TCREUR_Public/070420.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, April 20, 2007, Vol. 8, No. 78

                            Headlines


A U S T R I A

AMADESS ZIEGELHAUS: Claims Registration Period Ends May 16
ANDRUCK & REPRO: Claims Registration Period Ends May 15
BIOLINE NATURHEILMITTEL: Claims Registration Period Ends May 17
CZERMOST HOLDING: Claims Registration Period Ends May 16
D & P LLC: Estate Administrator Declares Insufficient Assets

FRANZ LEITNER: Claims Registration Period Ends May 11
NORTEL NETWORKS: Unit Inks Network Deal with Austrian Railways
PIC - MULTISHOP: Claims Registration Period Ends May 11
TERRA PROMESSA: Claims Registration Period Ends May 11


C Z E C H   R E P U B L I C

ZPS-ELEKTROMONTAZE: Brno Court Declares Business Bankrupt


F R A N C E

SMOBY-MAJORETTE: Deutsche Bank Holds 45% of EUR300-Million Debt


G E R M A N Y

AIR-TECH KLIMAGERATE: Creditors' Meeting Slated for May 11
AKTOR-GPK GMBH: Claims Registration Period Ends June 1
ARTEMIS ENVIROTECH: Claims Registration Period Ends June 11
BLUMHARDT NUTZFAHRZEUGE: Creditors' Meeting Slated for June 6
DELTA-PLAN WESSELING: Claims Registration Period Ends June 5

EDV-INSTITUT OVENTROP: Creditors' Meeting Slated for May 24
ESTRINO GMBH: Creditors' Meeting Slated for May 24
FLEISCHEREI FLESCHENBERG: Claims Registration Ends June 5
GRUNDSTUECKS GMBH: Claims Registration Ends May 21
HOLLWEDEL AUTOMOBILE: Claims Registration Ends June 8

SCHEINER GMBH: Claims Registration Period Ends June 15
SRV KABELSCHUTZROHR: Claims Registration Period Ends May 11
SWEETS & MORE: Creditors' Meeting Slated for June 6
T & G FINANZIERUNGS: Claims Registration Period Ends May 7
TOP AGRODIENST: Claims Registration Period Ends May 11

VAC FINANZIERUNG: Moody's Assigns Loss-Given-Default Rating
WAGENER BAU: Claims Registration Period Ends May 4
WILBERTZ BETEILIGUNGSGESELLSCHAFT: Claims Accepted Until May 12
ZAKO GMBH: Claims Registration Period Ends May 8
ZUGIT GMBH: Claims Registration Period Ends May 22


I T A L Y

BROWN SHOE: Earns US$65.7 Million in Year Ended December 31
CLINICAL DATA: Names James P. Shaffer as PGxHealth Division VP
IMAX CORP: Inks Theatre Systems Installation Pact with Muvico


K A Z A K H S T A N

AIJAN LLP: Creditors Must File Claims by May 25
CONNECT 17: Creditors' Claims Due May 29
COORDINATING CENTRE: Proof of Claim Deadline Slated for May 25
GUK LLP: Claims Registration Ends May 29
PAPRIKA LLP: Claims Filing Period Ends May 29

STARTELECOM LLP: Creditors Must File Claims by May 25
STROYTORGMETERIALY LLP: Creditors' Claims Due May 29
TECHNO PLUS: Proof of Claim Deadline Slated for May 29
TEI HAI: Claims Registration Ends May 29


K Y R G Y Z S T A N

POLIEX CJSC: Claims Filing Period Ends June 6


L U X E M B O U R G

BREEZE FINANCE: Moody's Rates EUR84-Million Class B Notes at Ba1


N E T H E R L A N D S

HSBK B.V.: Fitch Assigns BB+ Ratings to Upcoming Bond Issue
PLAYLOGIC ENTERTAINMENT: Auditors Express Going Concern Doubt
X5 RETAIL: Posts US$103-Million Net Profit in Full Year 2006


P O L A N D

TK ALUMINUM: Completes Sale of Polish Unit to Tenedora Nemak


R U S S I A

ABSOLUT BANK: KBC Bank Deal Cues Fitch to Put B IDR on Watch
AVERS LLC: Creditors Must File Claims by May 1
BALTFURNITURA OJSC: Bankruptcy Hearing Slated for June 4
DUBYNSKOYE OJSC: Creditors Must File Claims by May 31
ENISEY LLC: Creditors Must File Claims by May 1

EURO-SOYUZ CJSC: Creditors Must File Claims by May 1
GENERAL TRADING: Court Names Zh. Tachkova as Insolvency Manager
MATVEEVKA-AGRO-KHIMIYA: Creditors Must File Claims by May 31
MONCHEGORSKOYE INDUSTRIAL: Creditors Must File Claims by May 31
NEW WORLD: Creditors Must File Claims by May 31

PROGRESS-GARANT: Fitch Affirms then Withdraws B- Ratings
SALEKHARD-FISH LLC: Creditors Must File Claims by May 1
SALOMATIN OJSC: Creditors Must File Claims by May 31
SISTEMA JOINT: Moody's Assigns Loss-Given-Default Rating
STAROBUYANSKOYE OJSC: Asset Sale Slated for April 30

TIKOM CJSC: Creditors Must File Claims by May 1
TRADING CENTRE: Court Names M. Kuvshinova as Insolvency Manager
USMAN'-BRICK LLC: Creditors Must File Claims by May 31
X5 RETAIL: Posts US$103-Million Net Profit in Full Year 2006

* Fitch Gives Novosibirsk Region BB- Rating with Stable Outlook
* Fitch Assigns Penza Region BB Ratings with Stable Outlook


S P A I N

HIPOTECARIO BBK I: Moody's Rates EUR14.3-Million Notes at (P)Ba2


S W I T Z E R L A N D

C-PRINT JSC: St. Gallen Court Starts Bankruptcy Proceedings
GEBR. MAINETTI JSC: Creditors' Liquidation Claims Due May 4
JET HANDELS JSC: Creditors' Liquidation Claims Due June 4
TRAUBE BIGEL: Bern Court Closes Bankruptcy Proceedings
ZUMBACH FURST + PARTNER: Zurich Court Starts Bankruptcy Process


T U R K E Y

VESTEL ELEKTRONIK: Moody's Assigns Loss-Given-Default Rating


U N I T E D   K I N G D O M

AMWORTH LTD: Taps Joint Administrators from Tenon Recovery
ARABELLA OF LONDON: Calls In Liquidators from Ashcrofts
BALL CORP: Fitch Holds BB Issuer Default Rating
BLANDFORD DIRECT: Creditors' Meeting Slated for May 2
BRITISH AIRWAYS: Cabin Crew Union Accepts Airline's Proposal

CENTRAL DAIRIES: Brings In Begbies Traynor as Administrators
CLARKSON KNITTING: Appoints Joint Administrators from PwC
CONSTELLATION BRANDS: Peter Soderberg to Join Board of Directors
CONSTELLATION BRANDS: Earns US$331.9 Mln for Year Ended Feb. 28
CORUS GROUP: Fitch Retains Rating Watch Negative on BB- IDR

CUNLIFFE ELECTRICAL: Names Administrators from Begbies Traynor
ECLIPSE 2007-1: Fitch Puts BB Rating on GBP9.9-Mln Class E Notes
FORD MOTOR: Selling ACH Glass Business to Glass Products
FOXHIGH LTD: Creditors' Meeting Slated for April 26
GENERAL MOTORS: Cuts Jobs in Belgium, Plans Growth in Asia

INNKING LTD: Claims Filing Period Ends April 12
JEFF KILLICK: Hires Liquidators from Begbies Traynor
LEEK FINANCE: Moody's Assigns Ba3 Rating to Two Note Classes
LITTLE GIANT: Creditors' Meeting Slated for April 26
MANOR HOUSE: Claims Filing Period Ends May 18

NEXT CIVIL: Creditors' Meeting Slated for May 2
PAINT POTS: Creditors' Meeting Slated for May 3
PAPERFREE SYSTEMS: T. Papanicola Leads Liquidation Procedure
PENNY PLAIN: Creditors' Meeting Slated for May 2
PROFESSIONAL FINANCIAL: Brings In Liquidators from KPMG

RESLOC UK: Standard & Poor's Rates Class F Notes at B
ULTRA BRITE: Creditors' Meeting Slated for April 25
VONAGE HOLDINGS: 2006 Results Includes Bankruptcy Warning
YELL GROUP: Moody's Assigns Loss-Given-Default Rating

* BOOK REVIEW: Ancient Law (Law Classic)

                            *********

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


AMADESS ZIEGELHAUS: Claims Registration Period Ends May 16
----------------------------------------------------------
Creditors owed money by LLC Amadess Ziegelhaus (FN 158459d) have
until May 16 to file written proofs of claim to court-appointed
estate administrator Eva Wexberg at:

         Dr. Eva Wexberg
         c/o Dr. Walter Kainz
         Gusshausstrasse 23
         1040 Vienna
         Austria
         Tel: 505 88 31
         Fax: 505 94 64
         E-mail: kanzlei@kainz-wexberg.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 10:10 a.m. on May 30 for the
examination of claims.

The meeting of creditors will be held at:

         The Trade Court of Vienna
         Room 1707
         Vienna
         Austria

Headquartered in Vienna, Austria, the Debtor declared bankruptcy
on March 26 (Bankr. Case No. 2 S 44/07v).  Walter Kainz
represents Dr. Wexberg in the bankruptcy proceedings.


ANDRUCK & REPRO: Claims Registration Period Ends May 15
-------------------------------------------------------
Creditors owed money by LLC Andruck & Repro (FN 107626z) have
until May 15 to file written proofs of claim to court-appointed
estate administrator Johannes Mueller at:

         Dr. Johannes Mueller
         Landhausgasse 4
         Minoritenplatz 6
         1010 Vienna
         Austria
         Tel: 535 06 82
         Fax: 535 06 829
         E-mail: borth.mueller@aon.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 9:45 a.m. on May 29 for the
examination of claims.

The meeting of creditors will be held at:

         The Trade Court of Vienna
         Room 1607
         16th Floor
         Vienna
         Austria

Headquartered in Vienna, Austria, the Debtor declared bankruptcy
on March 26 (Bankr. Case No. 28 S 36/07h).


BIOLINE NATURHEILMITTEL: Claims Registration Period Ends May 17
---------------------------------------------------------------
Creditors owed money by LLC BIOLINE Naturheilmittel (FN 178875b)
have until May 17 to file written proofs of claim to court-
appointed estate administrator Markus Siebinger at:

         Mag. Markus Siebinger
         c/o Dr. Karl Schirl
         Krugerstrasse 17/3
         1010 Vienna
         Tel: 513 22 31
         Fax: 513 22 31 1
         E-mail: markus.siebinger@der-rechtsanwalt.at
                 dr.karl.schirl@der-rechtsanwalt.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 10:15 a.m. on May 31 for the
examination of claims.

The meeting of creditors will be held at:

         The Trade Court of Vienna
         Room 1701
         17th Floor
         Vienna
         Austria

Headquartered in Vienna, Austria, the Debtor declared bankruptcy
on March 23 (Bankr. Case No. 6 S 36/07x).


CZERMOST HOLDING: Claims Registration Period Ends May 16
--------------------------------------------------------
Creditors owed money by LLC CzerMoSt Holding (FN 234434g) have
until May 16 to file written proofs of claim to court-appointed
estate administrator Kurt Bernegger at:

         Kurt Bernegger
         c/o Mag. Waltraud Kohlfuerst
         Jaquingasse 21
         1030 Vienna
         Austria
         Tel: 01/799 15 80
         Fax: 01/796 59 14
         E-mail: kanzlei@bernegger-wt.com

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 10:30 a.m. on May 30 for the
examination of claims.

The meeting of creditors will be held at:

         The Trade Court of Vienna
         Room 1707
         17th Floor
         Vienna
         Austria

Headquartered in Vienna, Austria, the Debtor declared bankruptcy
on March 26 (Bankr. Case No. 2 S 11/07s).  Waltraud Kohlfuerst
represents Mr. Bernegger in the bankruptcy proceedings.


D & P LLC: Estate Administrator Declares Insufficient Assets
------------------------------------------------------------
Dr. Hans Rant, the court-appointed estate administrator for
LLC d & p (FN 189971w), declared March 23 that the Debtor's
property is insufficient to cover creditors' claim.

The Trade Court of Vienna is yet to rule on the property
manager's claim.

Headquartered in Vienna, Austria, the Debtor declared bankruptcy
on March 12 (Bankr. Case No. 5 S 29/07k).  Kurt Freyler
represents Dr. Rant in the bankruptcy proceedings.

The estate administrator can be reached at:

         Dr. Hans Rant
         c/o Dr. Kurt Freyler
         Seilerstatte 5
         1010 Vienna
         Austria
         Tel: 513 31 65
         Fax: 512 20 01
         E-mail: ra-kanzlei@rant-freyler.at


FRANZ LEITNER: Claims Registration Period Ends May 11
-----------------------------------------------------
Creditors owed money by LLC Franz Leitner (FN 87516a) have until
May 11 to file written proofs of claim to court-appointed estate
administrator Oskar Welzl at:

         Dr. Oskar Welzl
         c/o Mag. Christopher Schuster
         Fabrikstrasse 3
         4020 Linz
         Austria
         Tel: 0732/773333-0
         Fax: 0732/773333-44
         E-mail: ra-welzl@aon.at
                 ra-schuster@aon.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 9:00 a.m. on May 25 for the
examination of claims.

The meeting of creditors will be held at:

         The Land Court of Linz
         Room 522
         Fifth Floor
         Linz
         Austria

Headquartered in Arnreit, Austria, the Debtor declared
bankruptcy on March 22 (Bankr. Case No. 12 S 30/07k).
Christopher Schuster represents Dr. Welzl in the bankruptcy
proceedings.


NORTEL NETWORKS: Unit Inks Network Deal with Austrian Railways
--------------------------------------------------------------
Austrian Railways (OBB) has selected Kapsch CarrierCom AG and
Nortel Networks Limited to deploy a national network that will
deliver vital uninterrupted communications for staff working on
trains and ground-based operations.

Kapsch CarrierCom will provide OBB with a new digital European
standard GSM-R system for connecting railway staff on board OBB
trains to the European railway radio system.  The system will
also create a secure ground-based platform to deliver enhanced
voice and data communications within Austria and abroad.
Initially, digital radio communications will be installed on
trains serving OBB's main international routes, which cross
borders to Germany and countries in Eastern Europe.

Creating the new digital railroad radio system for OBB is a
turnkey project with Nortel as the sole GSM-R infrastructure
equipment provider.  Kapsch CarrierCom is the general contractor
responsible for delivering all contractually agreed network
elements and services from network planning through to
commissioning and servicing.  Kapsch CarrierCom is also working
with OBB-Infrastruktur Bau AG, which is providing a major part
of the infrastructure requirement and with other Austrian
companies.

"Kapsch CarrierCom is a leader in implementing digital railroad
communications in Europe," Thomas Schopf, Kapsch CarrierCom
director, said.  "By adding our decades of analogue know-how and
the latest digital knowledge to Nortel's GSM-R expertise we're
able to support OBB's communications services and help them
enhance staff efficiency and deliver passenger satisfaction."

"This win with Kapsch in Austria will expand and simplify
digital railroad communications in Central Europe," Wim te Niet,
Nortel Central Region president, said.  "GSM-R network coverage
for this key railway corridor is vital for creating a uniform
cross-border digital train radio system.  Once OBB's system is
up and running its international freight and passenger trains
will need only one on-board communication system."

"This new contract underscores Nortel's continuing commitment to
GSM and we're delighted to be playing our part in establishing a
new era of wireless communications that is making European rail
travel more efficient, simpler, convenient and safe," Gerry
Collins, leader Wireless EMEA, Nortel, said.  "With Kapsch
CarrierCom Nortel has successfully deployed GSM-R networks in
the Czech Republic and Slovakia.  Now that we've secured the
major GSM-R projects in Central Europe, Nortel intends to make
tracks into neighbouring countries in Eastern and Southern
Europe."

A world leader in GSM-R technology, Nortel has to date been
selected to deploy GSM-R networks in three continents and ten
countries, including national deployments for the three largest
railway operations in Europe-RFF in France, Network Rail in
Great Britain and Deutsche Bahn in Germany.  Most recently
Nortel was selected by the Algerian SNTF for the first GSM-R
contract on the African continent and by TP Ferro for the high-
speed Figueras-Perpignan line connecting Spain and France.

Nortel has been a pioneer in the GSM-R standards process since
1992 and works with Union Internationale des Chemins de Fer
(UIC) and the Europe Telecommunications Standards Institute
(ETSI) on standards improvements.  Nortel supplied equipment for
the initial Mobile Radio for Railways Networks in Europe
(MORANE) trial and was a major contributor to the European
Integrated Railway Radio Enhanced Network (EIRENE) GSM-R
standard.

                   About Kapsch CarrierCom AG

Kapsch CarrierCom AG is a Kapsch Group company that specializes
in voice and data transmission solutions for landline and mobile
network operators.  Kapsch CarrierCom caters for every stage in
the process - from analysis, consulting, design, development,
installation and training to the maintenance and operation of
entire networks.

                         About Nortel

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- is a recognized
leader in delivering communications capabilities that enhance
the human experience, ignite and power global commerce, and
secure and protect the world's most critical information.
Serving both service provider and enterprise customers, Nortel
delivers innovative technology solutions encompassing end-to-end
broadband, Voice over IP, multimedia services and applications,
and wireless broadband designed to help people solve the world's
greatest challenges Nortel does business in more than 150
countries including the United Kingdom, Denmark, Russia, Norway,
Australia, Brazil, China, Singapore, among others.

                           *    *    *

Dominion Bond Rating Service confirmed the long-term ratings of
Nortel Networks Capital Corporation, Nortel Networks
Corporation, and Nortel Networks Limited at B (low) along with
the preferred share ratings of Nortel Networks Limited at Pfd-5
(low).  All trends are Stable.

DBRS confirmed B (low) Stb Senior Unsecured Notes; B (low) Stb
Convertible Notes; B (low) Stb Notes & Long-Term Senior Debt;
Pfd-5 (low) Stb Class A, Redeemable Preferred Shares; and Pfd-5
(low) Stb Class A, Non-Cumulative Redeemable Preferred Shares.

Additionally, Moody's Investors Service affirmed the B3
corporate family rating of Nortel; assigned a B3 rating to the
proposed US$2billion senior note issue; downgraded the US$200
million 6.875% Senior Notes due 2023 and revised the outlook to
stable from negative.

Standard & Poor's also affirmed its 'B-' long-term and 'B-2'
short-term corporate credit ratings on the company, and assigned
its 'B-' senior unsecured debt rating to the company's proposed
US$2 billion notes.  S&P said the outlook is stable.


PIC - MULTISHOP: Claims Registration Period Ends May 11
-------------------------------------------------------
Creditors owed money by LLC PIC - Multishop (FN 155614w) have
until May 11 to file written proofs of claim to court-appointed
estate administrator Georg Maxwald at:

         Dr. Georg Maxwald
         Dametzstr. 51
         4020 Linz
         Austria
         Tel: 0732/771141
         Fax: 0732/783044
         E-mail: maxwald-bauer@aon.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 10:30 a.m. on May 25 for the
examination of claims.

The meeting of creditors will be held at:

         The Land Court of Linz
         Room 522
         Fifth Floor
         Linz
         Austria

Headquartered in Linz, Austria, the Debtor declared bankruptcy
on March 26 (Bankr. Case No. 12 S 33/07a).


TERRA PROMESSA: Claims Registration Period Ends May 11
------------------------------------------------------
Creditors owed money by LLC Terra Promessa (FN 189753z) have
until May 11 to file written proofs of claim to court-appointed
estate administrator Philipp Dobner at:

         Dr. Philipp Dobner
         Mariahilfer Strasse 50
         1070 Vienna
         Austria
         Tel: 523 62 00
         Fax: 526 72 74
         E-mail: schulyok-unger@csg.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 9:45 a.m. on May 25 for the
examination of claims.

The meeting of creditors will be held at:

         Trade Court of Vienna
         Room 1607
         Vienna
         Austria

Headquartered in Vienna, Austria, the Debtor declared bankruptcy
on March 23 (Bankr. Case No. 28 S 35/07m).


===========================
C Z E C H   R E P U B L I C
===========================


ZPS-ELEKTROMONTAZE: Brno Court Declares Business Bankrupt
---------------------------------------------------------
The Regional in Brno Court has declared ZPS-Elektromontaze a.s.
bankrupt, Czech News Agency reports citing the Justice Ministry
Web site.

Subsequently, the court appointed Pavel Bundil as receiver of
the company.

Headquartered in Zlin, Czech Republic, ZPS-Elektromontaze had
sales of CZK153 million in 2005.  It employed 50 people.


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


SMOBY-MAJORETTE: Deutsche Bank Holds 45% of EUR300-Million Debt
---------------------------------------------------------------
Deutsche Bank has acquired 45% of Smoby-Majorette's EUR300-
million debt, Plastics Information Europe reports.

Deutsche Bank leads the company's creditors in the race to
acquire a shareholding in Smoby, with two other toy groups
expressing interest.

Smoby-Majorette has six months to find a partner or investors
after applying for protection against creditors in March under
French law.

The TCR-Europe reported on April 5 that U.S. company MGA
Entertainment, a manufacturer of Bratz dolls, and Cornerstone,
one of China's biggest toy and game makers and distributors,
have emerged as potential buyers of Smoby-Majorette.  The two
toy makers offered about EUR60 million each to acquire Smoby-
Majorette, which has a market capitalization of EUR25.5 million.

Meanwhile, Smoby-Majorette's founding family has expressed its
support for MGA Entertainment's bid after Cornerstone's offer
fueled fears that jobs might be moved to China if the bid is
successful.  The French company and MGA Entertainment are
currently negotiating the amount of debt repayment and how much
recapitalization the U.S. toy maker will provide.

                           About Smoby

Headquartered in Lavans les Saint-Claude, France, Smoby --
http://www.smoby.fr-- specializes in the creation, development,
production and distribution of toys for children from birth to
age 10.  Its toy collection includes over 2,000 products divided
into groups for specific age ranges.  Its products are marketed
under such brand names as Smoby, Berchet, Ecoiffier, Majorette,
Solido, Smoby Engineering and Mob.  The Company's principal
subsidiaries include Ecoiffier, which focuses on the design and
production of toys, and Mob, which is a producer of plastic
packaging.  Smoby has a presence in over 90 countries globally,
with commercial and/or industrial operations in South America,
Asia and throughout Europe.  The Company's products are sold
worldwide through a network of 18 subsidiaries, with 65% of
sales generated outside of France.  In France, the Company
employs 1, 300 workers.

Smoby requested for bankruptcy protection, which commenced on
March 19, hoping to snag an investor who will inject fresh
capital yet remain a minority, as the company grapples with a
EUR330-million debt.

The company reported a net loss of EUR15.87 million for the year
ended March 31, 2006, compared with a net profit of
EUR1.56 million in 2005.


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G E R M A N Y
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AIR-TECH KLIMAGERATE: Creditors' Meeting Slated for May 11
----------------------------------------------------------
The court-appointed insolvency manager for AIR-Tech Klimagerate
GmbH, Stephan Koenicke, will present his first report on the
Company's insolvency proceedings at a creditors' meeting at
10:30 a.m. on May 11.

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

         The District Court of Saarbruecken
         Meeting Hall 24
         Second Floor
         Aussenstelle Sulzbach
         Vopeliusstrasse 2
         66280 Sulzbach
         Germany

The Court will also verify the claims set out in the insolvency
manager's report at 10:40 a.m. on June 29, at the same venue.

Creditors have until June 8 to register their claims with the
court-appointed insolvency manager.

The insolvency manager can be reached at:

         Stephan Koenicke
         Beethovenstrasse 16
         66606 St. Wendel
         Germany
         Tel: 06851/ 939 8770
         Fax: 06851/ 939 8790

The District Court of Saarbruecken opened bankruptcy proceedings
against AIR-Tech Klimagerate GmbH on April 5.  Consequently, all
pending proceedings against the company have been automatically
stayed.

The Debtor can be reached at:

         AIR-Tech Klimagerate GmbH
         Attn: Stefan Becker, Manager
         Klopp 6
         66629 Freisen
         Germany


AKTOR-GPK GMBH: Claims Registration Period Ends June 1
------------------------------------------------------
Creditors of AKTOR-GPK GmbH have until June 1 to register their
claims with court-appointed insolvency manager Dirk Meimberg.

Creditors and other interested parties are encouraged to attend
the meeting at 10:30 a.m. on June 26, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Neumuenster
         Area B 031
         Law Courts
         Boostedter Strasse 26
         Neumuenster
         Germany

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

The insolvency manager can be contacted at:

         Dirk Meimberg
         Sophienblatt 44-46
         24114 Kiel
         Germany

The District Court of Neumuenster opened bankruptcy proceedings
against AKTOR-GPK GmbH on April 1.  Consequently, all pending
proceedings against the company have been automatically stayed.

The Debtor can be contacted at:

         AKTOR-GPK GmbH
         Attn: Axel Schmidt, Manager
         Kronsberg 3
         24161 Altenholz
         Germany


ARTEMIS ENVIROTECH: Claims Registration Period Ends June 11
-----------------------------------------------------------
Creditors of Artemis Envirotech GmbH & Co. KG have until June 11
to register their claims with court-appointed insolvency manager
Hubert Ampferl.

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

The meeting of creditors will be held at:

         The District Court of Nuremberg
         Meeting Hall 126/I
         Flaschenhofstr. 35
         Nuremberg
         Germany

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

The insolvency manager can be contacted at:

         Dr. Hubert Ampferl
         Stahlstr. 17
         90411 Nuremberg
         Germany
         Tel: (0911) 951285-0
         Fax: (0911) 951285-10

The District Court of Nuremberg opened bankruptcy proceedings
against Artemis Envirotech GmbH & Co. KG on April 5.
Consequently, all pending proceedings against the company have
been automatically stayed.

The Debtor can be contacted at:

         Artemis Envirotech GmbH & Co. KG
         Attn: Patrick Kerscher, Manager
         Allersberger Str. 32
         90461 Nuremberg
         Germany


BLUMHARDT NUTZFAHRZEUGE: Creditors' Meeting Slated for June 6
-------------------------------------------------------------
The court-appointed insolvency manager for Blumhardt
Nutzfahrzeuge Vermietungs GmbH, Klaus Thiery, will present his
first report on the Company's insolvency proceedings at a
creditors' meeting at 10:00 a.m. on June 6.

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

         The District Court of Saarbruecken
         Meeting Hall 24
         Second Floor
         Aussenstelle Sulzbach
         Vopeliusstrasse 2
         66280 Sulzbach
         Germany

The Court will also verify the claims set out in the insolvency
manager's report at 9:00 a.m. on July 4, at the same venue.

Creditors have until June 13 to register their claims with the
court-appointed insolvency manager.

The insolvency manager can be reached at:

         Klaus Thiery
         Poststrasse 30
         66687 Wadern
         Germany
         Tel: (06871) 90030
         Fax: (06871) 900321

The District Court of Saarbruecken opened bankruptcy proceedings
against Blumhardt Nutzfahrzeuge Vermietungs GmbH on April 4.
Consequently, all pending proceedings against the company have
been automatically stayed.

The Debtor can be reached at:

         Blumhardt Nutzfahrzeuge Vermietungs GmbH
         Suedstrasse 16
         66780 Rehlingen-Siersburg
         Germany


DELTA-PLAN WESSELING: Claims Registration Period Ends June 5
------------------------------------------------------------
Creditors of DELTA-PLAN Wesseling Ingenieurgesellschaft mbH have
until June 5 to register their claims with court-appointed
insolvency manager Dr. Hans-Joerg Graf.

Creditors and other interested parties are encouraged to attend
the meeting at 10:00 a.m. on June 26, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Cologne
         Meeting Hall 14
         Ground Floor
         Luxemburger Strasse 101
         50939 Cologne
         Germany

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

The District Court of Cologne opened bankruptcy proceedings
against DELTA-PLAN Wesseling Ingenieurgesellschaft mbH on
March 23.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be contacted at:

         DELTA-PLAN Wesseling Ingenieurgesellschaft mbH
         Attn: Guenter Recktenwald, Manager
         Koelner Strasse 6
         50389 Wesseling
         Germany


EDV-INSTITUT OVENTROP: Creditors' Meeting Slated for May 24
-----------------------------------------------------------
The court-appointed insolvency manager for EDV-Institut Oventrop
Berlin GmbH, Petra Hilgers, will present her first report on the
Company's insolvency proceedings at a creditors' meeting at
10:20 a.m. on May 24.

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

         The District Court of Charlottenburg
         Hall 218
         Second Floor
         Amtsgerichtsplatz 1
         14057 Berlin
         Germany

The Court will also verify the claims set out in the insolvency
manager's report at 10:05 a.m. on Aug. 30, at the same venue.

Creditors have until July 5 to register their claims with the
court-appointed insolvency manager.

The insolvency manager can be reached at:

         Dr. Petra Hilgers
         Goethestr. 85
         10623 Berlin
         Germany

The District Court of Charlottenburg opened bankruptcy
proceedings against EDV-Institut Oventrop Berlin GmbH on
April 1.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         EDV-Institut Oventrop Berlin GmbH
         Otto-Suhr-Allee 7
         10585 Berlin
         Germany


ESTRINO GMBH: Creditors' Meeting Slated for May 24
--------------------------------------------------
The court-appointed insolvency manager for ESTRINO GmbH,
Detlef Ruediger Beckmann, will present his first report on the
Company's insolvency proceedings at a creditors' meeting at
10:25 a.m. on May 24.

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

         The District Court of Charlottenburg
         Hall 218
         Second Floor
         Amtsgerichtsplatz 1
         14057 Berlin
         Germany

The Court will also verify the claims set out in the insolvency
manager's report at 10:10 a.m. on Aug. 30, at the same venue.

Creditors have until July 5 to register their claims with the
court-appointed insolvency manager.

The insolvency manager can be reached at:

         Dr. Detlef Ruediger Beckmann
         Lindenallee 33
         14050 Berlin
         Germany

The District Court of Charlottenburg opened bankruptcy
proceedings against ESTRINO GmbH on March 30.  Consequently, all
pending proceedings against the company have been automatically
stayed.

The Debtor can be reached at:

         ESTRINO GmbH
         Reuchlinstr. 10-11
         10553 Berlin
         Germany


FLEISCHEREI FLESCHENBERG: Claims Registration Ends June 5
---------------------------------------------------------
Creditors of Fleischerei Fleschenberg GmbH have until June 5 to
register their claims with court-appointed insolvency manager
Dr. Marc d'Avoine.

Creditors and other interested parties are encouraged to attend
the meeting at 11:10 a.m. on June 26, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Cologne
         Meeting Hall 142
         First Floor
         Luxemburger Strasse 101
         50939 Cologne
         Germany

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

The insolvency manager can be reached at:

         Dr. Marc d'Avoine
         Doeppersberg 19
         42103 Wuppertal
         Germany

The District Court of Cologne opened bankruptcy proceedings
against Fleischerei Fleschenberg GmbH on April 1.  Consequently,
all pending proceedings against the company have been
automatically stayed.

The Debtor can be reached at:

         Fleischerei Fleschenberg GmbH
         Stumpf 31
         42929 Wermelskirchen
         Germany


GRUNDSTUECKS GMBH: Claims Registration Ends May 21
--------------------------------------------------
Creditors of Grundstuecks GmbH & Co. KG have until May 21 to
register their claims with court-appointed insolvency manager
Dr. Christoph Schulte-Kaubruegger.

Creditors and other interested parties are encouraged to attend
the meeting at 11:35 a.m. on June 21, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Charlottenburg
         Second Stock Hall 218
         Amtsgerichtsplatz 1
         14057 Berlin
         Germany

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

The insolvency manager can be reached at:

         Dr. Christoph Schulte-Kaubruegger
         Genthiner Str. 48
         10785 Berlin
         Germany

The District Court of Charlottenburg opened bankruptcy
proceedings against Grundstuecks GmbH & Co. KG on April 1.
Consequently, all pending proceedings against the company have
been automatically stayed.

The Debtor can be reached at:

         Grundstuecks GmbH & Co. KG
         Pohlstr. 20
         10785 Berlin
         Germany


HOLLWEDEL AUTOMOBILE: Claims Registration Ends June 8
-----------------------------------------------------
Creditors of Hollwedel Automobile GmbH have until June 8 to
register their claims with court-appointed insolvency manager
Christian Hanken.

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

The meeting of creditors will be held at:

         The District Court of Aurich
         Hall 018
         Schlossplatz 2
         26603 Aurich
         Germany

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

The insolvency manager can be reached at:

         Christian Hanken
         Wallstrasse 3
         D 26409 Wittmund
         Germany
         Tel: 04462/91 9114
         Fax: 04462/91 9191

The District Court of Aurich opened bankruptcy proceedings
against Hollwedel Automobile GmbH on April 2.  Consequently, all
pending proceedings against the company have been automatically
stayed.

The Debtor can be reached at:

         Hollwedel Automobile GmbH
         Drechsler Weg 1
         26409 Wittmund
         Germany

         Attn: Johann Hollwedel
         Drechslerweg 1
         26409 Wittmund
         Germany


SCHEINER GMBH: Claims Registration Period Ends June 15
------------------------------------------------------
Creditors of Scheiner GmbH have until June 15 to register their
claims with court-appointed insolvency manager Hans-Gert Dhonau.

Creditors and other interested parties are encouraged to attend
the meeting at 10:00 a.m. on July 6, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Bad Kreuznach
         Hall 34
         Ringstrasse 79
         55543 Bad Kreuznach
         Germany

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

The insolvency manager can be reached at:

         Dr. Hans-Gert Dhonau
         Bahnhofstr. 7
         D 55566 Bad Sobernheim
         Germany
         Tel: 06751/938013
         Fax: 06751/9380-36

The District Court of Bad Kreuznach opened bankruptcy
proceedings against Scheiner GmbH on March 26.  Consequently,
all pending proceedings against the company have been
automatically stayed.

The Debtor can be reached at:

         Scheiner GmbH
         Attn: Guenter Helfenstein, Manager
         Kreuznacher Str. 35
         55568 Staudernheim
         Germany


SRV KABELSCHUTZROHR: Claims Registration Period Ends May 11
-----------------------------------------------------------
Creditors of SRV Kabelschutzrohr Verlegung GmbH have until
May 11 to register their claims with court-appointed insolvency
manager Christoph Schulte-Kaubruegger.

Creditors and other interested parties are encouraged to attend
the meeting at 1:30 p.m. on June 13, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Potsdam
         Hall 301
         Third Floor
         Nebenstelle Lindenstrasse 6
         14467 Potsdam
         Germany

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

The insolvency manager can be reached at:

         Dr. Christoph Schulte-Kaubruegger
         Genthiner Strasse 48
         10785 Berlin
         Germany

The District Court of Potsdam opened bankruptcy proceedings
against SRV Kabelschutzrohr Verlegung GmbH on April 4.
Consequently, all pending proceedings against the company
have been automatically stayed.

The Debtor can be reached at:

         SRV Kabelschutzrohr Verlegung GmbH
         Heroldplatz 18
         14641 Wustermark
         Germany


SWEETS & MORE: Creditors' Meeting Slated for June 6
---------------------------------------------------
The court-appointed insolvency manager for Sweets & More GmbH
Food Service, Christoph Schulte-Kaubruegger, will present his
first report on the Company's insolvency proceedings at a
creditors' meeting at 9:20 a.m. on June 6.

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

         The District Court of Charlottenburg
         Second Stock Hall 218
         Amtsgerichtsplatz 1
         14057 Berlin
         Germany

The Court will also verify the claims set out in the insolvency
manager's report at 9:05 a.m. on Aug. 1 at the same venue.

Creditors have until June 6 to register their claims with the
court-appointed insolvency manager.

The insolvency manager can be reached at:

         Dr. Christoph Schulte-Kaubruegger
         Genthiner Strasse 48
         10785 Berlin
         Germany

The District Court of Charlottenburg opened bankruptcy
proceedings against Sweets & More GmbH Food Service on April 3.
Consequently, all pending proceedings against the company have
been automatically stayed.

The Debtor can be reached at:

         Sweets & More GmbH Food Service
         Bundesallee 186/187
         10717 Berlin
         Germany


T & G FINANZIERUNGS: Claims Registration Period Ends May 7
----------------------------------------------------------
Creditors of T & G Finanzierungs-Vermittlungs GmbH have until
May 7 to register their claims with court-appointed insolvency
manager Thomas Illy.

Creditors and other interested parties are encouraged to attend
the meeting at 10:00 a.m. on June 6, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Bingen am Rhein
         Hall 9
         Mainzer Strasse 52
         55411 Bingen am Rhein
         Germany

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

The insolvency manager can be contacted at:

         Thomas Illy
         Hitchinstr. 29 a
         55411 Bingen am Rhein
         Germany
         Tel: 06721-185624
         Fax: 06721-185625

The District Court of Bingen am Rhein opened bankruptcy
proceedings against T & G Finanzierungs-Vermittlungs GmbH on
April 5.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be contacted at:

         T & G Finanzierungs-Vermittlungs GmbH
         Attn: Alfons Bruessel, Manager
         Mainzer Str. 60a
         55437 Ockenheim
         Germany


TOP AGRODIENST: Claims Registration Period Ends May 11
------------------------------------------------------
Creditors of TOP Agrodienst GmbH have until May 11 to register
their claims with court-appointed insolvency manager
Bernd Krumbholz.

Creditors and other interested parties are encouraged to attend
the meeting at 11:10 a.m. on June 12, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Gera
         Room 317
         Rudolf-Diener-Str. 1
         Gera
         Germany

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

The insolvency manager can be reached at:

         Bernd Krumbholz
         Fr.-Engels-Str. 1a
         07545 Gera
         Germany

The District Court of Gera opened bankruptcy proceedings against
TOP Agrodienst GmbH on April 4.  Consequently, all pending
proceedings against the company have been automatically stayed.

The Debtor can be reached at:

         TOP Agrodienst GmbH
         Attn: Hans-Ulrich Frommelt, Manager
         Am Dasslit-zer Kreuz 11
         07957 Langenwetzendorf
         Germany


VAC FINANZIERUNG: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the corporate families in the
Telecommunications, Media and Technology sectors last week, the
rating agency confirmed its B2 Corporate Family Rating for VAC
Finanzierung GmbH.

Moody's also assigned a B2 Probability-of-Default rating to the
company.

Debt ratings remain unchanged in conjunction with the
implementation of Moody's Loss Given Default and Probability of
Default rating methodology for existing non-financial
speculative-grade corporate issuers in Europe, Middle East and
Africa.

                                             Projected
                           POD      LGD      Loss-Given
   Debt Issue              Rating   Rating   Default
   ----------              -------  -------  --------
   Sr. Sec. Regular
   Bond/Debenture
   Due 2016                B3       LGD4     58%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating
methodology will also enhance the consistency in Moody's
notching practices across industries and will improve the
transparency and accuracy of Moody's ratings as Moody's research
has shown that credit losses on bank loans have tended to be
lower than those for similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's
alphanumeric scale.  They express Moody's opinion of the
likelihood that any entity within a corporate family will
default on any of its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's
opinion of expected loss are expressed as a percent of principal
and accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%)
to LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Hanau, Germany, Vacuumschmelze GmbH & Co KG
specializes in high-end magnetic materials, offering engineering
solutions, parts, components, modules and assembly to nine
principal market segments.


WAGENER BAU: Claims Registration Period Ends May 4
--------------------------------------------------
Creditors of Wagener Bau GmbH have until May 4 to register their
claims with court-appointed insolvency manager Horst Piepenburg.

Creditors and other interested parties are encouraged to attend
the meeting at 10:15 on May 22, at which time the insolvency
manager will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Kleve
         Meeting Hall C 58
         Ground Floor
         Schlossberg 1
         47533 Kleve
         Germany

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

The insolvency manager can be reached at:

         Horst Piepenburg
         Heinrich-Heine-Allee 20
         40213 Duesseldorf
         Germany

The District Court of Kleve opened bankruptcy proceedings
against Wagener Bau GmbH on April 1.  Consequently, all pending
proceedings against the company have been automatically stayed.

The Debtor can be reached at:

         Wagener Bau GmbH
         Pannenkaulen 13
         47509 Rheurdt
         Germany

         Attn: Berthold Wagener, Manager
         Hochend 51
         47509 Rheurdt
         Germany


WILBERTZ BETEILIGUNGSGESELLSCHAFT: Claims Accepted Until May 12
---------------------------------------------------------------
Creditors of Wilbertz Beteiligungsgesellschaft mbH have until
May 12 to register their claims with court-appointed insolvency
manager Dr. Markus Kier.

Creditors and other interested parties are encouraged to attend
the meeting at 11:00 a.m. on June 13, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Moenchengladbach
         Meeting Room A 14
         Ground Floor
         Hohenzollernstr. 157
         41061 Moenchengladbach
         Germany

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

The insolvency manager can be reached at:

         Dr. Markus Kier
         Adenauerplatz 5
         41061 Moenchengladbach
         Germany
         Tel: 02161 / 4644674
         Fax: 021614644675

The District Court of Moenchengladbach opened bankruptcy
proceedings against Wilbertz Beteiligungsgesellschaft mbH on
April 1.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         Wilbertz Beteiligungsgesellschaft mbH
         Erftstrasse 41
         41238 Moenchengladbach
         Germany

         Attn: Thomas Wilbertz
         Baueshuette 32b
         41238 Moenchengladbach
         Germany


ZAKO GMBH: Claims Registration Period Ends May 8
------------------------------------------------
Creditors of Zako GmbH have until May 8 to register their claims
with court-appointed insolvency manager Mathias Dorn.

Creditors and other interested parties are encouraged to attend
the meeting at 10:45 on May 18, at which time the insolvency
manager will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Memmingen
         Meeting Hall 103
         Ground Floor
         Buxacher Strasse 6
         Memmingen
         Germany

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

The insolvency manager can be reached at:

         Mathias Dorn
         Allgauer Str. 1
         87435 Kempten
         Germany
         Tel. 0831/5800434
         Fax: 0831/5800464

The District Court of Memmingen opened bankruptcy proceedings
against Zako GmbH on April 5.  Consequently, all pending
proceedings against the company have been automatically stayed.

The Debtor can be reached at:

         Zako GmbH
         Attn: Kokoglu Nuri, Manager
         Cathleen-Bush-Str. 2
         87740 Buxheim
         Germany


ZUGIT GMBH: Claims Registration Period Ends May 22
--------------------------------------------------
Creditors of Zugit GmbH have until May 22 to register their
claims with court-appointed insolvency manager Joseph Albers.

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

The meeting of creditors will be held at:

         The District Court of Essen
         Meeting Hall 185
         First Floor
         Zweigertstr. 52
         45130 Essen
         Germany

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

The insolvency manager can be reached at:

         Joseph Albers
         Von-der-Recke-Str. 5-7
         45879 Gelsenkirchen
         Germany

The District Court of Essen opened bankruptcy proceedings
against Zugit GmbH on April 1.  Consequently, all pending
proceedings against the company have been automatically stayed.

The Debtor can be reached at:

         Zugit GmbH
         Broessweg 40
         45897 Gelsenkirchen
         Germany

         Attn: Ulrike Franken, Manager
         Drosselweg 5
         59929 Brilon
         Germany


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


BROWN SHOE: Earns US$65.7 Million in Year Ended December 31
-----------------------------------------------------------
Brown Shoe Company, Inc. reported earnings of US$65.7 million on
net sales of US$2.5 billion for the year ended Dec. 31, 2006.
Earnings for the year ended Dec. 31, 2005, were US$41 million on
net sales of US$2.3 billion.

In 2006, the company experienced sales growth in all of its
segments compared to 2005.  The increase in net sales primarily
reflects strength in the company's Famous Footwear division,
which contributed US$95 million of the increase.  Its Wholesale
Operations segment reported an increase of US$65.9 million.  The
company's other wholesale brands contributed US$25 million to
the increase in net sales, with most major brands increasing,
with the exception of the Bass business, which the company
exited at the end of 2006 at the expiration of its license
period.  The company's Specialty Retail segment increased sales
by US$17.9 million.

Net earnings increased in 2006 due to the higher sales at each
of the company's operating segments in 2006 and the non-
recurrence of US$9.2 million of after-tax costs to close
Naturalizer stores and the non-recurrence of a US$12 million
income tax provision in 2005 due to the foreign earnings
repatriation.  These factors were partially offset by after-tax
strategic initiative costs of US$3.9 million and after-tax Bass
exit costs of US$2.3 million in 2006.

The company recorded total assets of US$1.1 billion and total
liabilities of US$575.4 million, resulting to total
stockholders' equity of US$523.6 million as of Dec. 31, 2006.
Retained earnings as of Dec. 31, 2006, were US$349.5 million.

                           Borrowings

The company has a secured US$350 million revolving bank Amended
and Restated Credit Agreement, which was effective July 21,
2004, and which expires on July 21, 2009.  The Agreement
provides for a maximum line of credit of US$350 million, subject
to calculated borrowing base restrictions.  At the end of 2006,
the company had US$1 million of borrowings and US$13.3 million
of letters of credit outstanding under the Agreement.  Total
additional borrowing availability was about US$320 million at
the end of 2006.

In 2006, the company's total debt decreased US$49 million to
US$151 million, as the company utilized, in part, its 2006 cash
provided by operating activities.  The company believes that
borrowing capacity under the Agreement will be adequate to meet
its expected operational needs and capital expenditure plans.

                    Earnings Enhancement Plan

During 2006, the company initiated a plan to increase earnings
through cost reductions and efficiency initiatives and
reallocating resources and investment to drive consumer
preference.  Key elements of the plan include:

      (i) restructuring administrative and support areas;

     (ii) redesigning logistics and distribution platforms;

    (iii) reorganizing to eliminate operational redundancies;

     (iv) realigning strategic priorities; and

      (v) refining the supply chain process and enhancing
          inventory utilization.

Annual after-tax savings expected to be achieved upon completion
of the initiatives are estimated to be US$17 million to US$20
million.  The costs to implement this plan were US$6.3 million
and are estimated to be about US$23 million in 2007 and US$8
million in 2008, totaling about US$37 million pretax and US$23
million after-tax.  These estimates are preliminary and
differences may arise between these estimates and actual costs
to the company.  The company incurred charges totaling US$6.3
million in 2006.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d61

                         About Brown Shoe


Headquartered in St. Louis, Missouri, Brown Shoe Company, Inc.
-- http://www.brownshoe.com/-- is a US$2.3 billion footwear
company with global operations including Brazil, Italy, China,
Hong Kong, and Taiwan.  The Company operates the 900+ store
Famous Footwear chain, which sells brand name shoes for the
family.  It also operates 300+ specialty retail stores in the
U.S. and Canada under the Naturalizer, FX LaSalle and Via Spiga
names, and Shoes.com, the Company's e-commerce subsidiary.
Brown Shoe, through its Wholesale divisions, owns and markets
leading footwear brands including Via Spiga, Naturalizer,
LifeStride, Nickels Soft, Connie and Buster Brown; it also
markets licensed brands including Franco Sarto, Dr. Scholl's,
Etienne Aigner, Bass and Carlos by Carlos Santana for adults,
and Barbie and Disney character footwear for children.

                           *     *     *

As reported in the Troubled Company Reporter on April 3, 2007,
Moody's Investors Service changed the outlook of Brown Shoe
Company, Inc., to positive from stable and affirmed its
Ba3 corporate family rating on the company.  Ratings that were
affirmed also include the company's Probability-of-default
rating at Ba3; US$150 Million guaranteed senior unsecured notes
due 2012 at B1, LGD5, 72%; and Speculative Grade Liquidity
Rating at SGL-2.


CLINICAL DATA: Names James P. Shaffer as PGxHealth Division VP
--------------------------------------------------------------
Clinical Data Inc. has appointed James P. Shaffer Vice
President, Sales and Marketing, for the Company's PGxHealth
division, the provider of Therapeutic Diagnostics and its
PGxPredict line of pharmacogenetic tests.

Mr. Shaffer comes to Clinical Data from New River
Pharmaceuticals Inc., which recently announced that it is the
subject of a tender offer from Shire plc, where he served as
Vice President, Sales & Marketing.

Previously, Mr. Shaffer served at Prestwick Pharmaceuticals
since 2004 as Senior Director, Commercial Operations where he
was instrumental in launching that company's first CNS drug in
the U.S.  Prior to that, Mr. Shaffer worked at InterMune as
National Sales Director.  He has also held positions at
GlaxoSmithKline Inc. and Merck Human Health Division. Shaffer
holds an M.B.A. in marketing from Ohio State University.

"We are delighted that Jim has joined Clinical Data in this
important new role," Drew Fromkin, President and CEO of Clinical
Data, said.  His experience in launching new specialty products
to providers and accelerating product adoption brings a critical
skill set to PGxHealth.  His experience in this area will be
instrumental in building awareness among physicians of our
strong and growing portfolio of pharmacogenetic tests as the
Company enters its next phase of growth.  We are excited to have
attracted a professional of Jim's caliber to execute on a
strategy to build physician and patient awareness of these and
future PGxPredict tests."

"I am excited to become a part of Clinical Data and the
PGxHealth team as they continue to introduce novel
pharmacogenetic tests into the market and emerge as a leader in
this new and exciting area," Mr. Shaffer commented.  "I look
forward to shaping and executing on the Company's strategies
designed to build awareness and drive adoption of our
pharmacogenetic tests among providers, patients and supporting
groups."

The Company's FAMILION(R) test, launched in 2004, is intended
for individuals with suspected Familial Long QT Syndrome,
Brugada Syndrome, Short QT Syndrome, or related syndromes, or
for family members of individuals who have previously tested
positive for a genetic variant associated with one of these
conditions.

                        About Clinical Data

Headquartered in Newton, Massachusetts Clinical Data Inc.
(NASDAQ: CLDA) -- http://www.clda.com/-- provides comprehensive
molecular and pharmacogenomics services as well as genetic
tests.  The Company has operations in the U.K., France, the
Netherlands, Italy and Australia.

                        Going Concern Doubt

Deloitte & Touche LLP expressed substantial doubt about Clinical
Data Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended March 31, 2006.  The auditing firm pointed to the
Company's accumulated deficit, negative cash flows from
operations and the expectation that the Company will continue to
incur losses in the future.


IMAX CORP: Inks Theatre Systems Installation Pact with Muvico
-------------------------------------------------------------
IMAX Corporation and Muvico Theaters, Inc., has entered into a
joint venture agreement for the installation of three IMAX(R)
theatre systems at multiplexes in Florida and New Jersey,
including the high profile Xanadu project at the Meadowlands in
East Rutherford, New Jersey, across the river from New York
City.  The announcement marks the second multiple IMAX theatre
joint venture commitment this year, advancing IMAX's joint
venture strategy, which was put in place to supplement the
growth of its theatre network through partnerships with key
commercial exhibitors.

Under the terms of the agreement, the first IMAX theatre is
expected to open at the Baywalk 20 in St. Petersburg, Florida,
in time for the May 4th release of Spider-Man 3.  The second
system will be installed at the Parisian 20 multiplex in West
Palm Beach, Florida and is expected to open in time for the July
13 release of Harry Potter and the Order of the Phoenix.  The
third IMAX theatre is scheduled to be installed in 2008 as part
of a new multiplex in the highly-anticipated Xanadu complex in
East Rutherford, NJ.

"Muvico Theaters operates some of the top performing multiplex
locations in North America and we are delighted with their
decision to get into the IMAX theatre business," said IMAX's Co-
Chairmen and Co-CEOs, Richard L. Gelfond and Bradley J.
Wechsler.  "Our joint venture strategy is gaining traction in
North America, as IMAX DMR(R) releases such as 300 continue to
deliver strong box office performances and leading exhibitors
continue to realize the potential of the IMAX theatre business."

"A big part of our strategy is to offer a premium movie
experience that people can't get at home or in any other type of
theatre and IMAX furthers that objective," said Michael Whalen,
President and CEO of Muvico Theaters.  "With major event movies
like Spider-Man 3 and Harry Potter and the Order of the Phoenix
coming out in IMAX's immersive format in the coming months, we
feel strongly that now is the right time to enter the IMAX
theatre business."

The new IMAX theatres will be capable of playing Hollywood event
films that have been digitally re-mastered into IMAX's format,
as well as original IMAX productions in 2D and IMAX(R) 3D.
IMAX's 2007 film slate already includes three of the year's most
anticipated releases, with 300, which opened to sellout shows at
IMAX theatres worldwide starting on March 9; Spider-Man 3, which
opens May 4; and Harry Potter and the Order of the Phoenix,
which opens July 13.

The Meadowlands Xanadu (also known as the Xanadu Project) will
be a retail and entertainment complex in the Meadowlands Sports
Complex in New Jersey.  It will be the largest retail and
entertainment complex in New Jersey, and will include 4.8
million square feet of entertainment, sports, retail, office,
and hotel space.

                    About Muvico Theaters

Muvico Theaters, Inc. was founded in 1984 and currently operates
228 screens in 12 theatres across the USA. Muvico Theaters'
average number of screens per location is 19.5, the highest in
the industry.  Its strategy is to develop, acquire and operate
state-of-the-art megaplex theaters in entertainment centers in
mid-sized metropolitan markets and suburban growth areas of
larger metropolitan markets in any suitable location.

                          About IMAX

IMAX Corporation - http://www.imax.com-- is an entertainment
technology company specializing in large-format and three-
dimensional (3D) film presentations. The company's principal
business is the design, manufacture, sale and lease of
projection systems based on technology for large-format, 15-
perforation film frame, 70-mm format (15/70-format) theaters,
including commercial theaters, museums and science centers, and
destination entertainment sites.  IMAX has locations in
Guatemala, India, Italy, among others.

As reported in the TCR-Europe on March 22, Standard & Poor's
Ratings Services affirmed its ratings, including the 'B-'
corporate credit rating, on IMAX Corp. and removed them from
CreditWatch, where they were placed on March 10, 2006, with
developing implications.


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


AIJAN LLP: Creditors Must File Claims by May 25
-----------------------------------------------
The Specialized Inter-Regional Economic Court of South
Kazakhstan Region has declared LLP Aijan insolvent.

Creditors have until May 25 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of South Kazakhstan Region
         Momysh-Uly Str. 27
         Shymkent
         South Kazakhstan
         Kazakhstan


CONNECT 17: Creditors' Claims Due May 29
----------------------------------------
The Specialized Inter-Regional Economic Court of Almaty has
declared LLP Connect 17 insolvent.

Creditors have until May 29 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of Almaty
         Office 74
         Kazybek bi Str. 50
         Almaty
         Kazakhstan
         Tel: 8 (3272) 72-12-50
              8 (3272) 72-18-09


COORDINATING CENTRE: Proof of Claim Deadline Slated for May 25
--------------------------------------------------------------
The Specialized Inter-Regional Economic Court of Karaganda has
declared LLP International Coordinating Centre insolvent.

Creditors have until May 25 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of Karaganda
         Jambyl Str. 9
         Karaganda
         Kazakshtan


GUK LLP: Claims Registration Ends May 29
----------------------------------------
The Specialized Inter-Regional Economic Court of Almaty has
declared LLP Guk insolvent.

Creditors have until May 29 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of Almaty
         Third Floor
         Makataev Str. 117
         Almaty
         Kazakshtan
         Tel: 8 (3272) 34-39-77
              8 701 111 77-02


PAPRIKA LLP: Claims Filing Period Ends May 29
---------------------------------------------
The Specialized Inter-Regional Economic Court of Almaty has
declared LLP Trade-Purchasing Company Paprika insolvent.

Creditors have until May 29 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of Almaty
         Third Floor
         Makataev Str. 117
         Almaty
         Kazakshtan
         Tel: 8 (3272) 34-39-77
              8 701 111 77-02


STARTELECOM LLP: Creditors Must File Claims by May 25
-----------------------------------------------------
The Specialized Inter-Regional Economic Court of Karaganda has
declared LLP Startelecom insolvent.

Creditors have until May 25 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of Karaganda
         Jambyl Str. 9
         Karaganda
         Kazakshtan


STROYTORGMETERIALY LLP: Creditors' Claims Due May 29
----------------------------------------------------
The Specialized Inter-Regional Economic Court of Almaty has
declared LLP Construction Company Stroytorgmeterialy insolvent.

Creditors have until May 29 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of Almaty
         4-24 Micro District Mamyr-2
         Almaty
         Kazakhstan
         Tel: 8 (3272) 34-39-77
              8 701 772 00-03


TECHNO PLUS: Proof of Claim Deadline Slated for May 29
------------------------------------------------------
The Specialized Inter-Regional Economic Court of Almaty has
declared LLP Global Techno Plus insolvent.

Creditors have until May 29 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of Almaty
         4-24 Micro District Mamyr-2
         Almaty
         Kazakhstan
         Tel: 8 (3272) 34-39-77
              8 701 772 00-03


TEI HAI: Claims Registration Ends May 29
----------------------------------------
The Specialized Inter-Regional Economic Court of Almaty has
declared LLP Tei Hai Sun insolvent.

Creditors have until May 29 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of Almaty
         Office 74
         Kazybek bi Str. 50
         Almaty
         Kazakhstan
         Tel: 8 (3272) 72-12-50
              8 (3272) 72-18-09


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


POLIEX CJSC: Claims Filing Period Ends June 6
---------------------------------------------
CJSC Joint Kyrgyz-Israeli Enterprise Poliex has declared
insolvency.  Creditors have until June 6 to submit written
proofs of claim.

Inquiries can be addressed to (+996 312) 21-39-73.


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


BREEZE FINANCE: Moody's Rates EUR84-Million Class B Notes at Ba1
----------------------------------------------------------------
Moody's Investors Service assigned these definitive ratings to
two classes of notes issued by Breeze Finance S.A.:

   -- EUR287-million 4.52 percent Class A Guaranteed Secured
      Bond due 2027: Aaa; and

   -- EUR84-million 6.70 percent Class B Secured Bonds due
      2027: Ba1.

The rating on the Class A Bonds reflects a financial guarantee
issued by MBIA U.K. Insurance Limited.  Moody's has assessed the
underlying credit quality of the Class A Bonds as a Baa2 risk.
This transaction is the financing of a pool of wind-farms based
in Germany (90%) and France (10%).  These wind-farms have been
developed by nine independent operators and are using turbines
from five different manufacturers.  Approximately 80% of the
wind farms are operational, the rest should be commissioned in
the next 12 months.  Although these wind-farms operate
independently, their cash flows are shared in order to repay the
Bonds.  The structure relies on two Issuer Borrower Loan
Agreements granted to a German and a French Borrower, which are
secured on the various accounts and agreements.  Moody's notes
that a missed payment on the Class B Bonds would not trigger an
event of default and an enforcement of the security.

According to Moody's, the ratings take account of these factors:

   (1) the supportive and stable legal framework both in Germany
       and in France that guarantees feed-in electricity
       tariffs;

   (2) the cross-collateralization of the cash-flows between the
       various wind-farms;

   (3) the diversification in terms of turbine manufacturer and
       developers of the different wind-farm projects; and

   (4) the resilience of the structure to downside scenarios in
       terms of wind resource when relying on the results of the
       wind survey.

The underlying rating of the Class A as well as the rating of
the Class B Bonds reflect the wind variability risk combined
with the risk of constructing, maintaining and operating these
assets.  In order to assess the wind resource risk, Moody's
reviewed the technical advisers reports and applied various
confidence intervals to wind outputs.  In order to assess the
risk of constructing and operating the turbines in the long
term, Moody's reviewed the mitigants within the structure such
as business interruption and breakdown insurance policies and
applied various stresses to the availability of the turbines.
Moody's notes that none of the operators are rated and that
there is no back-up servicer appointed at closing.

Regarding the servicing risk in this transaction, Moody's takes
comfort from the number of operators involved in this
transaction.  Each one of them should be able to take on the
additional servicing and maintenance resulting from a potential
insolvency of one servicer.  Moody's also takes comfort from the
growing size of the wind sector in Europe, which should
guarantee, to a level of comfort consistent with the ratings on
the Notes, that spare parts suppliers and maintenance providers
will be available in the long term.

The ratings address the expected loss posed to investors by the
legal final maturity of the notes.  In Moody's opinion, the
structure allows for timely payment of interest and principal
with respect to the Class A Bonds by the legal final maturity.
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.


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


HSBK B.V.: Fitch Assigns BB+ Ratings to Upcoming Bond Issue
-----------------------------------------------------------
Fitch Ratings assigned HSBK (Europe) B.V.'s upcoming U.S.
dollar-denominated issue of unsecured senior notes an expected
Long-term 'BB+' rating.  The final rating is contingent on the
receipt of final documents conforming to information already
received.

Proceeds from the issue of the notes will be deposited with
Kazakhstan's JSC Halyk Bank.  Halyk will unconditionally and
irrevocably guarantee the timely and full repayment of the notes
in the trust deed between Halyk, HSBK (Europe) B.V. and the
trustee, Deutsche Trustee Company Limited.  HSBK (Europe) B.V.
is a Netherlands-domiciled subsidiary of Halyk.  Halyk is rated
Foreign Currency Issuer Default 'BB+', Local Currency Issuer
Default 'BBB-', Short-term Foreign Currency 'B', Short-term
Local Currency 'F3', Individual 'C/D', and Support '3'.  The
Outlook on the Foreign Currency IDR is Positive and Outlook on
the Local Currency IDR is Stable.

The obligations of Halyk under the guarantee will rank at least
equally with claims of other unsecured and unsubordinated
creditors of Halyk, save those preferred by relevant laws.
Under Kazakh law, the claims of retail depositors rank above
those of other senior unsecured creditors.  At end-December
2006, retail deposits accounted for around 24% of Halyk's total
liabilities, according to the bank's audited IFRS financial
statements.

Covenants limit Halyk's common stock dividend payments to 50% of
net income in any particular year and also specify that the
terms of all transactions of more than US$5 million must be
concluded on a market basis. The issue is subject to a cross
default clause, which becomes applicable should an aggregate
principal amount of overdue financial debt or guarantee exceed
US$10 million.  Halyk shall not permit its total capital
adequacy ratio calculated in accordance with applicable local
regulations to fall below the minimum ratio of 10% pursuant to
such regulations.

Halyk retains a leading position in terms of its retail customer
base and branch network.  At end-January 2007, the bank ranked
fifth with a 10% share of the system assets, although the latter
has been declining gradually due to the more aggressive growth
of medium-sized players.  Following the December 2006 IPO,
institutional and individual investors now hold a 29% stake in
the bank.  Almex Group, beneficially owned by the daughter and
son-in-law of President Nazarbayev, retains a 64% stake.


PLAYLOGIC ENTERTAINMENT: Auditors Express Going Concern Doubt
-------------------------------------------------------------
Cordovano and Honeck LLP expressed substantial doubt about
Playlogic Entertainment Inc.'s ability to continue as a going
concern after auditing the company's financial statements for
the year ended Dec. 31, 2006.

The auditing firm pointed to the company's inability to fully
realize the potential of its business plan and limited revenues
related to the sale of videogames.  Additionally, the company
continues to experience net operating losses and is reliant upon
outside sources of working capital to meet current obligations.
The company's existence is dependent upon the successful
introduction of videogame products into the marketplace and the
ability to raise working capital from outside sources.

The company anticipates future sales of equity securities to
raise working capital to support and preserve the integrity of
the corporate entity.  However, there is no assurance that the
company will be able to obtain additional funding through the
sales of additional equity securities or, that such funding, if
available, will be obtained on terms favorable to or affordable
by the company.

If no additional funding is received during the next 12 months,
the company will be forced to rely on additional funds loaned by
management and/or significant stockholders to preserve the
integrity of the corporate entity at this time.  In the event,
the company is unable to acquire advances from management and/or
significant stockholders, the company's ongoing operations would
be negatively impacted to the point that all operating
activities are ceased.

While the company is of the opinion that good faith estimates of
the company's ability to secure additional capital in the future
to reach the company's goals have been made, there is no
guarantee that the company will receive sufficient funding to
sustain operations or implement any future business plan steps.

Playlogic posted US$12,548,400 in net losses against
US$5,042,516 in net revenues for the year ended Dec. 31, 2006,
compared with US$9,674,004 in net losses against US$1,824,199 in
net revenues for the same period in 2005.

At Dec. 31, 2006, the company's balance sheet showed
US$7,074,318 in total assets, US$17,963,989 in total
liabilities, resulting in a US$10,889,671 total shareholders'
deficit.

The company's balance sheet at Dec. 31, 2006, also showed
strained liquidity with US$4,688,131 in total current assets
available to pay US$17,726,639 in total liabilities coming due
within the next 12 months.

                  About Playlogic Entertainment

Headquartered in Amsterdam, Netherlands, Playlogic Entertainment
Inc. publishes interactive entertainment products, such as video
game software and other digital entertainment products.   The
company publishes for most major interactive entertainment
hardware platforms, like Sony's PlayStation2, Microsoft's Xbox
and Nintendo's Game Cube, PCs, next generation consoles and
handheld (such as Nintendo's Game Boy, Nintendo DS, and PSP) and
mobile devices.


X5 RETAIL: Posts US$103-Million Net Profit in Full Year 2006
------------------------------------------------------------
X5 Retail Group N.V. released audited financial results for the
full year of 2006.

On a pro forma basis, net sales increased by 49.6% to US$3.6
billion, which represents a significant acceleration of growth
in comparison to 34% in FY 2005.

Gross profit margin increased from 25.4% to 27.9%, thereby
generating gross profit growth of 63.8%.

Pro forma EBITDA increased by 21% to US$295 million, which
translates in 55.9% increase in case the effect of the Tushino
Plaza capital gain in 2005 and ESOP restructuring costs in 2006
are excluded.

Pro forma Net profit reached US$103 million, up 1.2% vs. 2005.

             Pyaterochka Chain Stand-Alone Results

    * Net Sales of US$2 billion; up 45.2% vs. 12-month 2005

    * Gross profit of US$529 million, up 56.2% vs. 12-month
      2005;

    * Gross margin of 26.8% vs. 24.9% 12-month 2005

    * EBITDA of US$178 million, up 9.1% vs. 12-month 2005;
      EBITDA margin of 9.0% vs. 12.0% in 12-month 2005

             Perekrestok Chain Stand-Alone Results

    * Net Sales of US$1.5 billion; up 47.4% vs. 12-month 2005

    * Gross profit of US$438 million, up 64.9% vs. 12-month
      2005;

    * Gross margin of 29.3% vs. 26.2% 12-month 2005

    * EBITDA of US$119 million, up 90.9% vs. 12-month 2005;
      EBITDA margin of 8.0% vs. 6.1% 12-month 2005.

"It is the first time after the merger the Group issued audited
annual IFRS consolidated financial statements," Vitaliy
Podolskiy, Group CFO, said.  "Strong financial results for the
year of 2006 show that our integration efforts started in May
2006 translated into the first benefits from combined
operations, and we are looking with optimism into realization of
our longer term strategic objectives."

                        About X5 Retail

Headquartered in the Netherlands, X5 Retail Group N.V. (fka
Pyaterochka Holding N.V.) (LSE: FIVE) -- http://www.x5.ru/en/-
- operates a large store network largely covering the Moscow
region and St. Petersburg but also has a good presence in other
Russian regions through its franchise operations.  The company
has recently acquired two of its successful regional franchise
operations -- in Yekaterinburg and Chelyabinsk.

                        *     *     *

As of Feb. 15, Pyaterochka Holding's Long-Term Corporate Family
Rating carries Moody's B1 rating with a stable outlook.

The company's Long-Term Foreign Issuer Credit Rating and Long-
Term Local Issuer Credit Rating carry Standard & Poor's BB-
rating with a negative Outlook.


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


TK ALUMINUM: Completes Sale of Polish Unit to Tenedora Nemak
------------------------------------------------------------
TK Aluminum Ltd., the indirect parent of Teksid Aluminum
Luxembourg S.a.r.l., S.C.A., has completed the sale of its
subsidiary Teksid Aluminum Poland Sp.z o.o to Tenedora Nemak,
S.A. de C.V., a subsidiary of ALFA, S.A.B. de C.V.  The company
remains obligated to sell its remaining 40% equity interest in
its Chinese joint venture.

The aggregate purchase price allocated to the sale of Teksid
Poland was approximately US$56.1 million in cash consideration
plus the issuance of an additional 0.83% synthetic equity
interest in the Nemak business.

The aggregate cash proceeds received by the company at closing
in connection with the sale of Teksid Poland were approximately
US$29.9 million plus US$3 million as the result of the issuance
of a loan by ALFA, prior to the deduction of a contingency
reserve and other amounts permitted in accordance with the
supplemental indenture, effective as of March 15, 2007,
governing the company's outstanding 11 3/8% Senior Notes due
2011.

The company is required to commence a tender offer with certain
of the cash proceeds from the sale of Teksid Poland not later
than 30 days after consummation of such sale.

                     About Teksid Aluminum

Teksid Aluminum -- http://www.teksidaluminum.com/--  
manufactures aluminum engine castings for the automotive
industry.  Principal products include cylinder heads, engine
blocks, transmission housings, and suspension components.  The
company operates 15 manufacturing facilities in Europe, North
America, South America, and Asia.  The company maintains
operations in Italy, Brazil, and China.

Until Sept. 2002, Teksid Aluminum was a division of Teksid
S.p.A., which was owned by Fiat.  Through a series of
transactions completed between Sept. 30, 2002 and Nov. 22, 2002,
Teksid S.p.A. sold its aluminum foundry business to a consortium
of investment funds led by equity investors that include
affiliates of each of Questor Management Company, LLC, JPMorgan
Partners, Private Equity Partners SGR SpA and AIG Global
Investment Corp.  As a result of the sale, Teksid Aluminum is
now owned by its equity investors through TK Aluminum Ltd., a
Bermuda holding company.

                          *     *     *

On Jan. 16, Moody's Investors Service placed TK Aluminum
Ltd.'s long-term corporate family rating at Caa3.


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


ABSOLUT BANK: KBC Bank Deal Cues Fitch to Put B IDR on Watch
------------------------------------------------------------
Fitch Ratings placed Russia-based Absolut Bank's Issuer Default
'B', Short-term 'B', Support '5' and National Long-term 'BBB'
ratings on Rating watch Positive.  Its Individual Rating is
affirmed at 'D'.  At the same time, KBC Bank's ratings of Issuer
Default 'AA-' with Stable Outlook, Short-term 'F1+', Individual
'B' and Support '2' are affirmed, as is its Support floor of
'BBB+'.

The rating action follows the announcement by KBC that it has
agreed to acquire a 92.5% stake in Absolut Bank, the 25th-
largest Russian bank by assets at end-2006, for EUR761 million.
Fitch expects that on completion of the deal, Absolut Bank's IDR
will be upgraded to A-, the current Country Ceiling for Russia,
its Short-term rating to 'F2' and Support rating to '1'.  The
National Long-term rating is likely to be raised to 'AAA'.  The
upgrade is to reflect the extremely high potential of support
from KBC in case of need.

Although the acquisition will shave roughly 50bps off KBC's
capitalization, this is likely to be rebuilt relatively quickly
through retained earnings.  Capital management of the group is
centralized and KBC Group - KBC Bank's parent - has declared
that it will maintain a Tier 1 of at least 8% at the KBC Bank
level.  KBC Bank's Tier 1 ratio at end-2006 was 8.45%; its total
capital ratio was 11.15%.

The Issuer Default, Short-term and Individual ratings of KBC
reflect its strong business position, consistent strategy,
quality of management, moderate risk profile and solid capital.
Fitch has considered the possible impact of the Russian
operation on KBC's overall risk.  Absolut's business is growing
rapidly and is substantially higher risk than KBC's current
central and eastern European operations.  Any delay or
weaknesses in the transfer of controls from the current
management to KBC or any substantial increase in credit risk
stemming from a fast growing loan book is likely to place some
pressure on KBC's ratings.

Profitability at KBC Bank was strong in 2006, extending the
improvements seen in 2005. In 2006, KBC Group reported a return
on equity of 24%, while bottom line results were boosted by one-
offs, including capital gains on the sale of its Spanish private
bank during the year, as well as solid volume growth in all
areas, to reach EUR3.4 billion.

The acquisition is subject to the approvals of the Central Bank
of Russia and the Anti-Trust Commission, which are expected to
be forthcoming by third quarter of 2007.

Five Moscow-based businessmen controls Absolut.  The IFC holds
the remaining 7.5% share.  Absolut's operations are concentrated
in Moscow although its expansion into other regions is underway.
Its core business consists of corporate lending, including trade
finance, but the bank is also building up retail banking,
including mortgages and car loans.

KBC Group was created in 2005 by the merger of KBC Bank and
Insurance Holding Company and its former parent, Almanij.  KBC
was created in 1998 by the merger of two banks with Flemish
roots, Kredietbank and CERA.  It boasts a market share of around
20% in most deposit and loan products in Belgium.  Its market
share is particularly strong in Flanders.


AVERS LLC: Creditors Must File Claims by May 1
----------------------------------------------
Creditors of LLC Avers have until May 1 to submit proofs of
claim to:

         A. Fomin
         Insolvency Manager
         Building 1
         Planetnaya Str. 29
         125167 Moscow
         Russia

The Arbitration Court of Magadan will convene at 11:00 a.m. on
Aug. 7 to hear the company's bankruptcy supervision procedure.
The case is docketed under Case No. A37-157/2007-15b.

The Debtor can be reached at:

         LLC Avers
         Metallistov Str. 3
         Yagodnoye
         Magadan
         Russia


BALTFURNITURA OJSC: Bankruptcy Hearing Slated for June 4
--------------------------------------------------------
The Arbitration Court of Kaliningrad will convene on June 4 to
hear the bankruptcy supervision procedure on OJSC Baltfurnitura.
The case is docketed under Case No. A21-358/2007.

The Court is located at:

         The Arbitration Court of Kaliningrad
         Rokossovskogo Str. 2
         Kaliningrad
         Russia

The Debtor can be reached at:

         OJSC Baltfurnitura
         Ozerki
         Gvardeyskiy
         238224 Kaliningrad
         Russia


DUBYNSKOYE OJSC: Creditors Must File Claims by May 31
-----------------------------------------------------
Creditors of OJSC Dubynskoye have until May 31 to submit proofs
of claim to:

         F. Bekshenev
         Insolvency Manager
         Respubliki, 144
         625026 Tyumen
         Russia

The Arbitration Court of Tyumen commenced bankruptcy proceedings
against the company after finding it insolvent.  The case is
docketed under Case No. A70-9055/3-2006.

The Court is located at:

         The Arbitration Court of Tyumen
         Khokhryakova Str. 77
         627000 Tyumen
         Russia

The Debtor can be reached at:

         OJSC Dubynskoye
         Lenina Str. 20
         Dubynka
         Kazanskiy
         Tyumen
         Russia


ENISEY LLC: Creditors Must File Claims by May 1
-----------------------------------------------
Creditors of LLC Enisey have until May 1 to submit proofs of
claim to:

         S. Khoryukov
         Temporary Insolvency Manager
         Room 2
         Michurina Str. 50
         410056 Saratov
         Russia

The Arbitration Court of Penza commenced bankruptcy supervision
procedure on the company.  The case is docketed under Case No.
A49-438/2007-7b/10.

The Court is located at:

         The Arbitration Court of Penza
         Belinskogo Str. 2
         440600 Penza
         Russia

The Debtor can be reached at:

         LLC Enisey
         Yubileynaya Str. 2
         Grabovo
         Bessonovskiy
         Penza
         Russia


EURO-SOYUZ CJSC: Creditors Must File Claims by May 1
----------------------------------------------------
Creditors of CJSC Euro-Soyuz (TIN 6730053341, KPP 672401001)
have until May 1 to submit proofs of claim to:

         S. Prudnikov
         Temporary Insolvency Manager
         Post User Box 98
         214031 Smolensk-31
         Russia

The Arbitration Court of Smolensk commenced bankruptcy
supervision procedure on the company.  The case is docketed
under Case No. A62-564/2007-1304-N.

The Debtor can be reached at:

         CJSC Euro-Soyuz
         Promzona SAEK
         Desnogorsk
         216400 Smolensk
         Russia


GENERAL TRADING: Court Names Zh. Tachkova as Insolvency Manager
---------------------------------------------------------------
The Arbitration Court of Nizhniy Novgorod appointed
Zh. Tachkova as Insolvency Manager for CJSC General Trading
Company.  She can be reached at:

         Zh. Tachkova
         Rakhmaninova Str. 1
         Penza
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A43-30189/2006 33-296.

The Court is located at:

         The Arbitration Court of Nizhniy Novgorod
         Kremlin 9
         603082 Nizhniy Novgorod
         Russia

The Debtor can be reached at:

         Zh. Tachkova
         Rakhmaninova Str. 1
         Penza
         Russia


MATVEEVKA-AGRO-KHIMIYA: Creditors Must File Claims by May 31
------------------------------------------------------------
Creditors of OJSC Matveevka-Agro-Khimiya have until May 31 to
submit proofs of claim to:

         O. Suslov
         Insolvency Manager
         Montazhnikov Str. 28
         460048 Orenburg
         Russia

The Arbitration Court of Orenburg commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A47-6183/2006-14GK.

The Court is located at:

         The Arbitration Court of Orenburg
         9th January Str. 64
         460046 Orenburg
         Russia

The Debtor can be reached at:

         OJSC Matveevka-Agro-Khimiya
         Mira Str. 1a
         Matveeka
         461880 Orenburg
         Russia


MONCHEGORSKOYE INDUSTRIAL: Creditors Must File Claims by May 31
---------------------------------------------------------------
Creditors of OJSC Monchegorskoye Industrial-Building Work
(TIN/KPP 5107120211/510701001) have until May 31 to submit
proofs of claim to:

         L. Tamanskaya
         Insolvency Manager
         Post User Box 113
         183012 Murmansk
         Russia
         Tel/Fax: (8-8152) 47-71-20

The Arbitration Court of Murmansk commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A42-2670/2006.

The Court is located at:

         The Arbitration Court of Murmansk
         Knipovicha Str. 20
         Murmansk
         Russia

The Debtor can be reached at:

         OJSC Monchegorskoye Industrial-Building Work
         Sopcha
         Monchegorsk
         184500 Murmansk
         Russia


NEW WORLD: Creditors Must File Claims by May 31
-----------------------------------------------
Creditors of CJSC New World have until May 31 to submit proofs
of claim to:

         E. Dulnev
         Insolvency Manager
         Office 209
         Demokraticheskaya Str. 8
         443031 Samara
         Russia

The Arbitration Court of Samara commenced bankruptcy proceedings
against the company after finding it insolvent.  The case is
docketed under Case No. A55-16009/06.

The Court is located at:

         The Arbitration Court of Samara
         Avrory Str. 148
         Samara
         Russia

The Debtor can be reached at:

         CJSC New World
         N. Kamenka St.
         Krasnoyarskiy
         Russia


PROGRESS-GARANT: Fitch Affirms then Withdraws B- Ratings
--------------------------------------------------------
Fitch Ratings affirmed Russian insurer Progress-Garant Insurance
Company's International Insurer Financial Strength rating at
'B-' and National IFS rating at 'BB+'.  The Rating Outlooks are
Positive.  Simultaneously, Fitch has withdrawn these ratings.
Fitch will no longer provide rating coverage of Progress-Garant.


SALEKHARD-FISH LLC: Creditors Must File Claims by May 1
-------------------------------------------------------
Creditors of LLC Salekhard-Fish have until May 1 to submit
proofs of claim to:

         A. Voronin
         Insolvency Manager
         Chubynina Str. 35
         Salekhard
         629001 Yamalo-Nenetskiy
         Russia

The Arbitration Court of Yamalo-Nenetskiy commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A81-214/2007.

The Court is located at:

         The Arbitration Court of Yamalo-Nenetskiy
         Chubynina Str. 37A
         Salekhard
         Yamalo-Nenetskiy Autonomous
         Russia

The Debtor can be reached at:

         LLC Salekhard-Fish
         Salekhard
         Yamalo-Nenetskiy
         Russia


SALOMATIN OJSC: Creditors Must File Claims by May 31
----------------------------------------------------
Creditors of OJSC Salomatin have until May 31 to submit proofs
of claim to:

         O. Soldatov
         Insolvency Manager
         Rostovskaya Str. 32-59
         236023 Kaliningrad
         Russia

The Arbitration Court of Kaliningrad commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A21-4602/2006.

The Court is located at:

         The Arbitration Court of Kaliningrad
         Rokossovskogo Str. 2
         Kaliningrad
         Russia

The Debtor can be reached at:

         OJSC Salomatin
         Pervomayskoye
         Gusevskiy
         Kaliningrad
         Russia


SISTEMA JOINT: Moody's Assigns Loss-Given-Default Rating
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the corporate families in the
Telecommunications, Media and Technology sectors last week, the
rating agency confirmed its B1 Corporate Family Rating for
Sistema Joint Stock Financial Corporation.

Moody's also assigned a B1 Probability-of-Default rating to the
company.

Debt ratings remain unchanged in conjunction with the
implementation of Moody's Loss Given Default and Probability of
Default rating methodology for existing non-financial
speculative-grade corporate issuers in Europe, Middle East and
Africa.

* Issuer: Sistema Capital S.A.

                                             Projected
                           POD      LGD      Loss-Given
   Debt Issue              Rating   Rating   Default
   ----------              -------  -------  --------
   Sr. Unsec. Medium-Term
   Note Program            B3       LGD5     78%

   8.875% Sr. Unsec.
   Regular Bond/
   Debenture Due 2011      B3       LGD5     78%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating
methodology will also enhance the consistency in Moody's
notching practices across industries and will improve the
transparency and accuracy of Moody's ratings as Moody's research
has shown that credit losses on bank loans have tended to be
lower than those for similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's
alphanumeric scale.  They express Moody's opinion of the
likelihood that any entity within a corporate family will
default on any of its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's
opinion of expected loss are expressed as a percent of principal
and accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%)
to LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Russia, Sistema Joint Stock Financial
Corporation provides telecommunication services, hardware and
software solutions, insurance, reinsurance and related products
and banking business.  The Company's other businesses include
real estate, retail, media, travel services, international
operations, radio and space technology, pharmaceuticals and
biotechnology.


STAROBUYANSKOYE OJSC: Asset Sale Slated for April 30
----------------------------------------------------
N. Aldebenev, insolvency manager and bidding organizer for OJSC
Starobuyanskoye, will open a public auction for the company's
properties at 10:00 a.m. on April 30 at:

         N. Aldebenev
         Komsomolskaya Str. 86
         Krasnyj Yar
         Samara
         Russia

The company has set a RUR4.68-million starting price for the
auctioned assets.

Interested participants have until April 26 to deposit an amount
equivalent to 20% of the starting price to:

         OJSC Starobuyanskoye
         Settlement Account 40702810154250100588
         Correspondent Account 30101810200000000607
         BIK 043601607
         Povolzhskiy SB RF 4254

Bidding documents must be submitted to:

         N. Aldebenev
         Komsomolskaya Str. 86
         Krasnyj Yar
         Samara
         Russia

The Debtor can be reached at:

         OJSC Starobuyanskoye
         Staryj Buyan
         Samara
         Russia


TIKOM CJSC: Creditors Must File Claims by May 1
-----------------------------------------------
Creditors of CJSC Holding Company Tikom have until May 1 to
submit proofs of claim to:

         A. Lantsov
         Temporary Insolvency Manager
         Building 1
         Derbenevskaya Str. 11
         115114 Moscow
         Russia

The Arbitration Court of Moscow will convene at 11:15 a.m. on
July 10 to hear the company's bankruptcy supervision procedure.
The case is docketed under Case No. A40-77457/06-78-1209 B.

The Court is located at:

         The Arbitration Court of Moscow
         Novaya Basmannaya Str. 10
         Moscow
         Russia

The Debtor can be reached at:

         CJSC Holding Company Tikom
         Sadovnicheskaya Str. 71, 11
         115035 Moscow
         Russia


TRADING CENTRE: Court Names M. Kuvshinova as Insolvency Manager
---------------------------------------------------------------
The Arbitration Court of Tambov appointed Ms. M. Kuvshinova as
Insolvency Manager for OJSC Trading Centre.  She can be reached
at:

         M. Kuvshinova
         Rakhmaninova Str. 1
         Penza
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A64-7465/06-10.

The Debtor can be reached at:

         M. Kuvshinova
         Rakhmaninova Str. 1
         Penza
         Russia


USMAN'-BRICK LLC: Creditors Must File Claims by May 31
------------------------------------------------------
Creditors of LLC Usman'-Brick have until May 31 to submit proofs
of claim to:

         O. Ignatov
         Insolvency Manager
         Room 14, 15
         Engelsa Str. 115
         Kursk
         Russia

The Arbitration Court of Lipetsk commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A36-253/2007.

The Court is located at:

         The Arbitration Court of Lipetsk
         Skorokhodova Str. 2
         398019 Lipetsk
         Russia

The Debtor can be reached at:

         LLC Usman'-Brick
         Tukhachevskogo Str. 8
         Usman'
         Lipetsk
         Russia


X5 RETAIL: Posts US$103-Million Net Profit in Full Year 2006
------------------------------------------------------------
X5 Retail Group N.V. released audited financial results for the
full year of 2006.

On a pro forma basis, net sales increased by 49.6% to
US$3.6 billion, which represents a significant acceleration of
growth in comparison to 34% in FY 2005.

Gross profit margin increased from 25.4% to 27.9%, thereby
generating gross profit growth of 63.8%.

Pro forma EBITDA increased by 21% to US$295 million, which
translates in 55.9% increase in case the effect of the Tushino
Plaza capital gain in 2005 and ESOP restructuring costs in 2006
are excluded.

Pro forma Net profit reached US$103 million, up 1.2% vs. 2005.

             Pyaterochka Chain Stand-Alone Results

    * Net Sales of US$2 billion; up 45.2% vs. 12-month 2005

    * Gross profit of US$529 million, up 56.2% vs. 12-month
      2005;

    * Gross margin of 26.8% vs. 24.9% 12-month 2005

    * EBITDA of US$178 million, up 9.1% vs. 12-month 2005;
      EBITDA margin of 9.0% vs. 12.0% in 12-month 2005

             Perekrestok Chain Stand-Alone Results

    * Net Sales of US$1.5 billion; up 47.4% vs. 12-month 2005

    * Gross profit of US$438 million, up 64.9% vs. 12-month
      2005;

    * Gross margin of 29.3% vs. 26.2% 12-month 2005

    * EBITDA of US$119 million, up 90.9% vs. 12-month 2005;
      EBITDA margin of 8.0% vs. 6.1% 12-month 2005.

"It is the first time after the merger the Group issued audited
annual IFRS consolidated financial statements," Vitaliy
Podolskiy, Group CFO, said.  "Strong financial results for the
year of 2006 show that our integration efforts started in May
2006 translated into the first benefits from combined
operations, and we are looking with optimism into realization of
our longer term strategic objectives."

                        About X5 Retail

Headquartered in the Netherlands, X5 Retail Group N.V. (fka
Pyaterochka Holding N.V.) (LSE: FIVE) -- http://www.x5.ru/en/--  
operates a large store network largely covering the Moscow
region and St. Petersburg but also has a good presence in other
Russian regions through its franchise operations.  The company
has recently acquired two of its successful regional franchise
operations -- in Yekaterinburg and Chelyabinsk.

                        *     *     *

As of Feb. 15, Pyaterochka Holding's Long-Term Corporate Family
Rating carries Moody's B1 rating with a stable outlook.

The company's Long-Term Foreign Issuer Credit Rating and Long-
Term Local Issuer Credit Rating carry Standard & Poor's BB-
rating with a negative Outlook.


* Fitch Gives Novosibirsk Region BB- Rating with Stable Outlook
---------------------------------------------------------------
Fitch Ratings assigned the Russian Novosibirsk region Long-term
foreign and local currency 'BB-' ratings and a Short-term
foreign currency 'B' rating.  A National Long-term 'A+' rating
is also assigned.  All the rating Outlooks are Stable.

The ratings reflect the region's growing budgetary rigidity and
relatively low capital expenditure.  They also reflect its
diversified and growing local economy, which facilitates stable
growth in tax revenue, its decreasing debt burden and growing
reliance on its own revenues.  The Stable Outlook reflects
Fitch's expectation that economic growth will drive revenue
growth, allowing the region to strengthen budgetary performance
and increase capital investment in deteriorating infrastructure.

The region possesses a diversified local economy with services
as the dominant sector.  The region hosts the Siberian branch of
the Russian Academy of Science and has well-developed
educational facilities.  During 2002-2006 the region's economy
saw its average annual growth rate exceed the Russian average.
The dominant players of the region's industrial sector are food,
machine-building and metal-working and power generation.

The region's budgetary performance has been improving over the
last three years with operating and current margins rising to
11.5% and 8.9% of the operating revenues, respectively in 2006
from 5% and 1.4% in 2004.  Rapid operating revenue growth led by
sharp increase of tax revenues contributed to the improved
budgetary performance.  It has been able to avoid a dependence
on federal budget financial aid by becoming more reliant on its
own revenue sources.  The share of equalization grants declined
to 8% of total budget revenue in 2006 from 22% in 2002.

The region's debt and guarantees gradually declined during 2005-
2006: total debt-to-current revenue ratio decreased to 23.1% by
end-2006 from 31.9% in 2005 and 62.4% in 2004.  The region's
debt structure also saw a higher share of bond issues and bank
loans at 95% of total debt in 2006, compared to 66.5% in 2004.
The region has reduced guarantee issued and budget loans to less
than 5% of total debt by end-2006 from 33.5% in 2004 and fully
repaid loans denominated in foreign currency.

Expenditure is characterized by high rigidity: transfers to the
municipalities' budgets are budgeted at 53.6% of total
expenditure in 2007, up from 41.8% in 2006 and 19.3% in 2003.
Capital expenditure was relatively stable, averaging at 10.1% of
total expenditure in 2001-2003.  It bottomed out at 7.1% of
total expenditure in 2004 before increasing to 7.9% in 2005 and
2006.  However, total capital spending is still inadequate in
the face of the region's high level of infrastructure
deterioration, exposing it to hidden risks of ad-hoc emergency
spending.

Novosibirsk is located in the south of the West-Siberian part of
the Russian Federation, bordering the Kazakhstan republic.  The
region's capital, the city of Novosibirsk, is the third biggest
city in the RF with a population of over 1.4 million.  The
region contributed 1.1% of the RF's GDP in 2006 and accounted
for 1.8% of its population.


* Fitch Assigns Penza Region BB Ratings with Stable Outlook
-----------------------------------------------------------
Fitch Ratings assigned the Russian Penza region Long-term
foreign and local currency 'BB' ratings and a Short-term foreign
currency 'B' rating.  A National Long-term 'AA-' rating is also
assigned.  All the rating Outlooks are Stable.

The ratings reflect the relatively small size of Penza's
economy, its significant dependence on the agricultural sector,
high expenditure rigidity stemming from the large share of
transfers in the regional budget and the short-term profile of
its outstanding debt.  On the other hand, the ratings factor in
the region's significant growth in tax revenue, high operating
and current margins, decreasing debt burden as well as high
quality of budgetary management.

The Stable Outlook reflects Fitch's expectation that economic
growth will continue to support tax revenue growth, allowing the
region to further consolidate its sound budgetary performance.

Penza demonstrated significant tax revenue growth over the last
five years.  In nominal terms tax revenue almost quadrupled
during 2001-2006, increasing to RUB7.3 billion in 2006 from
RUB1.2 billion in 2001.  As a result, operating and current
margins increased to 20% on average in 2006 from 10.4% and 9.3%
respectively in 2002.  Capital expenditure increased to 19.1% of
the total spending on average during 2004-2006 from an average
of 11.2% during 2001-2003.

Penza's total debt burden has fallen to 8% of total revenue in
2006 from 34.5% in 2001.  Its debt-to-current balance ratio has
remained under four months since 2004.  The region's debt
structure has changed since 2004 when it was dominated by
restructured budget loans dating from 1992-1994.  In 2006 issued
debt accounted for 94% of total direct indebtedness.

Per capita gross regional product was 44% of average per capita
GRP of Russian regions in 2004.  Agriculture sector is important
for the region and Russia's future WTO accession could
negatively influence the sector development as local producers
will face growing foreign competition. Despite the region's
improving debt ratios and overall debt structure, its debt is
characterized by short maturity, with 94% of the region's issued
debt due to be redeemed in 2008-2009.

Penza region is located in the central part of the European part
of Russian Federation.  The region contributed 0.35% of the RF's
GDP in 2005 and accounted for 0.84% of the country's population.


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


HIPOTECARIO BBK I: Moody's Rates EUR14.3-Million Notes at (P)Ba2
----------------------------------------------------------------
Moody's Investors Service assigned provisional credit ratings to
four series of notes issued by AyT Colaterales Global
Hipotecario BBK I under AyT Colaterales Global Hipotecario
program, a Spanish asset securitization program that has been
created by Ahorro y Titulizacion, S.G.F.T, S.A.

Moody's has assigned these ratings:

   -- EUR1.39-billion Series A notes:(P)Aaa;
   -- EUR81-million Series B notes: (P)A2;
   -- EUR13.5-million Series C notes: (P)Baa3; and
   -- EUR14.3-million Series D notes: (P)Ba2.

The provisional ratings address the expected loss posed to
investors by the legal final maturity of the program.  In
Moody's opinion, the structure allows for timely payment of
interest and ultimate payment of principal at par on or before
the final legal maturity date.

This transaction marks the forth time that BBK has tapped the
residential mortgage-backed securities market.  The products
being securitized are first-lien mortgage loans granted to
individuals resident in Spain.  All of the mortgage loans were
originated by BBK, which will continue to service them.

According to Moody's, this deal benefits from several strengths,
including:

   (1) a swap agreement, which guarantees a 70-bppa spread;

   (2) a Reserve Fund that is fully funded upfront to cover a
       potential shortfall in interest and principal;

   (3) an 18-month artificial write-off mechanism; and

   (4) the securing of 100% of the loans by residential
       mortgages.

However, the transaction poses several challenging features,
namely:

   (1) the fact that the portfolio comprises loans with high LTV
       (98.48% over 70% LTV); and

   (2) geographical concentration in the Basque Country (56%),
       mitigated in part by the fact that this is the region of
       BBK's origin, where it has its highest expertise.  These
       increased risks were reflected in the credit enhancement
       calculation.

As of February 2007, the provisional portfolio is made up of
12,376 loans for a total amount of EUR1,844,557,906.  The
current WALTV is 85.61% and the average loan size is EUR149,539.
The loans are originated between 1996 and November 2006 with a
weighted average seasoning of 1.96 years.  Almost all the loans
are paid through monthly installments via direct debit.  At
closing there will be no loans more than 30 days in arrears

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 partially 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.

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 financial instruments, but these ratings only represent
Moody's preliminary credit opinions.  Upon a conclusive review
of the transaction and associated documentation, the rating
agency will endeavor to assign a definitive rating.  A
definitive rating may differ from a provisional rating.


=====================
S W I T Z E R L A N D
=====================


C-PRINT JSC: St. Gallen Court Starts Bankruptcy Proceedings
-----------------------------------------------------------
The Bankruptcy Court of St. Gallen commenced bankruptcy
proceedings against JSC C-Print on March 26.

The Bankruptcy Service of St. Gallen can be reached at:

         Bankruptcy Service of St. Gallen
         Branch Buchs
         Arthur Kollegger
         9471 Buchs
         Werdenberg SG
         Switzerland

The Debtor can be reached at:

         JSC C-Print
         Hauptstrasse 145
         9434 Au
         Rheintal SG
         Switzerland


GEBR. MAINETTI JSC: Creditors' Liquidation Claims Due May 4
-----------------------------------------------------------
Creditors of JSC Gebr. Mainetti have until May 4 to submit their
claims to:

         JSC Kramer St. Gallen
         Liquidator
         Martinsbruggstrasse 65
         9016 St. Gallen
         Switzerland

The Debtor can be reached at:

         JSC Gebr. Mainetti
         Thusis
         Hinterrhein GR
         Switzerland


JET HANDELS JSC: Creditors' Liquidation Claims Due June 4
---------------------------------------------------------
Creditors of JSC JET Handels have until June 4 to submit their
claims to:

         Ernst Christinger
         Liquidator
         Nick & Ineichen
         Gotthardstrasse 3
         6304 Zug
         Switzerland

The Debtor can be reached at:

         JSC JET Handels
         Zug
         Switzerland


TRAUBE BIGEL: Bern Court Closes Bankruptcy Proceedings
------------------------------------------------------
The Bankruptcy Service of Bern entered March 28 an order closing
the bankruptcy proceedings of JSC Traube Bigel.

The Bankruptcy Service of Bern can be reached at:

         Bankruptcy Service of Bern
         Office Burgdorf
         3400 Burgdorf BE
         Switzerland

The Debtor can be reached at:

         JSC Traube Bigel
         Bigel 80
         3432 Goldbach
         Switzerland


ZUMBACH FURST + PARTNER: Zurich Court Starts Bankruptcy Process
---------------------------------------------------------------
The Bankruptcy Court of Winterthur-Altstadt in Zurich commenced
bankruptcy proceedings against JSC Zumbach Furst + Partner on
March 16.

The Bankruptcy Service of Winterthur-Altstadt can be reached at:

         Bankruptcy Service of Winterthur-Altstadt
         8401 Winterthur ZH
         Switzerland

The Debtor can be reached at:

         JSC Zumbach Furst + Partner
         Ackeretstr. 13
         8400 Winterthur ZH
         Switzerland


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


VESTEL ELEKTRONIK: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the corporate families in the
Telecommunications, Media and Technology sectors last week, the
rating agency confirmed its Ba3 Corporate Family Rating for
Vestel Elektronik Sanayi Ve Ticaret A.S.

Moody's also assigned a Ba3 Probability-of-Default rating to the
company.

Debt ratings remain unchanged in conjunction with the
implementation of Moody's Loss Given Default and Probability of
Default rating methodology for existing non-financial
speculative-grade corporate issuers in Europe, Middle East and
Africa.

   * Issuer: Vestel Electronics Finance Ltd.

                                             Projected
                           POD      LGD      Loss-Given
   Debt Issue              Rating   Rating   Default
   ----------              -------  -------  --------
   8.75% Sr. Unsec.
   Regular Bond/Debenture
   Due 2012                Ba3      LGD4     50%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating
methodology will also enhance the consistency in Moody's
notching practices across industries and will improve the
transparency and accuracy of Moody's ratings as Moody's research
has shown that credit losses on bank loans have tended to be
lower than those for similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's
alphanumeric scale.  They express Moody's opinion of the
likelihood that any entity within a corporate family will
default on any of its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's
opinion of expected loss are expressed as a percent of principal
and accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%)
to LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Istanbul, Turkey, Vestel Elektronik Sanayi Ve
Ticaret A.S. -- http://www.vestel.com.tr/-- engages in the
manufacturing, developing, marketing and exporting of consumer
electronics, white goods and digital products.  The Company is a
group of 19 companies, eight of which are based in Turkey and 11
abroad.  Four of these are manufacturers, ten are sales and
marketing and three are involved in research and development.
The remaining two are Vestel Defense Industrials and DEXAR
Multimedia and Telecommunications.  Vestel offers products such
as televisions, home appliances, air conditioners and personal
computers.  The Company's production facilities are located in
Turkey and Russia.  Vestel exports to 103 countries including
Europe, Asia, the Middle East, Africa, America and Australia.


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


AMWORTH LTD: Taps Joint Administrators from Tenon Recovery
----------------------------------------------------------
Carl Stuart Jackson and Nigel Ian Fox of Tenon Recovery were
appointed joint administrators of Amworth Ltd. (fka BKP Dry
Waste Ltd.) (Company Number 5033773) on March 23.

Tenon Recovery -- http://www.tenongroup.com/-- provides
accounting and business advice to owner-managed and private
business.

The company can be reached at:

         BKP Dry Waste Ltd.
         Casbrook Park
         Bunny Lane
         Timsbury
         Romsey
         Hampshire
         SO51 0PG
         England
         Tel: 01794 368 889


ARABELLA OF LONDON: Calls In Liquidators from Ashcrofts
-------------------------------------------------------
Harjinder Johal and George Michael of Ashcrofts were appointed
joint liquidators of Arabella of London Ltd. on April 12 for the
creditors' voluntary winding-up procedure.

Ashcrofts -- http://www.ashcrofts.net/-- offers hands on
expertise specializing in Business Recovery and Insolvency
providing positive solutions for negative situations.

The company can be reached at:

         Arabella of London Ltd.
         Vicarage Farm
         Hadley Road
         Enfield
         Middlesex
         EN2 8LA
         England
         Tel: 020 8367 8750
         Fax: 020 8529 7995


BALL CORP: Fitch Holds BB Issuer Default Rating
-----------------------------------------------
Fitch Ratings has affirmed Ball Corp.'s Issuer Default Rating at
'BB'.  In addition, Fitch has affirmed these ratings for the
company:

    -- Senior secured revolving credit facility 'BB+';
    -- Senior secured term bank debt 'BB+'; and
    -- Senior unsecured notes 'BB'.

The Rating Outlook is Stable.  Approximately US$2.3 billion of
debt is covered by the ratings.

The ratings are supported by a diversified product offering,
diverse packaging substrates, leading market positions, good
cash flow, focus on R&D, stable end markets, and a favorable
defense spending environment.  Concerns relate to higher
leverage driven by recent acquisitions, share repurchases,
customer concentration and total revenue derived predominantly
from one product, domestic sales bias, some pressure from raw
materials and other cost inflation, and the company's
acquisition strategy.

Ball's 2006 revenues were helped by two acquisitions, higher
industry volumes in the U.S., and robust growth in certain
foreign markets.  Higher energy and freight costs continue to be
a challenge, but have moderated somewhat.  Gross profit margin
has declined nearly 270 basis points since 2004.  However,
margins stabilized in 2006 with gross margin up 18 basis points
to 16.33% and operating EBITDA margin of 12.0% for the year,
versus 12.1% in 2005.  In the Aerospace and Technologies segment
operating margin fell 50 basis points to 7.4% for the full year
due to program delays and unfavorable contract mix.  However the
fourth quarter finished strong with operating margin of 10%.
Several key contracts were won during the fourth quarter and
contract backlog rose to a record US$886 million.  Total debt
was US$2.45 billion at Dec. 31, 2006, compared to US$1.58
billion at Dec. 31, 2005.

In March 2006, Ball acquired U.S. Can Corp. and certain plastic
packaging assets from Alcan, Inc.  The debt-financed
acquisitions increased leverage to 3.1 times(x) at fiscal-year-
end (FYE) 2006 versus 2.3x at FYE2005. However, the company
maintains adequate financial flexibility and the broader product
mix acquired through the acquisitions lends further stability to
Ball's business.  The integration of these businesses seems to
be going according to plan.

To finance the acquisitions, Ball raised US$950 million through
the addition of US$500-million of Term Loan D under the senior
secured credit facility and the issuance of US$450-million of
senior unsecured notes (6.625%, due 2018).  The 'BB+' senior
credit facility ratings continue to be supported by about US$1
billion of debt in a junior position to the facility, and equity
market capitalization of about US$5 billion.  The senior credit
facilities are secured by a pledge of 100% of the stock owned by
the company in its direct and indirect majority-owned domestic
subsidiaries and a pledge of 65% of the company's stock of
certain foreign subsidiaries.

The notes and senior credit facilities are guaranteed on a full
and unconditional basis by certain of the company's domestic
wholly owned subsidiaries.  Certain foreign denominated tranches
of the senior credit facilities are similarly guaranteed by
certain of the company's wholly owned foreign subsidiaries.
Financial covenants for the senior credit facility include
minimum interest coverage of 3.5x and maximum leverage ratio of
3.75x.

Ball maintains ample liquidity of US$826.5 million with
US$151.5 million in cash and US$675-million in available multi-
currency revolving credit facilities at FYE2006.  Fitch projects
free cash flow generation in 2007 will be around US$300 million
after capital expenditures of about US$250 million and dividends
of about US$40 million.  Cash deployment for 2007 will likely be
directed towards internal reinvestment, share repurchases,
dividends, pension contributions, and debt reduction.  Term
loans under the credit facility will begin amortizing by the end
of the fourth quarter of 2007.  Scheduled debt maturities are
US$41.2 million in 2007 and US$126.8 million in 2008.

Fitch's Stable Outlook incorporates the company's solid cash
flow generation, relatively stable trends in packaging end-
markets, favorable defense spending environment, and the
company's leading market positions in its product categories.

Key risks going forward are potentially higher raw materials and
energy costs, higher share repurchases, and general economic and
consumer activity- particularly in the crucial summer months
which are Ball's seasonally strong cash flow months.  Additional
acquisition activity is also a possibility given the trends
toward consolidation within the packaging industry.

Ball Corp. is a leading manufacturer of metal beverage, food,
and personal care containers.  The company also makes plastic
packaging and containers for food and beverage end-markets, and
provides certain advanced technologies and products to the
aerospace industry. Ball operates facilities in North and South
America, Europe, and Asia.


BLANDFORD DIRECT: Creditors' Meeting Slated for May 2
-----------------------------------------------------
Creditors of Blandford Direct Retail Ltd. (Company Number
01864670) will meet at noon on May 2 at:

         The Hilton Hotel
         Bottlebank
         Gateshead
         NE8 2AR
         England

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 May 1 at:

         F. G. Newton
         Joint Administrator
         BDO Stoy Hayward LLP
         Commercial Buildings
         11-15 Cross Street
         Manchester
         M2 1BD
         England

BDO Stoy Hayward -- http://www.bdo.co.uk/-- focuses on business
assurance (audit), corporate advisory, tax, and investment
management services, specializing in such industries as
charities, educational institutions, family businesses,
financial services, leisure, and hospitality.  The company is
the U.K. arm of BDO International and has offices in more than
15 cities throughout the U.K.


BRITISH AIRWAYS: Cabin Crew Union Accepts Airline's Proposal
------------------------------------------------------------
British Airways has reached an agreement with its cabin crew
union, resolving pay, pensions and other employment issues, The
Associated Press reports, citing the Transport and General
Workers Union.

According to AP, the crew had planned to hold demonstrations
earlier this year over a number of issues -- pay and pensions,
sickness absence policy and staffing levels.  Because of this,
British Airways had canceled flights.  However, the crew decided
to postpone the strikes.

The union told AP that 11,000 cabin crew-members have approved
an accord that allows an 18.75% boost in pay for pension
purposes and accepted changes to help deal with the 2.1 billion
pound deficit in the airline's pension plan.

"This is a good result for our members, BA [British Airways] and
the traveling public.  We welcome the direct involvement cabin
crew representatives will now have with BA Chief Executive
Willie Walsh," Jack Dromey, the union's deputy general
secretary, commented to AP.

Headquartered in West Drayton, United Kingdom, British Airways
Plc -- http://www.ba.com/-- operates of international and
domestic scheduled and charter air services for the carriage of
passengers, freight and mail, and provides of ancillary
services.  The British Airways group consists of British Airways
Plc and a number of subsidiary companies including in particular
British Airways Holidays Limited and British Airways Travel
Shops Limited.  BA has offices in India and Guatemala.

                        *     *     *

British Airways' 7-1/4% senior unsubordinated notes due 2016 and
10-7/8% notes due 2008 carry Moody's Investors Service's Ba2
ratings and Standard & Poor's BB- ratings.


CENTRAL DAIRIES: Brings In Begbies Traynor as Administrators
------------------------------------------------------------
James P. N. Martin and Paul Stanley of Begbies Traynor were
appointed joint administrators of Central Dairies (Colwyn Bay)
Ltd. (Company Number 02457136) on April 3.

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

The company can be reached at:

         Central Dairies (Colwyn Bay) Ltd.
         Station Road
         Mochdre
         Colwyn Bay
         Clwyd
         LL28 5EF
         Wales
         Fax: 01492 546 543


CLARKSON KNITTING: Appoints Joint Administrators from PwC
--------------------------------------------------------
Robert Nicholas Lewis and Derek Anthony Howell of
PricewaterhouseCoopers LLP were appointed joint administrators
of Clarkson Knitting Ltd. (Company Number 02467475) on April 2.

PricewaterhouseCoopers LLP -- http://www.pwcglobal.com/--  
provides auditing services, accounting advice, tax compliance
and consulting, financial consulting and advisory services to
clients in a variety of industries.

The company can be reached at:

         Clarkson Knitting Ltd.
         Western Industrial Estate
         Lon y Llyn
         Caerphilly
         Mid Glamorgan
         CF83 1XJ
         Wales
         Tel: 029 2086 1411
         Fax: 029 2086 0127


CONSTELLATION BRANDS: Peter Soderberg to Join Board of Directors
----------------------------------------------------------------
Constellation Brands Inc.'s Board of Directors authorized an
increase in board positions from seven to eight, and approved
Peter H. Soderberg, 60, to fill the new board seat effective
April 4, 2007.

Mr. Soderberg is currently president and Chief Executive Officer
of Batesville, Indiana-based Hillenbrand Industries Inc., a
public holding company for two major operating businesses
serving the healthcare and funeral services industries.

"With tremendous manufacturing, marketing and operational
experience in the consumer products, business-to-business and
service industry sectors, Peter will be a valued addition to the
Constellation Brands board and we look forward to the
contributions he will make and the guidance he will provide,"
said Richard Sands, Constellation Brands chairman and chief
executive officer.  "It has been our desire to increase the
number of directors as the company grows, and we believe the
time is right to add another voice to our strategic business
analysis and decision making capabilities."

Prior to joining Hillenbrand in 2006, Mr. Soderberg was with
privately held Welch Allyn Inc. from 1993 to 2006, rising to
president and chief executive officer of the New York-based
medical equipment manufacturer in 2000.  Mr. Soderberg spent 23
years at Johnson & Johnson in various management positions,
mostly in consumer products, and he also founded a venture
capital business, Princeton Entrepreneurial Resources.  He
earned a bachelor's degree in engineering from Yale University.
Mr. Soderberg is currently on the boards of the Advanced Medical
Technology Association, the Syracuse Symphony Orchestra,
Greatbatch, Inc., as well as Hillenbrand.

Headquartered in Fairport, New York, Constellation Brands Inc.
(NYSE:STZ, ASX:CBR) -- http://www.cbrands.com/-- produces and
markets beverage alcohol brands with a broad portfolio across
the wine, spirits and imported beer categories.  The company
also operates in the United Kingdom, Canada, Australia, Japan,
and New Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on March 5, Moody's
lowered the company's corporate family rating and probability of
default rating to Ba3 from Ba2 after the company reported a new
US$500 million share repurchase program.  Moody's revised its
outlook to stable from negative.

Standard & Poor's Ratings Services lowered its ratings on
Constellation Brands, including its corporate credit and bank
loan ratings to 'BB-' from 'BB', with a stable outlook.

Fitch Ratings has downgraded Constellation Brands' issuer
default rating, bank credit facility, and senior unsecured notes
to 'BB-' from 'BB'.


CONSTELLATION BRANDS: Earns US$331.9 Mln for Year Ended Feb. 28
---------------------------------------------------------------
Constellation Brands Inc. posted US$331.9 million in net profit
on US$6.4 billion in net revenues for the financial year ended
Feb. 28, 2007, compared with US$325.5 million in net profit on
US$5.7 billion in net revenues for the financial year ended
Feb. 28, 2006.

The company posted US$70.2 million in net profit on
US$1.4 billion in net revenues for the fourth quarter ended
Feb. 28, 2007, compared with US$58.2 million in net profit on
US$1.3 billion in net revenues for the fourth quarter ended
Feb. 28, 2006.

"While we had a solid year of organic net sales growth, our
earnings performance was somewhat challenged by competitive
conditions in the U.K. market," Richard Sands, Constellation
Brands chairman and chief executive officer, said.  "However,
the Constellation Brands business remains fundamentally sound
and we were able to achieve several long-term strategic goals
throughout the year, including the acquisition and integration
of Vincor, formation of the Crown Imports beer joint venture,
initiation of the SVEDKA Vodka acquisition and refining the
organizational and operational structure of our wine business."

"To address the weakness experienced in the U.K., we are setting
in motion initiatives to grow our business there in under-
developed routes-to-market and channels while expanding our
presence in other European markets. We are also taking steps to
maximize operating efficiencies and achieve increased
profitability in the U.K. We always take a long-term view and we
are confident in our ability to capture growth opportunities and
create value over the long term."

As of Feb. 28, 2007, Constellation Brands had US$9.4 billion in
total consolidated assets, US$6 billion in total consolidated
liabilities, and US$3.4 billion in total shareholders' equity.

                   About Constellation Brands

Headquartered in Fairport, New York, Constellation Brands Inc.
(NYSE:STZ, ASX:CBR) -- http://www.cbrands.com/-- produces and
markets beverage alcohol brands with a broad portfolio across
the wine, spirits and imported beer categories.  The company
also operates in the United Kingdom, Canada, Australia, Japan,
and New Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on March 5, Moody's
lowered the company's corporate family rating and probability of
default rating to Ba3 from Ba2 after the company reported a new
US$500-million share repurchase program.  Moody's revised its
outlook to stable from negative.

Standard & Poor's Ratings Services lowered its ratings on
Constellation Brands, including its corporate credit and bank
loan ratings to 'BB-' from 'BB', with a stable outlook.

Fitch Ratings has downgraded Constellation Brands' issuer
default rating, bank credit facility, and senior unsecured notes
to 'BB-' from 'BB'.


CORUS GROUP: Fitch Retains Rating Watch Negative on BB- IDR
-----------------------------------------------------------
Fitch Ratings said that Corus Group Plc's Issuer Default 'BB-'
and Short-term 'B' ratings remain on Rating Watch Negative
following the completion of its takeover by India-based Tata
Steel Limited, and announcement on April 17 about its funding
for the transaction.  The 'B+' ratings on CS's EUR800-million
7.5% senior notes and Corus Finance Plc's GBP200 million 6.75%
guaranteed bonds also remain on RWN.

Funding for the takeover will include US$4.1 billion of equity
and US$6.14 billion of non-recourse debt at the acquisition
vehicle -- Tata Steel U.K. Limited -- plus US$2.66 billion of
quasi-equity/long-term capital funding at the Tata Steel Asia
Singapore level.  Based on the disclosed level of non-recourse
debt to be serviced from CS's cash flows, Fitch estimates gross
leverage of approximately 4.0x based on CS's 12 months ended
Sept. 30, 2006, EBITDA, which would be comparatively high for
the current 'BB-' rating.

Fitch does, however, recognize several potential mitigating
factors and will not resolve the RWN until it has held
discussions with Tata Steel management on a number of issues.
The agency expects to hold a meeting with the company in early
May to discuss among other issues the financial projections for
CS, the potential synergies and operational benefits that Tata
Steel could provide to CS, the nature of the funding to be
raised by Tata Steel Asia Singapore, and the level of financial
support that Tata Steel could be expected to provide in the
event of financial difficulties at CS.

CS's ratings were placed on RWN on Oct. 20, 2006 following
initial disclosure of the non-recourse nature of a portion of
Tata Steel's acquisition financing arrangements.  Previously, on
Oct. 18, 2006, Fitch had assigned a Rating Watch Positive on the
expectation that a combined CS / Tata Steel would have a
stronger operational profile and higher margins compared to CS
on a standalone basis.

Following the acquisition of CS, Tata Steel is the world's
fifth-largest steel producer based on combined 2005 output of
23.5 million tons.


CUNLIFFE ELECTRICAL: Names Administrators from Begbies Traynor
--------------------------------------------------------------
Robert Michael Young and Paul Finnity of Begbies Traynor were
appointed joint administrators of Cunliffe Electrical Ltd.
(Company umber 03367823) on April 3.

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

The company can be reached at:

         Cunliffe Electrical Ltd.
         Unit 9A
         Albion Road
         Carlton Industrial Estate
         Carlton
         Barnsley
         South Yorkshire
         S71 3HW
         England
         Tel: 01226 709 501
         Fax: 01226 709 151


ECLIPSE 2007-1: Fitch Puts BB Rating on GBP9.9-Mln Class E Notes
----------------------------------------------------------------
Fitch Ratings assigned final ratings to Indus Eclipse 2007-1's
commercial mortgage-backed floating-rate notes due 2020:

   -- GBP729-million Class A: 'AAA'
   -- GBP100,000 Class X: 'AAA'
   -- GBP48-million Class B: 'AA'
   -- GBP54-million Class C: 'A'
   -- GBP53.5-million Class D: 'BBB'
   -- GBP9.9-million Class E: 'BB'

The final ratings reflect the positive and negative features of
the underlying collateral and the integrity of the legal and
financial structure.  The ratings on all the notes other than
the Class X also address the timely payment of interest on the
notes and the ultimate repayment of principal by final legal
maturity in October 2020 in accordance with the notes' terms and
conditions.

This transaction is a securitization of 18 loans originated by
Barclays and a 33.33% vertical slice of a senior loan originated
by a subsidiary of HBOS, with outstanding balance of
GBP894.5 million at cut-off date.

The loans are secured by a portfolio of 366 office, retail,
industrial, shopping centers and other properties located in
London and the U.K., valued at GBP1.4 billion.  The two largest
loans are backed by good quality single properties located in
central London.  The remainder of the pool is secured on assets
either in secondary locations or on secondary quality assets, in
some cases with some vacancy.  However, overall the pool enjoys
a good level of granularity.

Initial credit enhancement for the Class A notes is provided by
subordination of the Class B, C, D and E notes.  Likewise,
initial credit enhancement for the Class B, Class C, and Class D
is provided by the subordination of those notes junior to them.
There is no initial credit enhancement provided to the Class E
notes.

The structure features a liquidity facility set at the lower of
9% of the outstanding principal balance of the pool and
GBP50 million.


FORD MOTOR: Selling ACH Glass Business to Glass Products
--------------------------------------------------------
Ford Motor Co. and Glass Products have reached a Memorandum of
Understanding, the first step toward the sale of the Automotive
Components Holdings Glass Operations and its plants in
Nashville, Tennessee, and Tulsa, Oklahoma, and its subsidiary
Vidriocar in Juarez, Mexico.

ACH Glass Operations supply architectural glass, original
equipment and aftermarket glass for Ford cars and trucks, and
aftermarket glass for vehicles of other makes.  It supplied
original equipment glass for about 2.7 million vehicles last
year.  About 1,600 full-time employees work in the operations.

"This MOU is another solid sign of progress for our North
American Way Forward plan," Mark Fields, Ford's President of The
Americas, said.  "The successful approach Ford is taking with
our component operations -- including selling or idling our ACH
facilities -- will help us achieve our commitment to reduce
overall operating costs by US$5 billion by the end of 2008."

With this agreement, ACH has sold one business and has signed
MOUs outlining the framework for the sale of four others.  The
ACH fuel rail business and its El Jarudo subsidiary were sold
recently.  Negotiations are continuing regarding the climate
control business and the Sheldon Road Plant near Plymouth,
Michigan; the fascia and fuel tank businesses and the Milan
(Michigan) Plant; and the ACH propshaft business, which
currently is one of the products produced at a Monroe, Michigan,
facility.

"We are particularly pleased to announce a MOU for the sale of
the Glass Operations," Al Ver, ACH CEO and COO and Ford vice
president, said.  "Sale of these operations has been in various
stages of discussion and negotiation for many years.  We believe
this agreement represents the best option for the continued
success of these facilities in the years ahead."

Glass Products was formed by Robert Price, a Tulsa-based private
investor and experienced business leader with a strong record of
success in the natural gas industry, logistics, and medical
facility management.

"I am excited by this new venture, especially with its potential
of growth for a business that has been a hallmark of the Tulsa
business community for many years," Mr. Price, who serves as
chairman of Glass Products, said.

The final agreement is contingent upon a new and competitive
agreement with the UAW, as well as state and local government
incentives.

ACH is a temporary company established and managed by Ford to
ensure the flow of quality components and systems while
preparing the automotive component operations for sale or
idling.  The US$4 billion company and its 12 plants are
supported by 12,000 full-time employees, mostly leased from
Visteon or Ford.

                      About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures and distributes automobiles
in 200 markets across six continents.  With more than 280,000
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.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan
and '2' recovery ratings on Ford Motor Co.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4'.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's US$3 billion of senior convertible notes
due 2036.


FOXHIGH LTD: Creditors' Meeting Slated for April 26
---------------------------------------------------
Creditors of Foxhigh Ltd. will meet at 2:30 p.m. on April 26 at:

         RMT
         Gosforth Park Avenue
         Newcastle upon Tyne
         NE12 8EG
         England

Creditors who want to vote at the meeting have until noon on
April 25 to submit their proxy forms together with particulars
of their claims or of any security at the said address.

A list of names and addresses of the company's creditors will be
available for inspection free of charge between 10:00 a.m. and
4:00 p.m. on April 24.


GENERAL MOTORS: Cuts Jobs in Belgium, Plans Growth in Asia
----------------------------------------------------------
General Motors Corp. will cut 1,400 jobs in Antwerp, Belgium as
it shifts the production of Astra compact cars to plants in
Germany, Poland, Sweden and the United Kingdom by 2010,
published reports say.

Carl-Peter Forster, president of GM Europe, described the
decision as "extraordinarily difficult" but said it was part of
the company's restructuring activities in Western Europe, Joseph
White and Stephen Power of The Wall Street Journal report.

The Detroit Free Press says the move will see GM investing
EUR3.1 billion in developing the Astra and related models in the
other plants.

Astra, WSJ notes, is GM's best-selling vehicle in Europe,
accounting for nearly 25% of its annual vehicle sales in the
region.  However, intense competition from cheaper Asian rivals
affected demand for the model.

                          Asian Growth Plans

The job cuts in Belgium came on the same day GM disclosed
ambitious growth plans in India and China indicating its intent
to keep shifting resources to the East and away from the mature
markets in the U.S. and Western Europe, Messrs. White and Power
report.

WSJ notes that the move illustrates GM Chief Executive Officer
Rick Wagoner's strategy of banking on growth in Asia and Eastern
Europe to offset the impact on GM of its losses in its key North
American auto operations.

According to WSJ, GM plans to double production capacity in
China to one million units by 2010.  Mr. Wagoner also revealed
plans to make India a production hub for the company to sell
cars worldwide adding that the country could "emerge as the
second-fastest growing automotive market in the world," a report
by the WSJ says.

Speaking separately to reporters in Korea, GM's Vice Chairman
and Chief Financial Officer Frederick Henderson also said the
company remains interested in a possible tie-up with Malaysia's
Proton Holdings Bhd., as it has greater access to the growing
Indonesian and Southeast Asian market, WSJ relates.

                    About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 284,000
people around the world.  It has manufacturing operations in
33 countries including Belgium, France, Germany, India, Mexico,
and its vehicles are sold in 200 countries.  GM sells cars and
trucks under these brands: Buick, Cadillac, Chevrolet, GMC, GM
Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, and
Vauxhall.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
US$1.5 billion secured term loan of General Motors Corp.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
US$1.5 billion secured term loan of General Motors Corp.


INNKING LTD: Claims Filing Period Ends April 12
-----------------------------------------------
Creditors of Innking Ltd. have until April 12 to submit their
claims in writing to:

         Robert David Hewitt
         Joint Liquidator
         Gibson Hewitt
         5 Park Court
         Pyrford Road
         West Byfleet
         Surrey
         KT14 6SD
         England

Lynn Gibson and Robert David Hewitt of Gibson Hewitt were
appointed joint liquidators of the company on April 12 by
resolutions of members and creditors.


JEFF KILLICK: Hires Liquidators from Begbies Traynor
----------------------------------------------------
Paul Finnity and Robert Michael Young of Begbies Traynor were
appointed joint liquidators of Jeff Killick Waterproofing Ltd.
on March 30 for the creditors' voluntary winding-up proceeding.

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

The company can be reached at:

         Jeff Killick Waterproofing Ltd.
         38 Violet Road
         West Bridgford
         Nottingham
         Nottinghamshire
         NG2 5HA
         England
         Tel: 0115 981 3994
         Fax: 0115 981 7573


LEEK FINANCE: Moody's Assigns Ba3 Rating to Two Note Classes
------------------------------------------------------------
Moody's Investors Service assigned definitive credit ratings to
these Notes to be issued by Leek Finance Number Nineteen Plc:

   -- GBP28-million Class A1a Mortgage Backed Floating Rate
      Notes Due 2038: Aaa;

   -- US$255-million Class A1b Mortgage Backed Floating Rate
      Notes Due 2038: Aaa;

   -- GBP110-million Class A2a Mortgage Backed Floating Rate
      Notes Due 2038: Aaa;

   -- US$624.1-million Class A2b Mortgage Backed Floating Rate
      Notes Due 2038: Aaa;

   -- EUR124.5-million Class A2c Mortgage Backed Floating Rate
      Notes Due 2038: Aaa;

   -- GBP23-million Class Ma Mortgage Backed Floating Rate Notes
      Due 2038: Aa2;

   -- EUR68-million Class Mc Mortgage Backed Floating Rate Notes
      Due 2038: Aa2;

   -- GBP12-million Class Ba Mortgage Backed Floating Rate Notes
      Due 2038: A2;

   -- EUR51-million Class Bc Mortgage Backed Floating Rate Notes
      Due 2038: A2;

   -- GBP6-million Class Ca Mortgage Backed Floating Rate Notes
      Due 2038: Baa3;

   -- EUR32.9-million Class Cc Mortgage Backed Floating Rate
      Notes Due 2038: Baa3;

   -- GBP13-million Class Da Mortgage Backed Floating Rate Notes
      Due 2038: Ba3; and

   -- EUR6.7-million Class Dc Mortgage Backed Floating Rate
      Notes Due 2038: Ba3.

Moody's previously assigned provisional ratings to the Notes on
March 16.

This is the thirteenth public U.K. RMBS issue from the Leek
Finance series.  The Notes are backed by a portfolio of first
lien mortgage loans secured on residential properties located in
England, Wales, Scotland and Northern Ireland originated by
Platform Funding Limited, a wholly owned subsidiary of Britannia
Building Society (A2, Prime-1).  Western Mortgage Services
Limited, a wholly owned subsidiary of Britannia, is the sub-
administrator in respect of the PFL mortgages.

The total debt raised by Leek Finance Number Nineteen Plc will
be used to purchase a portfolio of mortgage loans, and will be
split as follows:

   -- 18.99% Class A1 Notes;
   -- 61.60% Class A2 Notes;
   -- 8.31% Class M Notes;
   -- 5.60% Class B Notes;
   -- 3.40% Class C Notes; and
   -- 2.11% Class D Notes.

In addition, the Notes are supported by a reserve fund of 2.15%
of Notes balance at closing.

The Notes redeem sequentially, firstly the Class A1 Notes, then
the Class A2 Notes, then the Class M Notes, then the Class B
Notes, after that the Class C Notes and lastly the Class D
Notes.  Only after repayment of interest and principal under the
Expense Loan will the subordinated loan receive interest
payments.  The repayment of principal under the subordinated
loan will occur only after all the Notes have been repaid in
full.

The definitive ratings of the Notes are primarily based on an
assessment of:

   (1) a loan-by-loan analysis of the residential mortgage loans
       backing the Notes;

   (2) the protection that the Notes receive from credit
       enhancement against defaults and arrears in the pool;

   (3) the legal and structural integrity of the transaction;

   (4) the credit quality of Britannia as guarantor of the
       obligations of the pool administrators and of the cash
       bond administration as well as of the representations and
       warranties provided by the originator;

   (5) the experience and expertise of Western Mortgage Services
       Limited, in its role as sub-administrator; and

   (6) the obligations of the various highly rated transaction
       parties as providers of hedging and liquidity agreements.

The ratings assigned address the expected loss posed to
investors by the legal final maturity.  Moody's believes the
structure allows for timely payment of interest and ultimate
payment of principal at par on or before the rated final legal
maturity date.  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.


LITTLE GIANT: Creditors' Meeting Slated for April 26
----------------------------------------------------
Creditors of Little Giant Ltd. will meet at 11:00 a.m. on April
26 at:

         Holland Hall Hotel
         Lafford Lane
         Up Holland
         Lancashire
         WN8 0QZ
         England

Creditors who want to vote at the meeting have until noon on
April 25 to submit their proxy forms together with particulars
of their claims or of any security at:

         T.H. Associates
         Towngate House
         116-118 Towngate
         Leyland
         Preston
         PR25 2LQ
         England

T. J. Hargreaves of T.H. Associates will furnish creditors with
information concerning the company's affairs free of charge as
they may reasonably require.


MANOR HOUSE: Claims Filing Period Ends May 18
---------------------------------------------
Creditors of Manor House Collection Ltd. have until May 18 to
send their names and addresses and the particulars of their
debts or claim, and or any security held by them, and the names
and addresses of their solicitors (if any) to:

         Robin Ashe and Andrew John Turner
         Joint Liquidators
         Lovewell Blake
         89 Bridge Road
         Oulton Broad
         Lowestoft
         Suffolk
         NR32 3LN
         England

Christopher Robin Ashe and Andrew John Turner of Lovewell Blake
were appointed joint liquidators of the company on April 2.


NEXT CIVIL: Creditors' Meeting Slated for May 2
-----------------------------------------------
Creditors of Next Civil Engineering Ltd.(Company Number
04437473) will meet at 10:00 a.m. on May 2 at:

         BDO Stoy Hayward LLP
         Arcadia House
         Maritime Walk
         Ocean Village
         Southampton
         SO14 3TL
         England

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 May 1 at:

         A H Beckingham
         Joint Administrator
         BDO Stoy Hayward LLP
         Arcadia House
         Maritime Walk
         Ocean Village
         Southampton
         SO14 3TL
         England

BDO Stoy Hayward -- http://www.bdo.co.uk/-- focuses on business
assurance (audit), corporate advisory, tax, and investment
management services, specializing in such industries as
charities, educational institutions, family businesses,
financial services, leisure, and hospitality.  The company is
the U.K. arm of BDO International and has offices in more than
15 cities throughout the U.K.


PAINT POTS: Creditors' Meeting Slated for May 3
-----------------------------------------------
Creditors of Paint Pots Nursery Ltd. will meet at 10:30 a.m on
May 3 at the offices of:

         Parkin S. Booth & Co.
         20 Winmarleigh Street
         Warrington
         WA1 1JY
         England

Paul James Fleming of Parkin S. Booth & Co. will furnish
creditors with information concerning the company's affairs free
of charge as they may reasonably require during the period
before the day of the meeting.

Parkin S. Booth & Co -- http://www.parkinsbooth.co.uk/-- deals
entirely with insolvency practice.


PAPERFREE SYSTEMS: T. Papanicola Leads Liquidation Procedure
------------------------------------------------------------
T. Papanicola was appointed liquidator of Paperfree Systems Ltd.
on April 11 for the creditors' voluntary winding-up proceeding.

The company can be reached at:

         Paperfree Systems Ltd.
         Help Line
         Epsom Court
         Epsom Road
         White Horse Business Pk
         Trowbridge
         Wiltshire
         BA14 0XF
         England
         Tel: 01225 775 999
         Fax: 01225 775 888


PENNY PLAIN: Creditors' Meeting Slated for May 2
------------------------------------------------
Creditors of Penny Plain Ltd. (Company Number 04985786) will
meet at noon on May 2 at:

         The Hilton Hotel
         Bottlebank
         Gats head
         NE8 2AR
         England

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 Jan. 5 at:

         F. G. Newton
         Joint Administrator
         BDO Stoy Hayward LLP
         Commercial Buildings
         11-15 Cross Street
         Manchester
         M2 1BD
         England

BDO Stoy Hayward -- http://www.bdo.co.uk/-- focuses on business
assurance (audit), corporate advisory, tax, and investment
management services, specializing in such industries as
charities, educational institutions, family businesses,
financial services, leisure, and hospitality.  The company is
the U.K. arm of BDO International and has offices in more than
15 cities throughout the U.K.


PROFESSIONAL FINANCIAL: Brings In Liquidators from KPMG
-------------------------------------------------------
Finbarr Thomas O'Connell and Jane Bronwen Moriarty of KPMG LLP
were appointed joint liquidators of Professional Financial
Solutions Ltd. (formerly A Swanston Associates Ltd. and Delltent
Ltd.) on April 11 for the creditors' voluntary winding-up
proceeding.

KPMG LLP -- http://www.kpmg.co.uk/-- offers accounting, audit,
and tax-related services to customers in such target industries
as banking, media and entertainment, consumer products, health
care providers, insurance, and pharmaceuticals.

The joint liquidators can be reached at:

         Finbarr Thomas O'Connell and Jane Bronwen Moriarty
         KPMG LLP
         8 Salisbury Square
         London
         EC4Y 8BB
         England


RESLOC UK: Standard & Poor's Rates Class F Notes at B
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
credit ratings to the mortgage-backed and excess spread
floating-rate notes to be issued by ResLoC U.K. 2007-1 PLC, a
special purpose entity.

This is Morgan Stanley's U.K. residential mortgage platform
inaugural securitization transaction. Morgan Stanley has
established a U.K. residential mortgage platform, following the
acquisition in December 2005 of Advantage Homeloans Ltd.

The collateral comprises a pool of first-ranking mortgages
secured over freehold and leasehold, owner-occupied, "right-to
buy", and "buy-to-let" properties in the U.K.

Strong protection will be provided to the senior notes through
subordination of the junior notes, the reserve fund, excess
spread, the sequential payment structure, and the availability
of a liquidity facility.

                           Ratings List

ResLoC U.K. 2007-1 PLC
   GBP914.6 Million Mortgage-Backed And Excess Spread Floating-
   Rate Notes

                          Prelim.        Prelim. Amount
           Class          rating           (Mln. GBP)
           -----          ------            --------
           A1             AAA                  TBD
           A2             AAA                  TBD
           A3             AAA                  TBD
           M              AAA                  TBD
           B              AA                   TBD
           C              A                    TBD
           D              BBB                  TBD
           E1             BB                   TBD
           E2(1)          BB                   TBD
           F(1)           B                    TBD
           MERC(2)        AAA                  N/A

  (1) The class E2 and F1 notes will be repaid through excess
      spread.  The ratings on the class F1 notes address the
      ultimate payment of interest and principal.

  (2) The mortgage early redemption certificates constitute
      amounts payable to MERC noteholders from payments made to
      the issuer when borrowers repay their mortgages early.


ULTRA BRITE: Creditors' Meeting Slated for April 25
---------------------------------------------------
Creditors of Ultra Brite Windows (U.K.) Ltd. (t/a Nationwide
Plastics) will meet at 10:30 a.m. on April 25 at the offices of:

         Begbies Traynor
         No. 1 Old Hall Street
         Liverpool
         L3 9HF
         England

A list of names and addresses of the company's creditors will be
available for inspection free of charge on April 23.

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


VONAGE HOLDINGS: 2006 Results Includes Bankruptcy Warning
---------------------------------------------------------
Vonage Holdings Corp. filed with the U.S. Securities and
Exchange its financial statement on Form 10-K for the year ended
Dec. 31, 2006.

The company reports that it incurred significant operating
losses since inception and as a result, generated negative cash
flows from operations, and has an accumulated deficit of
US$720.9 million at Dec. 31, 2006.

The company's primary sources of funds has been proceeds from:

    * private placements of its preferred stock,

    * private placement of its convertible notes,

    * an initial public offering of its common stock,

    * operating revenues and borrowings under notes payable from
      its principal stockholder and Chairman, which were
      subsequently converted into shares of the company's
      preferred stock.

In 2005, the company raised proceeds, net of expenses, of:

    * US$195.7 million from the issuance of preferred stock and

    * US$240.0 million in December 2005 and January 2006 in a
      private placement of convertible notes.

In 2006, the company raised US$491.1 million in net proceeds
from an initial public offering, or IPO, of common stock which
includes costs of US$1.9 million incurred in 2005.

The company relates that it has used the proceeds from the
convertible note offering and intends to use the proceeds from
the IPO for working capital and other general corporate
purposes, including funding operating losses.

                         Financials

For the year ended Dec. 31, 2006, the company reported a net
loss of US$338,573,000 on revenues of US$607,397,000 compared to
a net loss of US$261,334,000 on revenues of US$269,196,000 for
the year ended Dec. 31, 2005.

At Dec. 31, 2006, the company's balance showed total assets of
US$757,524 and total liabilities of US$574,323.

A full-text copy of the company's financial statement of Form
10-K for the year ended Dec. 31, 2006, is available for free at:

             http://ResearchArchives.com/t/s?1d6d

                      Reduction-in-Force

On April 11, 2007, the company reduced its total workforce by
approximately 10% to reduce costs and improve efficiency.  The
company anticipates incurring a charge of approximately
US$5 million, all of which would be for one-time employee
termination benefits.

              Resignation of Chief Executive Officer

On April 12, 2007, Michael Snyder stepped down from his position
as Chief Executive Officer and resigned from the company's Board
of Directors, effective April 11, 2007.  Jeffrey A. Citron,
Chairman and Chief Strategist was appointed, effective April 11,
2007, as the company's interim Chief Executive Officer and is
expected to serve on a short-term basis.

The company discloses that it has commenced a search for Mr.
Snyder's replacement.

                       Verizon Litigation

On June 12, 2006, Verizon Services Corp., Verizon Laboratories
Inc., and Verizon Communications, Inc., against the company and
its subsidiary Vonage America Inc., with the U.S. District Court
for the Eastern District of Virginia.  Verizon alleged that the
company infringed seven patents in connection with providing
VoIP services and sought injunctive relief, compensatory and
treble damages and attorneys' fees.  Verizon dismissed its
claims with respect to two of its patents prior to trial, which
commenced on Feb. 21, 2007.

After trial on the merits, a jury returned a verdict finding
that the company infringed three of the patents-in-suit.  The
jury rejected Verizon's claim for willful infringement, treble
damages, and attorneys' fees, and awarded compensatory damages
in the amount of US$58 million.  The trial court subsequently
indicated that it would award Verizon US$1.6 million in
prejudgment interest on the US$58 million jury award.  The trial
court issued a permanent injunction with respect to the three
patents the jury found to be infringed effective April 12, 2007.

The company says that the trial court has permitted the company
to continue to service existing customers pending appeal,
subject to deposit into escrow of a 5.5% royalty on a quarterly
basis.  The trial court also ordered that the company may not
use its technology that was found to be infringing to provide
services to new customers.

In addition, the company posted a US$66 million bond to stay
execution of the monetary judgment pending appeal.

On April 6, 2007, the company filed an amended notice of appeal
with the United States Court of Appeals for the Federal Circuit,
which issued a temporary stay of the injunction imposed by the
trial court.  The temporary stay will remain in effect until the
appellate court rules on whether to grant a stay for the
duration of the appeal.  The Court of Appeals has set a briefing
schedule and ordered the parties to appear for oral argument on
the request for a stay pending appeal on April 24, 2007.

                  Likely Effects of Litigation
                       Bankruptcy Warning

The company says that its ongoing patent litigation with
Verizon, if determined against the company, could:

    * result in the loss of a substantial number of existing
      customers or prohibit the acquisition of new customers;

    * lead to an event of default under the terms of the
      company's convertible notes, which could accelerate the
      payment of approximately US$253.6 million of principal and
      interest under the notes;

    * cause the company to accelerate expenditures to preserve
      existing revenues;

    * cause existing or new vendors to require prepayments or
      letters of credit;

    * cause the company to lose access to key distribution
      channels;

    * result in substantial employee layoffs or risk the
      permanent loss of highly-valued employees;

    * materially and adversely affect the company's brand in the
      market place and cause a substantial loss of goodwill;

    * cause the company's stock price to decline significantly
      or otherwise cause the company to fail to meet the
      continued listing requirements of the New York Stock
      Exchange, which could result in the delisting of its
      common stock from the Exchange;

    * materially and adversely affect the company's liquidity,
      including its ability to pay debts and other obligations
      as they become due; and

    * lead to the bankruptcy or liquidation of the company.

                        About Vonage

Vonage Holdings Corp. (NYSE:VG) -- http://www.vonage.com/-- is
a provider of broadband telephone services with over 1.4 million
subscriber lines as of February 8, 2006.  Utilizing its voice
over Internet protocol technology platform, the company offers
feature-rich, low-cost communications services with a call
quality comparable to traditional telephone services.  While
customers in the United States represent over 95% of its
subscriber lines, Vonage continues to expand internationally,
having launched its service in Canada in November 2004, and in
the United Kingdom in May 2005.


YELL GROUP: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the corporate families in the
Telecommunications, Media and Technology sectors last week, the
rating agency confirmed its Ba3 Corporate Family Rating for
Yell Group plc.

Moody's also assigned a B1 Probability-of-Default rating to the
company.

Debt ratings remain unchanged in conjunction with the
implementation of Moody's Loss Given Default and Probability of
Default rating methodology for existing non-financial
speculative-grade corporate issuers in Europe, Middle East and
Africa.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating
methodology will also enhance the consistency in Moody's
notching practices across industries and will improve the
transparency and accuracy of Moody's ratings as Moody's research
has shown that credit losses on bank loans have tended to be
lower than those for similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's
alphanumeric scale.  They express Moody's opinion of the
likelihood that any entity within a corporate family will
default on any of its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's
opinion of expected loss are expressed as a percent of principal
and accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%)
to LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Reading, United Kingdom, Yell Group plc --
http://www.yellgroup.com/-- is a publisher of classified
advertising directories in the United Kingdom and the Untied
States.  The Company's printed directories include its Yellow
Pages and Business Pages directories in the United Kingdom, and
Yellow Book directories in the United States.  Other products
and services offered by it include Yell.com, Yellowbook.com and
Yellow Pages 118 24 7.  Yell.com is the Company's United Kingdom
online advertising medium and major local search engine,
offering information from 174,000 searchable advertisers.
Yellowbook.com is the Internet site for Yellow Book.


* BOOK REVIEW: Ancient Law (Law Classic)
----------------------------------------
Author:     Henry James Sumner Maine
Publisher:  Beard Books
Paperback:  256 pages
List Price: US$34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587980681/internetbankru
pt

The book Ancient Law, written by Sir Henry Maine examines the
fascinating origins of human ideas and society as reflected in
the law.

This book is engrossing reading for all who may be interested in
the growth of human ideas and the origins of human society.

Its object is to reveal some of the earliest ideas of mankind,
reflected in Ancient Law, to point out the relation of those
ideas to later thought.

Early society, reflected in the law, begins with the group (the
family), not with the individual.

Covered are: ancient codes; legal fictions; law of nature and
equity; the modern history of the law of nature; primitive
society and ancient law; the early history of testamentary
succession; ancient and modern ideas respecting wills and
successions; the early history of property, contract, and delict
and crime.

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

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 P. Laureno, Julybien Atadero, Carmel Zamesa
Paderog, Joy Agravante, Zora Jayda Zerrudo Sala, Kristina A.
Godinez, and Pius Xerxes Tovilla, Editors.

Copyright 2007.  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$625 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 * * *