------- The Bankruptcy Court of Hofe in Wollerau commenced bankruptcy proceedings against LLC WST on Sept. 7. The Debtor can be reached at: LLC WST Churerstrasse 80 8808 Pfaffikon SZ Zurich Switzerland The Bankruptcy Service of Hofe can be reached at: Bankruptcy Service of Hofe 8832 Wollerau Schwyz Switzerland =========================== U N I T E D K I N G D O M =========================== BABA LIMITED: Joint Liquidators Take Over Operations ---------------------------------------------------- Robert Derek Smailes and Stephen Blandford Ryman of Rothman Pantall & Co. were appointed Joint Liquidators of Baba Limited on Nov. 10 for the creditors' voluntary winding-up procedure. The company can be reached at: Baba Limited 11a Swains Lane London N6 6QX United Kingdom Tel: 020 8442 9111 BOLDU LIMITED: Appoints Gerald Irwin to Liquidate Assets -------------------------------------------------------- Gerald Irwin of Irwin & Company was appointed Liquidator of Boldu Limited on Nov. 17 for the creditors' voluntary winding-up procedure. Headquartered in Birmingham, England, Boldu Limited -- http://www.boldu.co.uk/-- is a learning resource company that offers access to a wide range of learning materials and training services. Services include material sales, consultancy, training delivery, training facilities, national and European initiatives and Learndirect. BENTOM FOODS: Claims Filing Period Ends Dec. 22 ----------------------------------------------- Creditors of Bentom Foods Limited have until Dec. 22 to send in their names and addresses, particulars of their debts or claims, and the names and addresses of their Solicitors (if any) to appointed Liquidator Duncan Roderick Morris at: The Till Morris Partnership 2 Church Street Warwick CV34 4AB United Kingdom The company can be reached at: Bentom Foods Limited 58 Clarendon Street Leamington Spa Warwickshire CV324PE United Kingdom Tel: 01926 771 285 CHAMBERLAIN & GROVES: Claims Registration Ends Dec. 20 ------------------------------------------------------ Creditors of Chamberlain & Groves Limited have until Dec. 20 to send their names and addresses and the particulars of their debts or claims, and the name and address of their Solicitors, if any, to appointed Liquidator Roger L. Cain at: Haslers Old Station Road Loughton IG10 4PL United Kingdom The company can be reached at: Chamberlain & Groves Limited 101-103 Boundary Road London E17 8NQ United Kingdom Tel: 020 8520 2688 Fax: 020 8520 2190 CONVERGENCE GROUP: Hires Administrators from Geoffrey Martin ------------------------------------------------------------ Stephen Goderski and Geoffrey Martin of Geoffrey Martin & Co. were appointed joint administrators of The Convergence Group Plc (Company Number 01882286) on Nov. 17. The administrators can be reached at: Stephen Goderski and Geoffrey Martin Geoffrey Martin & Co. St. James's House 28 Park Place Leeds West Yorkshire LS1 2SP United Kingdom Tel: 0113 244 5141 Fax: 0113 242 3851 E-mail: geoffrey.martin@geoffreymartin.co.uk The Convergence Group Plc can be reached at: The Stables Old Mint House High Road Upper Gatton Reigate Surrey RH2 0TZ United Kingdom Tel: 01737 644782 DOUBLE DEE: Brings In Mazars as Joint Administrators ---------------------------------------------------- Philip Michael Lyon and Alistair Steven Wood of Mazars LLP were appointed joint administrators of Double Dee Entertainment Ltd. (Company Number 05002402) on Nov. 14. Mazars -- http://www.mazars.com/-- is an international, integrated and independent organization, specialized in audit, accounting, tax and advisory services. Double Dee Entertainment Ltd. can be reached at: Jenya Stewton Gardens Wood Lane Louth Lincolnshire LN11 8RY United Kingdom Tel: 0121 236 7711 DURA AUTOMOTIVE: Hires Togut Segal as Conflicts Counsel ------------------------------------------------------- DURA Automotive Systems Inc. and its debtor-affiliates obtained authority from the U.S. Bankruptcy Court for the District of Delaware to employ Togut, Segal & Segal LLP as their conflicts counsel, nunc pro tunc to Oct. 30, 2006. The Debtors previously sought to employ Kirkland & Ellis LLP as their lead counsel. Keith Marchiando, chief financial officer of Dura Automotive Systems Inc., relates that the Debtors want Togut Segal to handle matters that the Debtors may encounter that cannot be handled by Kirkland & Ellis because of a potential conflict of interest or that can be more efficiently handled by Togut Segal. As conflicts counsel, Togut Segal will: (a) advise the Debtors regarding their powers and duties as debtors-in-possession in the continued management and operation of their businesses and properties; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (c) take necessary action to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors and representing the Debtors' interests in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the estates; (d) prepare, on the Debtors' behalf, motions, applications, answers, orders, reports and papers necessary to the administration of the estates; (e) advise the Debtors in connection with any potential sale of assets; (f) appear before the courts and protect the interests of the Debtors' estates; and (g) perform other necessary legal services and provide other necessary legal advice to the Debtors in connection with the Chapter 11 Cases. The Debtors will pay Togut Segal: Professional Hourly Rate ------------ ----------- Counsel and Partners US$560 to US$795 Paralegals and Associates US$115 to US$540 Albert Togut, Esq., a senior member of the firm, relates that Togut Segal has received a US$50,000 retainer from the Debtors, and has applied that retainer to services rendered and expenses incurred before the Debtors' bankruptcy filing. Mr. Togut assured the Court that his firm does not hold or represent any interest adverse to the Debtors, and is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Rochester Hills, Mich.-based DURA Automotive Systems, Inc. (Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive industry. The company is also a supplier of similar products to the recreation vehicle and specialty vehicle industries. DURA sells its automotive products to North American, Japanese and European original equipment manufacturers and other automotive suppliers. The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr. District of Delaware Case No. 06-11202). Richard M. Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the Debtors' bankruptcy proceedings. Mark D. Collins, Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton & Finger, P.A. Attorneys are the Debtors' co-counsel. Baker & McKenzie acts as the Debtors' special counsel. Togut, Segal & Segal LLP is the Debtors' conflicts counsel. Miller Buckfire & Co., LLC is the Debtors' investment banker. Glass & Associates Inc., gives financial advice to the Debtor. Kurtzman Carson Consultants LLC handles the notice, claims and balloting for the Debtors and Brunswick Group LLC acts as their Corporate Communications Consultants for the Debtors. As of July 2, 2006, the Debtor had US$1,993,178,000 in total assets and US$1,730,758,000 in total liabilities. (Dura Automotive Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). DURA AUTOMOTIVE: Ontario Court Grants Foreign Recognition Order --------------------------------------------------------------- The Honorable Justice Sidney N. Lederman of the Ontario Superior Court of Justice (Commercial List) in Canada ruled that proceedings commenced by Dura Automotive Systems, Inc., and certain of its affiliates before the U.S. Bankruptcy Court for the District of Delaware under Chapter 11 of the U.S. Bankruptcy Code are a "foreign proceeding" as defined in subsection 18.6(1) of the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended. Justice Lederman also holds that until and including Dec. 15, creditors and other parties-in-interest subject to the jurisdiction of the Canadian court are enjoined and restrained from initiating or continuing actions in any court or tribunal in Canada against the Debtors or that affect their ability to carry on their business. Any actions against the Debtors or their former, current or future officers and directors are stayed. Suppliers and other parties providing service to the Debtors are barred from discontinuing, failing to honor, altering, interfering with, repudiating or ceasing to perform any right, renewal right, contract, agreement, license or permit held by the Debtors, absent their written consent or leave of the CCAA Court. The CCAA Court authorizes the Debtors to enter into a postpetition Senior Secured Super-priority DIP Term Loan and Guaranty Agreement with Goldman Sachs Credit Partners, L.P., as agent; and a Senior Secured Super-priority DIP Revolving Credit and Guaranty Agreement with General Electric Capital Corp., as agent. Goldman Sachs and GECC are granted liens and security interests on the Debtors' property to secure repayment of the DIP Loans. The Debtors are also permitted to continue to utilize their central cash management system currently in place. D&O Indemnification The CCAA Court authorizes the Debtors to indemnify their directors and officers from all claims and causes of action with respect to any liabilities or obligations related to their capacities as directors and officers of the Debtors, except in the event of the directors and officers' breach of their fiduciary duties or grossly negligent or willful misconduct. Justice Lederman also grants the directors and officers of Dura Automotive's Canadian affiliates a charge on the Applicants' Property not exceeding US$2,500,000 in the aggregate, as security for the Applicants' indemnification obligations. Information Officer The CCAA Court appoints RSM Richter, Inc., as the Debtors' information officer. RSM will report to the Court at least once every three months on the status of the U.S. bankruptcy proceedings and other material information. As information officer, RSM will not take possession of the Debtors' property nor take part in the management or supervision of the Debtors' business. Nothing in the Initial CCAA Order, however, will prevent RSM from acting as interim receiver, receiver, manager, monitor under the CCAA, or trustee in bankruptcy of the Debtors, or their business or property. RSM will be paid on a monthly basis for its services. The Applicants are authorized to pay a CDN$25,000 retainer to RSM as security for payment of its fees and disbursements outstanding from time to time. The CCAA Court also grants RSM an administration charge not exceeding CDN$250,000 in the aggregate as security for its professional fees and disbursements incurred. The Administration Charge will have priority over the DIP Lender's Charge and the Directors' Charge, in that order. The Administration Charge, DIP Lender's Charge and Directors' Charge will rank in priority to all Encumbrances, other security interests, trusts, liens and charges on the Debtors' property in favor of other parties, excluding: 1. existing purchase-money security interests and equipment financing leases registered in accordance with applicable personal property security legislation and recognized under the legislation as being entitled to priority over the security in place as of Nov. 1, 2006; 2. with respect to any real property, (a) existing by-laws and regulations as to the use of the Debtors' property; (b) notices of lease; (c) subdivision, site plan control, development, servicing and other similar agreements with municipal and other governmental authorities; (d) permits, rights of access or user licenses, easements, and rights of way; 3. future purchase-money security interests registered in accordance with applicable personal property security legislation and recognized under the legislation as being entitled to priority; and 4. Encumbrances arising by operation of law -- other than as a result of a default in payment or performance of an obligation by the Debtors -- without any grant of a security interest by the Debtors, and that are given priority over prior fixed charges by statute or law in the event of the Debtors' bankruptcy. A full-text copy of the Initial Recognition Order is available at no charge at http://ResearchArchives.com/t/s?15c3 Rochester Hills, Mich.-based DURA Automotive Systems, Inc. (Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive industry. The company is also a supplier of similar products to the recreation vehicle and specialty vehicle industries. DURA sells its automotive products to North American, Japanese and European original equipment manufacturers and other automotive suppliers. The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr. District of Delaware Case No. 06-11202). Richard M. Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the Debtors' bankruptcy proceedings. Mark D. Collins, Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton & Finger, P.A. Attorneys are the Debtors' co-counsel. Baker & McKenzie acts as the Debtors' special counsel. Togut, Segal & Segal LLP is the Debtors' conflicts counsel. Miller Buckfire & Co., LLC is the Debtors' investment banker. Glass & Associates Inc., gives financial advice to the Debtor. Kurtzman Carson Consultants LLC handles the notice, claims and balloting for the Debtors and Brunswick Group LLC acts as their Corporate Communications Consultants for the Debtors. As of July 2, 2006, the Debtor had US$1,993,178,000 in total assets and US$1,730,758,000 in total liabilities. (Dura Automotive Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). EPICURE CATERING: Taps Joint Administrators from Herron Fisher -------------------------------------------------------------- Christopher Herron and Nicola Jayne Fisher of Herron Fisher were appointed joint administrators of Epicure Catering and Party Design Ltd. (Company Number 3959249) on Nov. 20. The administrators can be reached at: Herron Fisher Capital Business Centre 22 Carlton Road Croydon Surrey CR2 0BS United Kingdom Tel: 07956 640156 E-mail: chris.herron@begbies-traynor.com Epicure Catering & Party Design Ltd. can be reached at: Trident Business Centre 89 Bickersteth Road London SW17 9SH United Kingdom Tel: 020 8516 7740 Fax: 020 8516 7741 FORD MOTOR: Moody's Rates US$15-Billion Sr. Sec. Loans at Ba3 ------------------------------------------------------------- Moody's Investors Service assigned a Ba3, LGD2,19% rating to Ford Motor Company's proposed US$15 billion of senior secured credit facilities that will consist of an US$8 billion revolving credit facility and a US$7 billion term loan. Moody's also affirmed the company's existing ratings. The outlook remains negative. These rating actions reflect Moody's expectation that proceeds from the new credit facility, and from the potential issuance of US$3 billion in unsecured capital market transactions, will provide the company with a year-end 2006 liquidity profile consisting of US$30 billion in gross automotive cash and US$8 billion in unused committed credit lines. This considerable liquidity cushion should enable Ford to fund the US$17 billion in operating losses and restructuring expenditures that the company expects to incur from 2007 through 2009. "Ford's three-year game plan is to make sure that it has the liquidity it needs to fund a radical restructuring of its business model. By giving secured lenders a lien on essentially all of its assets, Ford has pretty much covered the liquidity portion of the plan. The really tough part will be fixing the business model; this represents a daunting challenge," Bruce Clark, senior vice president with Moody's said, The challenges Ford will face during the coming three years include negotiating a 2007 UAW contract that offers meaningful health care relief, accelerating the introduction of cars and crossover vehicles, and establishing strong market acceptance and healthy pricing for those vehicles despite intense competition from Asian manufacturers. The company might also have to contend with a slowdown in the U.S. automotive industry. "Ford should have the liquidity it needs through 2009. But it is absolutely critical for the company to have established a solidly competitive cost structure, share position and product profile by then," Mr. Clark added. The assignment of the Ba3,LGD2,19% rating to the secured credit facilities reflects the favorable asset coverage and recovery prospect of these obligations as modeled under Moody's Loss Given Default Methodology. The US$15 billion in facilities will be secured by a lien on essentially all of Ford's assets, including the shares of Ford Motor Credit Company, and will be governed by a borrowing base. The ratings, which are affirmed and remain unchanged are: -- corporate family of B3; -- senior unsecured of Caa1,LGD4, 62%; -- trust preferred of Caa2,LGD6, 93%; and, -- speculative grade liquidity rating of SGL-3. Moody's noted that Ford's ability to maintain a sound liquidity cushion during the next two years as it implements its restructuring program and funds the anticipated cash requirements will be an important factor in supporting the B3 corporate family rating. This rating anticipates that through 2007, Ford's gross automotive cash position will remain above US$20 billion. Should Ford's rate of cash consumption during 2007 make it unlikely that this level of liquidity can be maintained, the B3 rating could be placed on review for possible downgrade. The rating could also come under pressure if manned capacity utilization of the North American operations does not remain on track to hit 100% by 2008, or if U.S. market share remains below 16.5% for 2007. Ford Motor Company, headquartered in Dearborn, Michigan, is the world's third largest automobile manufacturer. FORD MOTOR: 38,000 Hourly Workers Accept Buyout Offer ----------------------------------------------------- As part of a key objective of its North American turnaround plan, Ford Motor Company confirmed Wednesday that, so far this year, about 38,000 of its UAW-represented hourly workers have accepted package offerings for voluntary separations from the company. This figure includes around 30,000 buyout offers preliminarily accepted during the recent system-wide open enrollment period that concluded this week for Ford hourly workers, including those at the company's Automotive Components Holdings division. In addition, the figure includes about 8,000 acceptances received earlier in 2006 during targeted plant-by-plant buyout offerings to Ford and ACH employees. Of the 38,000 total acceptances, around 6,000 were by hourly employees at ACH. Ford began the year with about 83,000 UAW-represented employees. The open enrollment period that began in October offered eight different voluntary buyout packages to all of Ford's UAW- represented employees. The offers included traditional packages for retirement-eligible employees, as well as non-traditional packages for employees with at least one year of service. Just over half of the buyouts accepted during the recent open enrollment period were by employees who accepted one of the non- traditional packages, which provided options such as lump sum payments, tuition reimbursements or scholarship funds for family members. The acceptances are preliminary, as all buyout offers are voluntary and include an employee's opportunity to rescind acceptance up until the time of their separation from the company. The employee reductions will contribute toward major objectives of the accelerated Way Forward plan for turning around the company's North American operations. On Sept. 15, Ford announced its intention to reduce its North American hourly workforce by 25,000 to 30,000 employees by the end of 2008, including attrition and excluding employment reductions at ACH. "One of Ford's priorities, and a large cost component of our Way Forward plan for North America, is our ability to adjust manufacturing capacity with demand, while continuing to reduce operating costs and becoming more efficient," said Alan Mulally, Ford president and CEO. "While I know that in many cases decisions to leave the company were difficult for our employees, the acceptances received through this voluntary effort will help Ford to become more competitive. "We'd also like to thank the UAW for working closely with us in developing packages that will help employees to move productively into a new phase of their lives. It is clear that we were successful in providing appropriate options; this, in turn, is helping the company to meet its cost objectives." Hourly employees who accepted buyout packages during the recent enrollment period will begin to leave the company in January 2007 and through the course of the year until all separations are completed by Sept. 1, 2007. "Ford and the UAW have addressed several important issues throughout the year, which have allowed the company to reduce costs and achieve efficiencies," Mulally said. "Though there is more work to be done, recent history demonstrates that together we can significantly improve Ford's business." 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. GW 4107: Appoints Menzies as Joint Administrators ------------------------------------------------- Andrew John Duncan and Jason James Godefroy of Menzies Corporate Restructuring were appointed joint administrators of GW 4107 Ltd. (Company Number 05443740) on Nov. 17. Menzies Corporate Restructuring -- http://www.menzies.co.uk/-- provides corporate restructuring services including: services for directors or stakeholders of troubled businesses; services to Lenders of troubled businesses; raising rescue funding at short notice; and forensic and fraud services. GW 4107 Ltd. can be reached at: 15 High March High March Industrial Estate Daventry Northamptonshire NN11 4HB United Kingdom Tel: 020 7487 7240 IAN MEARNS: Creditors' Meeting Slated for December 7 ---------------------------------------------------- Creditors of Ian Mearns Holidays Ltd (Company Number 03645304) will meet at 10:30 a.m. on Dec. 7 at: DTE Leonard Curtis 85-89 Colmore Row Birmingham B3 2BB 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 Dec. 6 at: P. D. Masters Joint Administrator DTE Leonard Curtis Bamfords Trust House 85-89 Colmore Row Birmingham West Midlands B3 2BB United Kingdom Tel: 0121 200 2111 Fax: 0121 200 2122 DTE Leonard Curtis -- http://www.dtegroup.com/-- offers tax consultancy, company secretarial services, corporate finance, corporate recovery, turnaround, forensic accounting, financial services and insurance & risk management. IM CAJA: Moody's Junks EUR10.8-Million Series E Notes ----------------------------------------------------- Moody's Investors Service assigned these provisional ratings to the debt to be issued by IM CAJA LABORAL 1 FONDO DE TITULIZACION DE ACTIVOS: -- EUR856.3-million Series A notes: (P) Aaa; -- EUR10.8-million Series B notes: (P) Aa2; -- EUR14.9- million Series C notes: (P) A1; -- EUR18-million Series D notes: (P) Baa3; and -- EUR10.8-million Series E notes: (P) Ca. This is the first transaction where CAJA LABORAL comes to market on its own. It had previously participated in TDA 9 FTH. The transaction consists of prime mortgage loans originated under CAJA LABORAL's regular business practices. The transaction will be structured with five different tranches. As in other deals, the SPV will use the proceeds from the issuance of the notes to purchase the mortgage loans portfolio. The total initial purchase price of the mortgage loans will be equal to the proceeds received from the issue of the rated Class A, Class B Class C, and class D notes. With the benefits from the Equity tranche the Fondo will finance the reserve fund. Strong features within this deal include among others: (1) good collateral in terms of LTV (CLTV = 63.23% ); (2) a reserve fund to cover potential shortfalls in interest or principal; (3) a 12-month artificial write-off mechanism; (4) the fact that all the loans are secured by a first-lien mortgage guarantee and (5) a very strong seasoning. It is worth pointing out that the reserve fund will be fully funded with the benefits from the issuance of Series E Notes. Weaker features include: (1) geographical concentration in the regions of Vasque Country and Navarra; (2) pro rata amortisation of the notes; and (3) the negative impact of the interest deferral trigger on the subordinated series. These increased risks were reflected in the credit enhancement calculation. Moody's based the provisional ratings primarily on: (i) an evaluation of the underlying portfolio of loans; (ii) historical performance information; (iii) the swap agreement hedging the interest rate risk; (iv) the credit enhancement provided through the GIC account, the pool spread, the reserve fund and the subordination of the notes; and (v) the legal and structural integrity of the transaction. The provisional ratings address the expected loss posed to investors by the legal final maturity (October 2049). In Moody's opinion, the structure allows for timely payment of interest and ultimate payment of principal on Series A, B, C and D at par on or before the rated legal final maturity date, and for ultimate payment of interest and principal at par on or before the rated legal final maturity date on Series E. Moody's ratings address only the credit risks associated with the transaction. Other non-credit risks have not been addressed, but may have a significant effect on yield to investors. Moody's issues provisional ratings in advance of the final sale of securities, and these ratings only reflect Moody's preliminary credit opinions regarding the transaction. Upon a conclusive review of the final pool of assets and the final documentation, Moody's will endeavour to assign a definitive rating to the notes. A definitive rating, if any, may differ from a provisional rating. INCO LTD: Earns US$701 Million in 2006 Third Quarter ---------------------------------------------------- Inco Limited reported the highest-ever quarterly earnings in the company's 104-year history. Earnings on an adjusted basis for the third quarter of 2006 were over four times the earnings for the third quarter of 2005, while earnings in accordance with Canadian generally accepted accounting principles were eleven times the earnings for the third quarter of 2005. Adjusted net earnings for the third quarter of 2006 were US$653 million compared with adjusted net earnings of US$159 million for the third quarter of 2005. Net earnings for the third quarter of 2006 in accordance with Canadian GAAP were a record US$701 million compared with net earnings of US$64 million for the third quarter of 2005. The principal adjustment made in arriving at adjusted net earnings for the third quarter of 2006 was the exclusion of net takeover-related income of US$109 million after taxes. "Our record quarterly earnings reflect the unprecedented sustained strength we've seen in the nickel market, combined with strong production from our operations," said Inco Chairman and CEO Scott Hand. For the third quarter of 2006, the London Metal Exchange benchmark cash nickel price rose to a record quarterly average of US$29,178 per ton (US$13.24 per pound), compared with the third quarter of 2005 average of US$14,567 per ton (US$6.61 per pound). The LME cash nickel price set a record high of US$34,750 per ton (US$15.76 per pound) on Aug. 24. On Oct. 19, the LME cash nickel price was US$33,395 per ton (US$15.15 per pound). Inco produced 125 million pounds of finished nickel in the third quarter of 2006. This was almost 13% higher than the company's production in the third quarter of last year, due primarily to the commencement of nickel concentrate production at Voisey's Bay and additional production at the Company's Manitoba operations. The Company's nickel unit cash cost of sales, after by-product credits, for the third quarter of 2006 was US$2.12 per pound, 30% lower than in the third quarter of 2005. This decrease was attributable to the positive impact of higher average realized selling prices for copper and platinum group metals and higher deliveries of Voisey's Bay copper concentrate partially offset by an increase in nickel unit cash cost of sales before by-product credits. Based on these strong results, Inco generated US$857 million of cash flow from operations in the third quarter, before a working capital decrease of US$132 million and net receipts from takeover-related activities of US$288 million. The Company's cash position of US$1,828 million at Sept. 30, 2006, and its debt-to-capitalization ratio of 20% provide the Company with the financial strength to support its growth strategy. Net sales in the third quarter of 2006 increased significantly by 114% compared with the third quarter of 2005. The increase was primarily due to increases in the Company's average realized selling prices for nickel and copper, which increased by 99% and 90% for the third quarter of 2006 compared with the third quarter of 2005. In addition, deliveries of Inco-source and tolled nickel and Inco-source copper increased by 5% and 59%, respectively, during the third quarter of 2006 compared with the third quarter of 2005. Interest Expense Interest expense increased by US$11 million and US$32 million in the third quarter and first nine months of 2006 compared with the corresponding periods of 2005. Interest expense increased primarily because no interest in respect of the Voisey's Bay project has been capitalized in 2006 since the mine, concentrator and related facilities commenced commercial production in December 2005. Takeover-related income In the third quarter of 2006, in connection with the unsuccessful offer to purchase Falconbridge Limited and the unsuccessful business combination with Phelps Dodge Corporation, certain break-up fees were received and paid, and other transaction costs were incurred, which the Company recorded in earnings. For the first nine months of 2006, the Company recorded income, on a net basis of US$174 million, which primarily consists of the cash received from Falconbridge Limited from a break-up fee in the amount of US$450 million which was substantially offset by break-up fees paid to Phelps Dodge Corporation and LionOre Mining International Ltd. as well as other transaction costs. Third Quarter Dividend Consideration At the meeting on Oct. 17, Inco's Board of Directors considered whether to declare a dividend on Inco's common shares in respect of the third quarter of 2006. Inco's existing practice has been to pay a regular quarterly dividend of US$0.125 per share. The CVRD Offer provides that, in the event that Inco should declare, set aside or pay, after Sept. 1, any dividend (including a regular quarterly dividend in accordance with Inco's current dividend policy), distribution or payment on the common shares, the consideration payable per common share pursuant to the CVRD Offer (being CDNUS$86.00 in cash) will be reduced by the amount of such dividend, distribution or payment. In view of the foregoing terms of the CVRD Offer, and given that the CVRD Offer is scheduled to expire on Oct. 23, the Board of Directors deferred its decision as to whether to declare a quarterly dividend in respect of the third quarter of 2006 until after the expiry time of the CVRD Offer. About Inco Ltd. Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) -- http://www.inco.com/-- produces nickel, which is used primarily for manufacturing stainless steel and batteries. Inco also mines and processes copper, gold, cobalt, and platinum group metals. It makes nickel battery materials and nickel foams, flakes, and powders for use in catalysts, electronics, and paints. Sulphuric acid and liquid sulphur dioxide are produced as byproducts. The company's primary mining and processing operations are in Canada, Indonesia, and the U.K. * * * Inco Limited's 3-1/2% Subordinated Convertible Debentures due 2052 carry Moody's Investors Service's Ba1 rating. LIFE SCIENCES: Sept. 30 Equity Deficit Widens to US$25.3 Million ---------------------------------------------------------------- Life Sciences Research Inc.'s balance sheet at Sept. 30, 2006, showed total assets of US$204.8 million and total liabilities of US$230.1 million, resulting in a total stockholders' deficit of US$25.3 million. At Dec. 31, 2005, the Company's total stockholders' deficit stood at US$14.5 million. For the third quarter ended Sept. 30, 2006, the Company reported net income of US$2.6 million on revenues of US$49.4 million, compared with net income of US$1.1 million on revenues of US$43.7 million for the same quarter in the prior year. The underlying increase, after adjusting for the impact of the movement in exchange rates was 8.7%; with the U.K. showing a 12.4% increase and the U.S. a 3.5% decrease. Cost of sales for the three months ended Sept. 30, 2006, were US$36.4 million (73.6% of revenue), an increase of 14.9% on cost of sales of US$31.7 million (72.4% of revenue) for the three months ended Sept. 30, 2005. The underlying increase, after adjusting for the impact of the movement in exchange rates was 10.6%. The increase in cost of sales as a percentage of revenue was due to an increase in direct study costs as a percentage of revenues and overheads as a percentage of revenues. These contributed 100 basis points and 60 basis points respectively to the increase in cost of sales as a percentage of revenues. The increase in direct study costs was due to a change in study mix, while increased power costs and depreciation contributed to the increase in overheads. There was a reduction of 40 basis points in Labor costs as a percentage of revenue due to the improved Labor efficiency as revenues increased offset in part by higher pension costs. Selling, general, and administrative expenses increased by 14.4% to US$7.3 million for the three months ended Sept. 30, 2006, from US$6.4 million in the corresponding period in 2005. The underlying increase, after adjusting for the impact of the movement in exchange rates was 18.9%. Of the total increase of US$900,000, US$400,000 was due to a reduction in exchange gains and a further US$400,000 was due to higher professional fees. A full text-copy of the Company's quarterly financial report may be viewed at no charge at http://ResearchArchives.com/t/s?1600 With principal office at East Millstone, New Jersey, Life Sciences Research Inc. -- http://www.lsrinc.net/-- is a global contract research organization providing product development services to the pharmaceutical, agrochemical and biotechnology industries. LSR operates research facilities in the United States (the Princeton Research Center, New Jersey) and the United Kingdom (Huntingdon and Eye, England). LOUPE SOLUTIONS: Taps Menzies to Administer Assets -------------------------------------------------- Andrew Gordon Stoneman and Jason James Godefroy of Menzies Corporate Restructuring were appointed joint administrators of Loupe Solutions Ltd. (Company Number 05184084) on Nov. 21. Menzies Corporate Restructuring -- http://www.menzies.co.uk/-- provides corporate restructuring services including: services for directors or stakeholders of troubled businesses; services to Lenders of troubled businesses; raising rescue funding at short notice; and forensic and fraud services. Loupe Solutions Ltd. can be reached at: 15 Newport Street London SE11 6AJ United Kingdom Tel: 020 7735 1995 Fax: 020 7582 6232 PEARCE STONER: Names Paul John Webb as Administrator ---------------------------------------------------- Paul John Webb of Mayfields Insolvency Practitioners was named administrator of Pearce Stoner Associates Ltd. (Company Number 039911923) on Nov. 10. The administrator can be reached at: Paul John Webb Mayfields Insolvency Practitioners Church Steps House Queensway Halesowen West Midlands B63 4AB United Kingdom Tel: 0121 550 0011 Pearce Stoner Associates Ltd. can be reached at: Flat 139 Brick Lane Tower Hamlets London E1 6SB United Kingdom Tel: 020 7247 7100 Fax: 020 7739 1255 PRICELINE.COM: Earns US$47.8 Million in Third Quarter 2006 ---------------------------------------------------------- Priceline.com Inc. disclosed a US$47.8 million net income on US$313.5 million of revenues for the quarter ended Sept. 30, 2006, compared with a US$170.6 million net income on US$258.8 million of revenues for the same period in 2005. The decrease in net income is primarily due to a US$158.6 million non-cash tax benefit in the third quarter of 2005 from reversing a portion of the company's deferred tax asset valuation allowance in the period. In the third quarter of 2006, the non-cash tax benefit was US$18.1 million. Revenues in the third quarter of 2006 include the operating results of Bookings B.V., which was acquired in July 2005. At Sept. 30, 2006, Priceline.com's balance sheet showed US$1.03 billion in total assets, US$704 million in total liabilities, US$13.5 million in series B mandatorily redeemable preferred stock, and US$317 million in total stockholders' equity. Priceline.com Inc. reported that gross travel bookings for the quarter, which refers to the total dollar value, inclusive of all taxes and fees, of all travel services purchased by consumers, rose 47.8% year-over-year to US$903.2 million. Priceline.com's GAAP gross profit for the third quarter 2006 was US$123.5 million, up 54.4% from the prior year. Pro forma gross profit for the third quarter 2006 was US$122.3 million, an increase of 51.3% over the same period in the prior year. Pro forma net income for the quarter was US$30.2 million, which compares to US$19.3 million, in the same period a year ago. "Priceline.com's third quarter performance surpassed our updated guidance given on September 21 based on better-than-forecast results for the month of September," said priceline.com President and Chief Executive Officer Jeffery H. Boyd. "Priceline Europe had an excellent quarter, with gross travel bookings of US$398 million in the third quarter 2006, which represents an organic growth rate of around 121%. We believe that international results were fueled by positive e-commerce market trends, strong results in fast-growing continental markets and contributions from inventory integration and cross- sell programs." During the third quarter, priceline.com completed an offering of US$345 million principal amount of convertible senior notes. "We were pleased to complete this transaction at attractive borrowing costs," said Robert Mylod, priceline.com's Chief Financial Officer. "A portion of the net proceeds were used to purchase 3.9 million shares of priceline.com common stock and the balance is available for the repayment of our previously issued convertible notes over the next few years as well as for general corporate purposes." The company also completed its exchange offer for its outstanding convertible notes payable in 2008 and 2010. In the exchange, 99.9% of the US$125 million aggregate principal amount of convertible senior notes due 2008 and 100% of the US$100 million aggregate principal amount of convertible senior notes due 2010 were exchanged in each case for notes which provide for, among other things, principal repayment in cash rather than shares. Full-text copies of the company's consolidated financial statements are available for free at: http://researcharchives.com/t/s?158e About Priceline.com Priceline.com Inc. (Nasdaq: PCLN) operates priceline.com, a leading U.S. online travel service for value-conscious leisure travelers, and Priceline Europe, a leading European online hotel reservation service. In the U.S., priceline.com offers customers a variety of ways to save on their airline tickets, hotel rooms, rental cars, vacation packages and cruises. Priceline Europe operates one of Europe's fastest growing hotel reservation services, operates in 40 countries in 12 languages and offers its customers in Europe and the U.S. access to around 25,000 participating European hotels. Priceline.com also operates the following travel websites: Travelweb.com, Lowestfare.com, RentalCars.com and BreezeNet.com. Priceline.com also has a personal finance service that offers home mortgages, refinancing and home equity loans through an independent licensee. Priceline.com licenses its business model to independent licensees, including priceline mortgage and certain international licensees. * * * As reported in the TCR-Europe on Oct. 2, Standard & Poor's Ratings Services assigned its 'B' rating to online travel agency Priceline.com Inc.'s USUS$150 million convertible senior notes due 2011 and USUS$150 million convertible senior notes due 2013. At the same time, the rating agency affirmed the corporate credit rating on the company at 'B'. QED FOOD: Creditors' Meeting Slated for December 6 -------------------------------------------------- Creditors of QED Food Processing Systems (North America) Ltd. (Company Number 05436391) will meet at noon on Dec. 6 at: Smith Cooper Wilmot House St. James Court Friar Gate Derby DE1 1BT 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 Dec. 6 at: S. Gwinnutt Administrator Smith Cooper Wilmot House St James Court Friar Gate Derby Derbyshire DE1 1BT United Kingdom Tel: 01332 332021 Fax: 01332 290439 E-mail: smg@smithcooper.co.uk QED HOLDINGS: Creditors' Meeting Slated for December 6 ------------------------------------------------------ Creditors of QED Holdings Ltd. (Company Number 05436569) will meet at 11:00 a.m. on Dec. 6 at: Smith Cooper Wilmot House St. James Court Friar Gate Derby DE1 1BT 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 Dec. 6 at: S. Gwinnutt Administrator Smith Cooper Wilmot House St James Court Friar Gate Derby Derbyshire DE1 1BT United Kingdom Tel: 01332 332021 Fax: 01332 290439 E-mail: smg@smithcooper.co.uk SEVERSTAL OAO: Holds Talk to Acquire Mittal's Weirton Steel ----------------------------------------------------------- OAO Severstal is holding talks to acquire Weirton Steel Corp., Mittal Steel's U.S. unit, Reuters cites a sourced report by Kommersant. According to the report, Mittal, following its merger with Arcelor Steel this year, had to sell the latter's Dofasco unit to avoid U.S. regulatory problems. A Dutch shareholder of Dofasco, however, refused Mittal's request to sell the Canadian steelmaker to Thyssenkrupp AG. With the refusal, U.S. regulators told Mittal to sell either Weirton Steel or its Sparrows Point site in Maryland. "While this is clearly a preliminary report, and the transaction may never occur, we believe that such a combination would benefit Severstal by giving it more exposure to the U.S. market," Moscow brokerage Aton told Reuters. As reported in the TCR-Europe on Oct. 27, OAO Severstal expects to raise US$1.7 billion in fresh funds from the sale of 15% of its total shares in an initial public offering in London in November. The proceeds would be used to fund acquisitions and boost Severstal's profile with foreign investors. "We will be ready for big moves in the future in terms of mergers and acquisitions," Alexei Mordashov, Severstal's Chief Exective, said. About Weirton Steel Headquartered in Weirton, West Virginia, Weirton Steel Corporation -- http://www.weirton.com/-- produces flat-rolled carbon steel. Weirton has two principal product lines: tin mill products, which include a range of light gauge steels such as black plate, tin coated steel and electrolytic chromium coated steel that are consumed principally by the container and packaging industry for food cans, general line cans and closure applications, such as caps and lids and sheet steel products, which include hot and cold rolled and both hot-dipped and electrolytic galvanized steel, that are used in end use applications, including the construction, appliance and automotive industries. About Severstal Headquartered in Cherepovets, Russia, OAO Severstal -- http://www.severstal.com/-- is the country's largest steel producer, with steel production of 17.1 million tons in 2005. The Company owns Severstal North America, the fifth largest integrated steel maker in the U.S. with 2005 production of 2.7 million tons, and Lucchini, Italy's second largest steel group with 2005 production of 3.5 million tons. Severstal is one of the world's lowest cost and most profitable steel producers, with 2005 EBITDA per ton of around EUR150 per ton. As of Dec. 31, 2005, Severstal had US$10.75 billion in total assets, US$3.66 billion in total liabilities and US$7.09 billion in total shareholders' equity. SIMPLY CLOTHES: Names Liquidators to Wind Up Business ----------------------------------------------------- David L. Cockshott and Paul A. Whitwam of BWC Business Solutions were appointed Joint Liquidators of Simply Clothes Limited on Nov. 20 for the creditors' voluntary winding-up procedure. The company can be reached at: Simply Clothes Limited 2a Ropergate Pontefract West Yorkshire WF8 1LP United Kingdom Tel: 01977 600849 SOLUTIA INC: U.S. Labor Secretary Wants Plan Confirmation Denied ---------------------------------------------------------------- U.S. Secretary of Labor Elaine L. Chao asks the U.S. Bankruptcy Court for the Southern District of New York to deny confirmation of Solutia Inc. and its debtor-affiliates' Joint Plan of Reorganization because: (i) it is written in a way that it violates, or could be construed to violate, Title I of the Employee Retirement Income Security Act of 1974, 29 U.S.C. Section 1001; and (ii) it provides overly broad release language for non-Debtor parties. Pursuant to her statutory authority to investigate possible violations of Title I of ERISA, the Labor Secretary initiated an investigation with respect to the Solutia Inc. Savings and Investment Plan. On June 27, the Labor Secretary filed a proof of claim against the Debtors in the event violations for breach of fiduciary duties under Title I of ERISA may give rise to claims for restitution of losses against the Plan's fiduciaries. The Claim asserts a contingent and unliquidated amount because the claims bar date was set before the Labor Secretary has completed her investigation. The Labor Secretary opposes the Plan's language to the extent that it could give rise to arguments about whether those claims against the fiduciaries of ERISA-covered plans, parties-in- interest, and knowing participants in fiduciary breaches are released. Usha R. Smerdon, trial attorney for the Office of the Solicitor of the U.S. Labor Department, in Kansas City, Missouri, relates that releases of non-debtors are outside the Court's jurisdiction and authority. Even those courts that have permitted those releases have done so only in very limited circumstances that are not applicable in the Debtors' case, she says. Thus, the Labor Secretary maintains that the Plan should specifically exclude ERISA fiduciaries, parties in interest and knowing participants from its release provisions. Ms. Smerdon states that the non-debtor fiduciaries and other parties may attempt to assert that the Plan precludes any action against them for the restoration of losses to the Plan or for other equitable relief. Moreover, Ms, Smerdon asserts that the non-debtor releases are impermissible like in In re Metromedia Fiber Network, Inc. There are no existing unusual circumstances that would make those releases necessary to the Plan's success, she avers. The Debtors cannot show the exceptional circumstances necessary to justify the non-debtor releases, even if those were appropriate under Section 524(e) of the Bankruptcy Code, Ms. Smerdon tells the Court. Accordingly, the Labor Secretary insists that unless the Debtors amend their Plan to address her objections, the Court should deny the Plan confirmation. Headquartered in St. Louis, Missouri, Solutia, Inc. (OTCBB:SOLUQ) -- http://www.solutia.com/-- with its subsidiaries, make and sell a variety of high-performance chemical-based materials used in a broad range of consumer and industrial applications. The Company filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection from their creditors, they listed US$2,854,000,000 in assets and US$3,223,000,000 in debts. Solutia is represented by Richard M. Cieri, Esq., at Kirkland & Ellis. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. SPIRAL SHOP: Hires Michael Bowell to Liquidate Assets ----------------------------------------------------- Michael Bowell of MBI Equity Ltd. was appointed Liquidator of The Spiral Shop Limited on Nov. 17 for the creditors' voluntary winding-up procedure. The company can be reached at: The Spiral Shop Limited 2 Colemans Bridge Witham Essex CM8 3HP United Kingdom Tel: 0800 587 0121 Fax: 08700940318 SPIRES INTERNATIONAL: Names Stephen M. Rout Liquidator ------------------------------------------------------ Stephen M. Rout of Stephen M. Rout & Company was appointed Liquidator of Spires International (Cambridge) Limited on Nov. 15 for the creditors' voluntary winding-up procedure. The company can be reached at: Spires International (Cambridge) Limited 102 Cherry Hinton Road Cambridge Cambridgeshire B1 7AJ United Kingdom Tel: 01223 300 903 Fax: 01223 358 903 TEQNI-SPRAY: Gerald Irwin Leads Liquidation Procedure ----------------------------------------------------- Gerald Irwin of Irwin & Company was appointed Liquidator of Teqni-Spray Limited on Nov. 20 for the creditors' voluntary winding-up procedure. The company can be reached at: Teqni-Spray Limited 67 Morris Road Leicester Leicestershire LE2 6BR United Kingdom Tel: 0116 270 3535 Fax: 0116 270 1360 UNITED AUTO: Moody's Assigns B3 Rating on US$325-Mln Sr. Notes -------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to United Auto Group's proposed US$325-million senior subordinated notes. At the same time, the company's existing 9.625% subordinated notes were upgraded to B2 from B3, with all other ratings affirmed. The rating outlook is stable. The net proceeds from the subordinated notes are expected to be used to repay around US$50 million outstanding under the US$600- illion revolving credit facility (which may be reborrowed and utilized for general corporate purposes, including acquisitions) with the remainder used to repay floorplan financing and transaction costs. In March 2007, the company intends to re- borrow under its floorplan and U.S. credit agreements and use the proceeds to redeem its existing US$300-million 9.625% senior subordinated notes. The ratings for the senior subordinated facilities reflect both the overall probability of default of the company, to which Moody's assigns a PDR of B1, and a loss given default of LGD5 for the new subordinated notes and convertible senior subordinated notes and an LGD4 for the 9.625% non-convertible senior subordinated notes. The ratings of all three facilities reflect the significant amount of secured debt (floorplan obligations and the secured revolver) ahead of the subordinated notes in the capital structure. The new subordinated notes and convertible notes benefit from the full guarantees of substantially all of the existing and future wholly-owned U.S. subsidiaries, while the existing 9.625% subordinated notes benefit from the full guarantees of substantially all of the existing and future wholly-owned U.S. subsidiaries and partially-owned U.S. subsidiaries. The upgrade in the 9.625% subordinated notes to B2 from B3 reflects a lower expected loss driven largely by a lower LGD point estimate (decrease to 69% from 81%) due to the additional debt cushion (support) provided by the new subordinated notes. The affirmation of United Auto's ratings reflects the company's stable credit profile based on the criteria outlined in Moody's U.S. Auto Retailers Rating Methodology. United maps to a strong single B rating on the majority of the factors described in the methodology despite its modest exposure to the domestic car manufacturers, which continue to experience operating challenges, based on its slightly negative financial metrics and modestly aggressive financial policies (one time debt financed share repurchase earlier in 2006 and ongoing quarterly dividends). Moody's believes that the company's diverse business model and strong cash flow generating abilities help offset these uncertainties and the relatively high adjusted leverage of just over 5x (adjusted debt/EBITDA). Ratings affected: Rating/assessments assigned: -- US$325-Mln Senior subordinated guaranteed notes at B3 (LGD5, 88%) Ratings/assessments revised: -- US$300-Mln senior subordinated guaranteed notes to B2 (LGD4, 69%) from B3 (LGD5, 81%) Ratings affirmed/assessments revised: -- US$375-Mln convertible senior subordinated notes at B3 (LGD 5, 88% from LGD6, 92%); and -- Corporate family rating at B1. United Auto Group, headquartered in Detroit, Michigan, is one of the largest automotive retailers in the U.S. and operates about 320 franchises. Revenues approximated US$11.10.8 billion for the LTM September 2006. TISCALI SPA: Fitch Places CCC Default Rating on Watch Positive -------------------------------------------------------------- Fitch Ratings placed Italy-based Tiscali S.p.A.'s Issuer Default rating of CCC on Rating Watch Positive. Upon receipt of EUR255 million in proceeds from the sale of its Tiscali Netherlands subsidiary, expected to occur on first quarter 2007, the agency anticipates that the Rating watch will be resolved and the IDR will be upgraded to B- from CCC. At the same time, the agency has affirmed the Short-term rating at C and simultaneously withdrawn it. Since September, Tiscali has repaid its EUR209.5 million convertible notes by drawing down on the loan facility provided by Silver Point Capital and by issuing new equity. It has also announced the sale of Tiscali Netherlands to KPN n.v. for EUR255 million, has presented its 2006-2010 business plan and has announced a new EUR280 million facility from Banca Intesa to replace the Silver Point Capital facilities. The new facilities provided by Banca Intesa, together with the proceeds of the sale of Tiscali Netherlands, will enable Tiscali to carry out its plan to invest heavily in infrastructure in its core markets of the U.K. and Italy and to offer new products and services. "Although Fitch remains skeptical over the long-term sustainability of the standalone Internet service-provider business model in the current competitive broadband markets, Tiscali's new financing, combined with the EUR255 million from the sale of Tiscali Netherlands, should provide sufficient flexibility to sustain the business through the medium term," says David Shnaps, Analyst in Fitch's TMT team. "The addition of new products following the acquisition of Video Networks will complement existing services but is unlikely, in Fitch's view, to be a significant driver of the business," Mr. Shnaps added. Fitch's skepticism over the standalone Internet service-provider business model stems from competitors' strong product offerings, superior financial resources, and their willingness to forego incremental earnings in the immediate future, particularly in the U.K. The agency views that standalone ISPs such as Tiscali may find it hard to generate sufficient positive cash flows after investment to pay down debt if these competitive pressures intensify further. Nonetheless, even under a more conservative forecast scenario, Tiscali's disposal proceeds and new Banca Intesa funding should sustain the business in the short to medium term. Furthermore, despite Fitch's views on the standalone ISP business model, the agency supports the company's strategy for maintaining and building on its current broadband base, currently comprising 400,000 LLU and 1.3 million wholesale subscribers. Ultimately, Tiscali's subscribers are expected to remain a valuable and attractive asset to other telecoms providers and this should provide more than sufficient debt coverage for lenders. Tiscali reported revenue from the U.K. and Italy of EUR625 million in the LTM to Q306. This was a 20% increase in the nine months since FY05, while LTM EBITDA from the U.K. and Italy rose to EUR118 million from EUR95 million at FY05. Despite this increase, Tiscali had negative free cash flow of EUR111 million in the 9M to Q306. This is due to interest expenses of EUR21 million and high group capital expenditure cost of EUR125 million, a significant portion of which relates to "broadband service activation costs. Tiscali had 1.7 million broadband subscribers as of September 2006. After executing significant disposals over the past three years, Tiscali has refocused its operations on two core markets, the U.K. and Italy, compared to 15 countries previously. VISION EMPLOYMENT: Creditors' Claims Due Feb. 9, 2007 ----------------------------------------------------- Creditors of Vision Employment (Agency) Ltd. have until Feb. 9, 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: M. H. Abdulali Moore Stephens 6 Ridge House Ridgehouse Drive Festival Park Stoke-on-Trent ST1 5TL United Kingdom The company can be reached at: Vision Employment (Agency) Ltd. 393 Dudley Road Birmingham West Midlands B18 4HD United Kingdom Tel: 0121 555 7577 VISION WINDOWS: Brings In Liquidator from McTear Williams & Wood ---------------------------------------------------------------- Andrew McTear of McTear Williams & Wood was appointed Liquidator of Vision Windows & Conservatories Limited on Nov. 14 for the creditors' voluntary winding-up procedure. Headquarteed in Sudbury, England, Vision Windows & Conservatories Limited -- http://www.upvcglass.co.uk/-- supplies and fits windows and conservatories, doors, cane furniture and, soffits and fascias. * * * As reported in the TCR-Europe on July 5, Standard & Poor's Ratings Services kept its 'B+' long-term corporate credit rating on Russian steelmaker OAO Severstal on CreditWatch with positive implications following the consolidation of the company's mining assets. The rating was placed on CreditWatch on May 26, following the announcement of a previously agreed merger between Severstal and Luxembourg-based steelmaker Arcelor S.A. This merger was cancelled on June 30. As reported in the TCR-Europe on June 28, Fitch Ratings maintained the Rating Watch Positive status for OAO Severstal's ratings of Issuer Default BB-, senior unsecured BB-, Short-term B and National Long-term A+. Severstal, which raised just over US$1 billion placing shares in London this month, plans to acquire more assets on the way to becoming the world's second-largest steel maker, its 41-year-old billionaire owner, Alexei Mordashov, has said. The company, Russia's largest steel maker if foreign assets are included, already has a presence in North America after its purchase of Rouge Steel. * BOOK REVIEW: The Chief Executives ----------------------------------- Author: Isadore Barmash Publisher: Beard Books Paperback: 260 pages List Price: US$34.95 Order your personal copy at http://www.amazon.com/exec/obidos/ASIN/1587982285/Internetbankru pt The Chief Executives by Isadore Barmash is a provocative book dealing with the chief executive cult in America. This should be read by anyone interested in the American corporate system and those who run it. Isadore Barmash, one of the country's most respected business writers, takes a penetrating look into the minds, hearts, consciences, attitudes, and life styles of the CEOs of the 1970s. This surprisingly candid book is based upon extensive research and interviews with influential corporate chiefs, management consultants, and economists. Among others, Reginald Jones of GE, Irving Shapiro of Du Pont, and John de Butts of AT&T offer new insights into management's modus operandi, problems, and their own special public and private worlds. ********* 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 publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$575 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Christopher Beard at 240/629-3300. * * * End of Transmission * * *