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/raid1/www/Hosts/bankrupt/TCREUR_Public/020708.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 Monday, July 8, 2002, Vol. 3, No. 133 Headlines F R A N C E ALCATEL: Telecom Vendor's Rendundancy Affects 480 Jobs in Canada ALCATEL: Telecom Network Vendor Launches 3G Services in Portugal RHODIA SA: Announces Changes on Board of Directors G E R M A N Y BABCOCK BORSIG: Failed Negotiations Force Group Into Insolvency DEUTSCHE TELEKOM: Sees Higher Staffing Costs From Pay Agreement HERLITZ: Hope Looms as Creditors Guarantee EUR 15-20MM Credit RTV FAMILY: Unit Releases RTV Obligations, Unit in Administration SER SYSTEMS: SER Solutions Announces Successful Completion of MBO SER SYSTEMS: Requests Opening of an Insolvency Procedure U N I T E D K I N G D O M ANTISOMA PLC: Appoints Ann Hacker as a Non-executive Director BARR HOTELS: Announcement to Holders of Notes Due April 2004 BIOCOMPATIBLES INTERNATIONAL: Capital Increase Resolution Passed BNFL PLC: Government's White Paper Paves Way for "New BNFL" BNFL: PNTL Ships From Japan Brings MOX Fuel to Sellafield COOKSON GROUP: Trading Update Before Interim H1 Results COMPASS GROUP: Disclosure of Interests in Japanese Subsidiary KINGFISHER PLC: GBP2BB Castorama Rights Plan Hangs in Balance MARCONI PLC: Deliver IT Solutions in Latin America With HP MILLER FISHER: Administrative Receivers' Statement MILLER FISHER: Temporary Suspension of Shares From FSA Listing MILLER FISHER: Temporary Suspension of Shares From ISE Listing MILLER FISHER: Temporary Suspension of Shares From LSE Listing MILLER FISHER: Company Profile POLLY PECK: Declaration of Intention to Pay Dividend SCAN RE INSURANCE: Announcement on Liquidation of Insurance Group TELEWEST COMMUNICATIONS: Chairman's Statement to Shareholders CORDIANT COMMUNICATIONS: Notification of Interest in Shares WORLDCOM: Former Auditor Will Talk With Prosecutors on Case =========== F R A N C E =========== ALCATEL: Telecom Vendor's Rendundancy Affects 480 Jobs in Canada --------------------------------------------------------------- To address the continuing economic slowdown in the telecommunications networking industry, Alcatel Canada announced Thursday an acceleration of its cost management initiatives in Canada. The initiatives are designed to gain efficiencies in Alcatel's overall Canadian operating budget, and include a reduction of approximately 480 positions or about 12 % of the overall workforce. Employees affected by the reduction will receive severance packages and outplacement services. Alcatel designs, develops and builds innovative and competitive communications networks, enabling carriers, service providers and enterprises to deliver any type of content, such as voice, data and multimedia, to any type of consumer, anywhere in the world. Alcatel, operating in more than 130 countries, recorded sales of EUR 25 billion in 2001 and has a workforce of 99,000 employees. ALCATEL: Telecom Network Vendor Launches 3G Services in Portugal ---------------------------------------------------------------- Alcatel, the world's largest telecom infrastructure vendor officially launched its 3G Reality Centre in Cascais Thursday, the company announced in a statement. This unique facility is a live and comprehensive end-to-end network environment dedicated to the development, validation and testing of advanced mobile data applications and services for both 2.5G/GPRS and 3G/UMTSin Portugal. The facility in Cascais is the latest-born 3G Reality Centre within Alcatel's worldwide program. This 3G Reality Centre will allow the mobile community in Portugal and in Europe to investigate the potential of 3G/UMTSapplications and services. It is intended to foster the development and testing of some of the most exciting next- generation mobile applications and services, such as watching one's football team score its winning goal; finding and booking a hotel; accessing e-mail whilst travelling to business meetings; watching the latest movies previews or playing interactive games with people across the world. The Cascais 3G Reality Centre represents the one opportunity for the wireless community, more specifically next-generation content suppliers as well as application providers, to test and launch innovative mobile data services. "The Portuguese mobile market with world "premieres" such as prepaid services in 1995, GPRS in 2000, and with a fast mobile market development is a perfect environment for the successful launch of 3G mobile applications and services in Europe," said Rui Candeias Fernandes, Alcatel Portugal CEO. "Today's (July 4) announcement represents another major step on the way to successfully roll out 3G services in Portugal." "We are making progress every day and achieving significant milestones with 3G technology, applications and services, all of which provide Portugal and especially TMN with invaluable experience and learning," said Jacques Dunogu,, president, Alcatel EMAI (Europe, Middle East, Africa and India). "This has already culminated in the demonstration, together with TMN, of public videophony calls over a 3G network for the first time in Portugal last May. These premieres have been achieved in the framework of the International Day of Telecommunications in Lisbon and of the TMN "4 Million-subscribers" celebration in Oporto." Marc Rouanne, President of Alcatel's Mobile Networks activities, added, "We are proud to announce this important step today, 5 months after having signed a contract with TMN for the supply of its 3G/UMTS network around the greater Lisbon area. The 3G Reality Centre opening in Cascais marks a measurable milestone in the world-wide chain Alcatel is setting up, to help mobile operators, local content and applications providers benefit from the fantastic opportunities generated by the upcoming mobile data market take-off." RHODIA SA: Announces Changes on Board of Directors ------------------------------------------------- The Board of Directors of Rhodia has co-opted two new Directors: Jean-Marc Bruel and Edouard Stern, the chemicals group announced in its statement last week. The Board of Directors of Rhodia has taken note of the resignation of two Directors: Aimery Langlois-Meurinne, Managing Director of Pargesa Holding SA and Thierry de Rudder, Managing Director of Groupe Bruxelles-Lambert. Jean-Marc Bruel (66), a graduate engineer from the Ecole Centrale des Arts et Manufactures de Paris, began his career in 1964 at Rhodiaceta, a Rhone-Poulenc subsidiary in Brazil. From 1968 to 1975, he was Manager of Rhone-Poulenc's Nylon Polyester factory in Brazil and Manager responsible for the entire Rh"ne-Poulenc Group's textile activities in that country. From 1975 to 1979, he was General Manager of the world Agrochemical Division of the Rhone-Poulenc Group. In 1979, he was appointed to the Executive Committee of Rhone-Poulenc, and became Executive Vice-President of the Group in 1980. He moved to the Sandoz Group in Basel (Switzerland) in 1985 as a member of the Group's Executive Committee, but returned to Rh"ne- Poulenc in 1987 as Executive Vice-President. In 1992, he was appointed Group President and, in 1993, became a member of the Board of Directors of Rhone-Poulenc S.A. He is currently a member of the Supervisory Board of Avenits, the company formed from the merger of Rhone-Poulenc and Hoescht in December 1999. Edouard Stern (48), a graduate from the Paris-based Ecole Superieure de Sciences Economiques et Commerciales, was Vice- Chairman and controlling shareholder of Banque Stern from 1977 to 1998. From 1992 to 1997, he was a senior partner and member of the Executive Committtee of Lazard Freres in New York (1992-1997) and Paris (1994-1997) and CEO of Eurafrance from 1994 to 1997. He has been Vice-Chairman and CEO of IRR Capital since 1997. Rhodia is one of the world's leading manufacturers of specialty chemicals. Providing a wide range of innovative products and services to the automotive, healthcare, food, cosmetics, apparel, new technology and environmental markets, Rhodia offers its customers tailor- made solutions based on the cross-fertilization of technologies, people and expertise. Rhodia subscribes to the principles of Sustainable Development communicating its commitments and performance openly with stakeholders. Rhodia generated net sales of EUR 7.2 billion in 2001 and employs 27,000 people worldwide. Rhodia is listed on the Paris and New York stock exchanges. Contact Information: Investor Relations Marie-Christine Aulagnon Telephone: 33-1 55 38 43 01 Angelina Palus Telephone: 33-1 55 38 42 99 ============= G E R M A N Y ============= BABCOCK BORSIG: Failed Negotiations Force Group Into Insolvency --------------------------------------------------------------- As the negotiations conducted with both owners and banks of Babcock Borsig AG could not be brought to a successful conclusion yesterday and will be continued Friday, the management board of Babcock Borsig AG was forced to file for insolvency on July 4, 2002 at the district court of Duisburg. There is an agreement with the state premier of North-Rine Westphalia, Wolfgang Clement, to intensively continue the negotiations with the goal to finally agree with the parties involved about the restructuring plan. Should this attempt succeed, Babcock Borsig would be able to withdraw the insolvency application in time to avoid negative effects for the company. DEUTSCHE TELEKOM: Sees Higher Staffing Costs From Pay Agreement --------------------------------------------------------------- German telecom company Deutsche Telekom sees an expected increase in staffing costs resulting from the latest pay agreement it made with services sector union Ver.di, reports from the Financial Times said. Reports said that the employees will receive a 4.1% wage increase for next 10 months and another 3.2% increase will be granted effective May 2003. Ver.di had expected a retroactive salary increase from May 1 2002. The German company has formed an employment agency to ease workers' situation due to job cuts and providing employee training. The company also expects to re-employ workers who were affected by the job cuts at a later date, the paper said. By 2004, there will be about 30,000 job cuts in landline communications. On the other hand, 7,000 new jobs will be produced in other areas of activity. HERLITZ: Hope Looms as Creditors Guarantee EUR 15-20MM Credit ------------------------------------------------------------- Creditors of Herlitz, Berlin-based office stationery manufacturing giant, are hopeful of being able to successfully restructure the company, the Financial Times said. The paper said Herlitz is confident that it will be able to reach a deal with its creditors composed of a consortium of eleven banks. The company owes its creditors around EUR300 million, the paper said. It is said that the company's future liquidity has been secured by an EUR80 million credit line. The creditor banks have just signified they are willing to assure a EUR15-20 million credit, the paper said. RTV FAMILY: Unit Releases RTV Obligations, Unit in Administration ----------------------------------------------------------------- As previously announced on July 1, 2002, RTV Family Entertainment AG and the former owner and previous Managing Director of Off the Fence, Ellen Windemuth, agreed that Ellen Windemuth takes over all shares of Off the Fence and in return releases RTV Family Entertainment AG from its obligations. According to RTV's statement Thursday, part of this agreement is the reduction of the lock-up-period of the still by Ellen Windemuth held approximately 370.000 RTV-shares. For each half of these shares the lock-up-periods ended on July 18, 2002 and April 18, 2003. By means of the reached agreement all shares are now freely tradable from July 18th, 2002. Energee Entertainment, Sydney, the 68% subsidiary of RTV Family Entertainment AG, filed for voluntary administration. Australian insolvency jurisdiction offers a similar procedure as North- American Chapter 11. Energee's management board appointed a voluntary administrator who will take control of Energee during the insolvency. It is intended by means of this procedure to disencumber Energee Entertainment and continue operations. As a precautionary measure, RTV Family Entertainment AG had already completely written-off Energee Entertainment as announced on June 26, 2002. Contact Information: RTV Family Entertainment AG Torsten Weihrich Corporate Communications Telephone: +49 (0) 89 - 997271-17 Fax: +49 (0) 89 - 997271-92 Email: ir@rtv-ag.de Internet: http://www.rtv-ag.de SER SYSTEMS: SER Solutions Announces Successful Completion of MBO ----------------------------------------------------------------- SER Solutions, Inc., the provider of knowledge-enabled software solutions announced late in June the successful completion of the company's management buyout (MBO), which includes all of the U.S.-based SER operations and those of SER Technology Deutschland GmbH, based in Germany. One hundred percent (100%) of both organizations were acquired from the German parent company SER Systems AG. Under the terms of the agreement, the U.S.-based SER organization has acquired full ownership and intellectual property rights for all U.S. predictive dialing software solutions including CPS(Call Processing System), Gateway and Centenium; its document management solutions including SERsynergy and SERdistiller; as well as the knowledge-enabling SERbrainware engine and the software applications that are built upon the engine including SERiMail, SERdistiller, and SERglobalBrain. "I am extremely pleased to report the completion of our management buyout transaction," said Carl E. Mergele, CEO of SER Solutions, Inc. "This strategic move will allow us to execute our business plans and allow our world-class product marketing team to facilitate and mold our software engineering efforts to meet the needs of the growing U.S. software market. As an American company that owns the core knowledge-enabling technology SERbrainware and all software applications based upon this advanced technology, we are poised to ensure our place as the leader in the knowledge management software market." Initiated by the U.S. management team and led by Carl E. Mergele, CEO of SER Solutions, Inc., the MBO agreement was formally completed on June 12, 2002. With the successful completion of this transaction, SER Solutions, Inc. becomes a fully U.S.-owned and operated company, independent from its former German parent. The U.S. entity will retain its current SER Solutions, Inc. business name. This will allow the company to fully leverage the momentum it has built within the American market over the last 18 months and to maintain the respected name and business reputation that has been achieved with the over 3,000 customers of SER Solutions, Inc. The SERbrainware development and support team will continue to operate under the name of SER Technology Deutschland GmbH as a wholly owned subsidiary of the U.S. organization. "The U.S. company has historically proven its success and financial strength by operating profitably" continues Mergele. "We have now completely disassociated ourselves from the financial distress of our former parent company and its European subsidiaries. This is truly an exciting and momentous day in our corporate history that will provide long-term benefits to our valued customers, business partners and the employees of SER Solutions, Inc. and SER Technology Deutschland GmbH." SER SYSTEMS: Requests Opening of an Insolvency Procedure -------------------------------------------------------- After failed talks with SER System AG's creditor banks on July 2 and because one of SER's investors decided to withdraw financial support effective July 15, 2002, the board of SER System AG and SER SoftTech GmbH (formerly SER Technology Germany GmbH) have been forced to file for insolvency. SER Systems AG distributes computer software systems. On June 12, SER agreed the sale of its US operations, However, the said deal emerged uncertain as SER later requested that the buyer advance its payment. The buyer did not comply with this request, Handelsblatt reports. The paper adds that Gert Reinhardt, the group's CEO and main shareholder stands accused by small shareholders of cherry- picking the best parts of the company for themselves before taking it into insolvency, according to Klaus Schneider, president of shareholder-advocacy group SdK. The Germany paper reports that SER was delisted from the German growth segment in April after being traded on its Nemax-50 blue- chip index until June 2001. SER booked -EUR 149 million in losses last year with sales of EUR 163 million. Its auditors from Ernst & Young, however do not confirm the said results, the paper writes. =========================== U N I T E D K I N G D O M =========================== ANTISOMA PLC: Appoints Ann Hacker as a Non-executive Director ------------------------------------------------------------- Antisoma plc, the U.K.-based biopharmaceutical company specializing in the development of products for the treatment of cancer, announces the appointment of Ann Hacker as a non-executive director with immediate effect. According to the group's statement Thursday, Mrs Hacker will also serve on Antisoma's remuneration committee. Mrs Hacker has almost thirty years of experience in the pharmaceutical and biotechnology industries. She is the Chief Executive Officer of Metris Therapeutics Ltd, a specialist pharmaceutical company focusing on women's healthcare. From 1999 to June 2002 Mrs Hacker was a non-executive director of Profile Therapeutics Ltd. Ann Hacker started her career at GD Searle Ltd before joining Lilly Industries and then Glaxo Pharmaceuticals, becoming a board director of Glaxo Pharmaceuticals plc in 1988. She was Chief Executive Officer of Biocompatibles International plc from 1989 to 1993 and Group Chief Executive of Deltex Medical Ltd from 1996-1998. Commenting on the appointment, Dr Barry Price, Chairman of Antisoma, said: "Ann will bring a wealth of commercial expertise and experience to Antisoma. She has a successful track record in both small venture-backed private companies and large public ones." Antisoma is a biopharmaceutical company developing novel products for the treatment of cancer. Antisoma acquires the rights to promising new product candidates through partnerships with internationally recognized academic or cancer research institutions. These include the lead product candidate, pemtumomab, which was licensed from the Imperial Cancer Research Fund and is currently in a Phase III study as adjuvant treatment for ovarian cancer, with designated Orphan Drug status in the U.S. and the European Union. There are three additional products in the clinical pipeline, Therex, DMXAA and TheraFab, and an extensive pre-clinical program. Visit www.antisoma.com Contact Information: Glyn Edwards Chief Executive Officer Antisoma plc Telephone: +44 (0)20 8799 8200 BARR HOTELS: Announcement to Holders of Notes Due April 2004 ------------------------------------------------------------ To the Noteholders and the couponholders of US $25,000,000 12.5% guaranteed secured notes due april 2004 issued by BARR HOTELS RESORT INVESTMENT, INC., a corporation organized under the laws of the British Virgin Islands, a self-governing dependent territory of the United Kingdom of Great Britain and Northern Ireland. The Banco Caracas N.V., a company domiciled in Curacao, Netherlands Antilles, in its role as Fiduciary Agent, as per the Fiduciary Agency Agreement, effective April 30, 1999, drawn up between Barr Hotels Resort Investment, Inc., (the Issuer), a corporation organized under the laws of the British Virgin Islands, a self-governing dependent territory of the United Kingdom of Great Britain and Northern Ireland, Consorcio Barr S.A., (the Guarantor), a corporatio organized under the laws of the Bolivarian Republic of Venezuela, and Banco Caracas N.V. (Fiduciary Agent) declares: in complying with the legal requirements, we hereby notify to the Noteholders and the Couponholders of US $25,000,000 12.5% and interest dude on April 30, 2002 in respect to the aforementioned Notes was not made by the Issuer and the Gaurantor. Notice is hereby made as per the terms and conditions outlined in S 3 "Undertaking of the Guarantor and the Fiduciary Agent," number (6) of Fiduciary Agency Agreement, in Paragraph 8 of Conditions of the Notes and the other applicable contractual obligations. Curacao, Netherlands Antilles, May 23, 2002. Banco Caracas N.V. World Trade Center Curacao, of.BCIV 02, Piscadera Bay Curacao, Netherlands Antilles BIOCOMPATIBLES INTERNATIONAL: Capital Increase Resolution Passed ---------------------------------------------------------------- The Board of health care products manufacturer Biocompatibles International plc announced Thursday that the resolution to approve the repayment of capital to shareholders was duly passed at the Extraordinary General Meeting of the Company held on July 4. Subject to Court confirmation of the reduction of capital, the repayment of capital of 70 pence per share is intended to be paid on Friday, August 2, 2002 to shareholders on the register at the close of business on Friday, July 26, 2002. Subject to the reduction of capital becoming effective, the ordinary shares will be sub-divided and consolidated to allow comparability with the share price before implementation of the repayment of capital. Accordingly, shareholders on the register at the close of business on Friday, July 26, 2002 will receive 9 new ordinary shares for every 29 existing ordinary shares then held. The new ordinary shares will be identical in all respects to the existing ordinary shares, save in respect of their nominal value which will increase from 5 pence to 16 1/9 pence. It is intended that the CREST accounts of shareholders who hold their ordinary shares in uncertificated form will be credited with the new ordinary shares on Monday, July 29, 2002. Shareholders who hold their ordinary shares in certificated form are expected to be sent a new share certificate on Monday, August 5, 2002. It is expected that dealings in the existing ordinary shares will cease at the close of business on Friday, July 26, 2002 and that admission of the new ordinary shares will become effective and dealings will commence on Monday, July 29, 2002. The interim results are due to be announced on Thursday, September 26, 2002. Contact Information: Crispin Simon Chief Executive Swag Mukerji Finance Director Biocompatibles International plc Telephone: +44 (0)1252 732732 BNFL PLC: Government's White Paper Paves Way for "New BNFL" ----------------------------------------------------------- BNFL welcomed Thursday the Government's publication of their White Paper outlining key policy, financial and regulatory issues relating to the U.K.'s nuclear industry. The resolution of these issues will pave the way for the creation of "New BNFL". BNFL Chief Executive Norman Askew said: "We have now developed a long term strategy for the business and started its implementation. The White Paper gives BNFL and its employees further clarity and we all look forward to embracing the challenge of a world where we operate in a more commercially competitive environment and have a real opportunity to earn a PPP for the business. "Safe operations and environmental performance remain at the heart of all we do. These issues cannot and will not be compromised as we reshape our business to meet the challenge ahead in positioning ourselves as the leading supplier of specialised products and services to the global nuclear sector." The White Paper outlines the steps necessary for creation of the Liabilities Management Authority (LMA) which will take on the financial responsibility for all public sector civil nuclear liabilities and assets, along with the associated legal responsibility for most of those currently belonging to BNFL. Askew added: " I would now urge the Government to enact the legislation needed at the earliest available opportunity so that we can drive forward the important work of dealing with UK's nuclear legacy in a safe, efficient and cost-effective way." Prior to the creation of the LMA, BNFL ALFA will act as BNFL's own "internal" LMA. BNFL ALFA will bring a high degree of accountability to BNFL's business so that once the LMA is created we will already be operating in a commercially focussed way and therefore will be well placed to take full advantage of a competitive market. BNFL: PNTL Ships From Japan Brings MOX Fuel to Sellafield --------------------------------------------------------- Two PNTL ships left Japan Thursday carrying the MOX fuel from Kansai Electric Power Company's Takahama reactor in Japan, British Nuclear Fuels plc (BNFL) announced in a statement July 4. They will sail to the U.K. via the Southwest Pacific and around the Cape of Good Hope on the voyage. The ships sailed with all the necessary approvals and licences in place and in line with the original operational plan. BNFL's Chief Executive, Norman Askew said: "Today's departure means that we have now honored the commitment we gave to our Japanese customers to return the fuel. Today (July 4) is a key milestone for BNFL and our Japanese customers, with whom we have been working closely and are continuing to build an even closer relationship." Prior to the Environment Agency's decision BNFL had indicated to Greenpeace that, if the EA determined that the fuel was not waste (as they now have), then we would not sail for 48 hours. BNFL has been clear and consistent in its communications with Greenpeace and has kept that promise. For the second time in a fortnight Greenpeace has chosen not to pursue ill-founded applications for injunctions. Askew added: "Greenpeace had ample opportunity to take legal action during that 48-hour period but chose not to." The purpose-built ships that make up the PNTL fleet are classified as the highest safety category of the International Maritime Organization, and have numerous safety features which is why over the last three decades they have securely and safely sailed over four and a half million miles. Once the fuel has been returned it is BNFL's firm intention to recover the fissile material from the MOX fuel and to subsequently use that material in the manufacture of new fuel. Both the Japanese and the U.K. governments agreed that the eight fuel assemblies would be returned to the U.K. and this is being implemented under the terms of a Settlement Agreement between BNFL and Kansai Electric Power Company. The Transport Plan containing the specific details of this voyage has been approved by the United Kingdom's security regulator, the Department of Trade and Industry's Office for Civil Nuclear Security (OCNS). U.K. competent authorities have confirmed that the fuel complies with all the international technical standards for return to the United Kingdom. COOKSON GROUP: Trading Update Before Interim H1 Results ------------------------------------------------------- Cookson Group plc, the international materials technology company, today issued the following trading update ahead of the announcement of its interim results for the first half ended June 30, 2002. As anticipated in the trading update given on April 25, market conditions and Group sales for the second quarter ended June 30, 2002 were in line with those of the latter part of the first quarter. The benefits of the extensive cost cutting programs initiated last year continued to accrue, resulting in an improvement in the Group's profitability in the second quarter. Based on preliminary information, Group sales for the second quarter were some 7% higher than the first quarter of 2002: sales in the Electronics division were up approximately 7% as the severe global downturn which has affected the electronics industry since the beginning of 2001 continued to abate; the Ceramics division's sales were 9% higher in line with stronger US and European steel production volumes; and improving trading conditions in the Precious Metals division resulted in a 4% increase in sales. As a consequence, Group sales for the first half of 2002 were approximately GBP900 million. The higher sales in the second quarter are expected to result in an improvement in operating profits compared with the first quarter of 2002. In addition, operating profits in the first half of 2002 are expected to be higher than in the second half of 2001 primarily due to the incremental benefits of the cost cutting programs. The Group-wide focus on generating cash from operations continued during the second quarter. Net debt at the end of June 2002 is expected to be broadly in line with the GBP750 million at the end of 2001 and as such would be considerably lower than originally budgeted at the time the Group's medium term bank facilities were refinanced in December 2001. The Group has GBP450 million of long dated loan notes and convertible bonds with maturities ranging from 2004 to 2012. It also has committed medium term bank facilities of GBP450 million which have a final maturity date of September 2004 with staged reductions during 2003. At the end of June 2002 over GBP150 million of the medium term bank facilities available to the Group were undrawn. The Group's interim results are expected to be released during the week commencing July 29, 2002. COMPASS GROUP: Disclosure of Interests in Japanese Subsidiary ------------------------------------------------------------- Compass Group confirmed in a statement released Thursday that its Japanese subsidiary Seiyo Food Systems has sold a portion of its shareholding in Yoshinoya as part of Yoshinoya's buy-back of shares - representing total proceeds to Seiyo of JPY6.4 billion (approximately GBP35 million). The company confirms its shareholding in Yoshinoya has now reduced to 133,540 shares, representing 20.2% of the equity of Yoshinoya. Compass Group also confirms that it is exploring with Yoshinoya entering into a franchise arrangement for the use of the Yoshinoya "beef bowl" concept in USA in Compass Group's trade channels in B&I, education, and healthcare area. The company would also work with Yoshinoya in a number of other areas, including purchasing and acting as a consultant to Yoshinoya in its own network development in North America. Michael J Bailey, Chief Executive, Compass Group noted, "Yoshinoya is a great brand and we are delighted to have agreed a preliminary framework for an on-going relationship in our key markets in both Japan and USA. The close collaboration between our two companies and our commitment to work together in the future in areas of mutual benefit, such as purchasing, will build on the excellent relationship built in Japan by Yoshinoya and Seiyo Foods." Compass Group is a global foodservice company with annual foodservice revenues in excess of GBP10 billion. Compass Group has over 360,000 employees working in more than 90 countries around the world providing foodservice and hospitality. For more information visit www.compass-group.com. Founded in 1947, Seiyo is based in Tokyo and manages 360 contract outlets for clients and operates 273 concession outlets throughout Japan. On January 30, 2002, Compass Group confirmed the successful conclusion of its cash tender offer for Seiyo. Compass Group now owns 80.0% of Seiyo's issued share capital and has the additional voting support of Seiyo's two largest shareholders, Saison Network Inc. and Seibu Department Stores, Ltd., together representing a further 13.5% of the equity of Seiyo. Yoshinoya D&C Co. Ltd. is a leading Japanese fast food chain with No.1 market share in the beef bowl business. It is operating the beef bowl business in six countries and regions, including the U.S. and Taiwan. The total number of group chain store is 1,848 as of February 2002. It is listed on the 1st section of Tokyo Stock Exchange with a market capitalization of JPY142 billion (GBP792 million). KINGFISHER PLC: GBP2BB Castorama Rights Plan Hangs in Balance ------------------------------------------------------------- The current world stock market storm clouds the chance that Kingfisher plc will get approval for a GBP2 billion rights issue due to be launched next week, the Telegraph reported. Kingfisher will reportedly launch the GBP2 billion rights issue if investment bank Rothschild would declare the company's EUR67 share offer for the Castorama minority as "fair value", the paper said. Despite turbulence in the stock market, the French DIY group must go on with its GBP2 billion rights issue once Rothschild will give the go signal. The company will have no choice but to press on with the rights issue according to Article 21 of its articles of association, the daily said. On May 15, Kingfisher has revealed its interest in buying the 45pc of Castorama it did not own for GBP3.2 billion. It also announced that the GBP2 billion rights issue was underwritten on a standby basis at just GBP1 billion per share. Kingfisher will meet with its financial advisers, Goldman Sachs, next week. They will discuss attempts to price the issue and are presently continuing discussions on the extent of a discount. The discount is expected to be deeper than originally planned, the paper reported. Kingfisher is said to have three months to decide whether to push through with its offer for the Castorama minority once the EUR67 share will be seen as insufficient by Rothschild. MARCONI PLC: Deliver IT Solutions in Latin America With HP ---------------------------------------------------------- Marconi and HP announced on July 4 the signing of a joint teaming agreement between the companies' respective Central American/ Latin American (CALA) regions, a Marconi statement said Thursday. The agreement allows each company to partner with the other to jointly deliver the two companies' products and services to customers in the region. This allows each company to significantly broaden the portfolio of solutions it can offer to its customers. "Marconi's product and service offerings compliment those of HP very well," said Fausto Dedeschi, HP's NSP director for the Latin American region. "By combining the networking expertise of Marconi with the systems integration and operations support systems capabilities of HP, customers in Latin America will have access to a breadth of strong technical solutions." Under terms of the agreement, Marconi will provide products and engineering services for both wireless and wireline networks. The Marconi product families involved in the agreement include optical, broadband switching, access and power. HP will provide systems and network management integration, operations support systems (OSS), network operations center (NOC) and billing services. "The signing of this agreement gives both HP and Marconi a significant market advantage in our ability to provide more comprehensive solutions to our customers," said Armando Cuesta, vice president for Marconi in Latin America. "This cooperative relationship will make it easier for customers to manage their infrastructure and assets." HP is provider of products, technologies, solutions and services to consumers and businesses. The company offers span IT infrastructure, personal computing and access devices, global services and imaging and printing. Information about HP and its products can be found at www.hp.com Marconi plc is a global telecommunications equipment and solutions company headquartered in London. The company's core business is the provision of innovative and reliable optical networks, broadband routing and switching and broadband access technologies and services. The company is listed on the London Stock Exchange under the symbol MONI. MILLER FISHER: Administrative Receivers' Statement -------------------------------------------------- Miller Fisher Group plc, providers of loss adjusting and outsourcing services to the insurance and financial services industries, was placed into administrative receivership on July 4, 2002. Nick Dargan and Jamie Smith, partners from professional services firm Deloitte & Touche, were appointed joint administrative receivers to the Group, which is quoted on both the London and Dublin Stock Exchanges. Miller Fisher Group plc operates from 19 sites throughout the UK and has operations in Dubai, France, Hong Kong, Singapore, Austria, Venezuela and Ireland. It employs approximately 800 personnel and has a turnover of GBP45 million. Receiver Nick Dargan said "We would like to reassure the Group's customers that the business will continue trading whilst a buyer is found. We will be speaking to customers over the next few days. We can confirm that Miller Farrell Group in Ireland is not in receivership and continues to trade under its existing management team" The Group is understood to have experienced financial difficulties as result of consolidation in the Insurance sector that has reduced the number of customers and had a significant impact on margins. Any party interested in purchasing the businesses should contact Deloitte & Touche on 0207 936 3000 MILLER FISHER: Temporary Suspension of Shares From FSA Listing -------------------------------------------------------------- The Financial Services Authority (FSA) has temporarily suspended the securities set out below from the Official List effective from July 4, 2002; 07:30 AM at the request of the company pending clarification of the company's financial position. MILLER FISHER GROUP PLC Ordinary Shares of 5p each (0-694-629)(GB0006946296) fully paid MILLER FISHER: Temporary Suspension of Shares From ISE Listing -------------------------------------------------------------- The listing of the security listed below has been temporarily suspended from trading on the Irish Stock Exchange with effect from 07.40am, July 4, 2002 at the request of the company pending clarification of the Company's financial position. MILLER FISHER GROUP PLC Ordinary Shares of GBP0.05 MILLER FISHER: Temporary Suspension of Shares From LSE Listing -------------------------------------------------------------- Following the suspension from Official Listing Notice issued by the Financial Services Authority, the following security has been temporarily suspended from trading on the London Stock Exchange from July 4, 2002; 07:30 AM at the request of the company pending clarification of the company's financial position. MILLER FISHER GROUP PLC Ordinary Shares of 5p each (0-694-629)(GB0006946296) fully paid MILLER FISHER: Company Profile ------------------------------ Name: Miller Fisher Group PLC 20 St Dunstan's Hill London EC3R 8HY United Kingdom Telephone: (020) 7398 8700 Fax: (020) 7398 8730 Email: centre@millerfisher.co.uk SIC: Management Consultancy Employees: 976 (2001) Pre-tax Loss: GBP16.8 million/USD25.5 million (2001) Total Assets: GBP49.1 million/USD75.9 million (2001) Total Liabilities: GBP42.7 million/USD64.9 million (2001) Type of Business: Miller Fisher Group PLC provides claims and administration services for clients in the insurance and financial service sectors. Trigger Event: After consolidation in the insurance sector, the group recently experienced financial difficulties thereafter. The group was forced to appoint receivers after failed negotiations with Miller Fisher's lenders. Chief Executive Officer: Malcolm Hughes Group Finance Director: Richard Horton Bankers: HBOS PLC Financial Advisers: Numis Securities Ltd Stockbrokers: Numis Securities Auditors: KPMG Law Firms: Travers Smith Braithwaite Financial PR Advisers: Grandfield No. of Shares in Issue: 164.4 million shares POLLY PECK: Declaration of Intention to Pay Dividend ---------------------------------------------------- Polly Peck International Plc (in administration) Scheme of Arrangement Declaration of Intention to Pay Dividend In accordance with Clause 9.4 of the Scheme Document notice is hereby given that the Scheme Supervisors intend to pay a dividend to Scheme Creditors of 1.0 pence in the Pound on agreed Scheme Claims. The Club Bank's waiver of dividend will apply only to part of this dividend. Accordingly the Scheme Supervisors intend to pay a dividend of 0.845 pence in the Pound to Club Banks on their agreed Scheme Claims. The dividend shall be paid not less than 14 and not more than 56 days after the Declaration Date, as below. AJ Kett Joint Scheme Supervisor June 17, 2002 SCAN RE INSURANCE: Announcement on Liquidation of Insurance Group ----------------------------------------------------------------- In the matter of Scan Re Insurance Company Limited (in liquidation) and in the matter of the Companies Act 1985 Notice is hereby given that under Section 10.1 of the Scheme of Arrangement, the Scheme was terminated on June 12, 2002, the date Scan Re Insurance Company Limited was wound up by an order of the Court. June 2002 Gareth Howard Hughes and Nigel James Hamilton Former Joint Scheme Administrators Erns & Young Becket House 1 Lambeth Palace Road SE1 7EU London TELEWEST COMMUNICATIONS: Chairman's Statement to Shareholders ------------------------------------------------------------- The following is the text of a letter sent to the shareholders from Telewest's chairman Cob Stenham released on July 4: Dear Shareholder, Since our Annual General Meeting (AGM) on June 11, much has happened at Telewest. As we said at the AGM, we are continuing to explore every possible option of making our financial position more secure and I felt it appropriate to write to you directly to bring you up to date with recent developments and to outline the current situation. Liberty Media Corporation (Liberty) On June 12, 2002, Liberty, which owns 25 % of our ordinary shares, advised the board that they would be making a tender offer for up to 20% of Telewest's outstanding non-convertible bonds. On June 27, 2002, Liberty announced that during the first ten business days of the offer it had received acceptances (subject to the offer otherwise going unconditional) in respect of approximately 16 per cent of the bonds tendered for. It also announced it had otherwise purchased approximately 5% of those bonds outside of the tender process. Prior to the tender offer, Liberty had already purchased approximately 5% of the bonds subject to the tender. The tender offer is due to expire on July 11, 2002. In the tender offer document sent to holders of the subject notes, Liberty stated that it was doing so in order to 'permit us as a creditor to participate in and influence discussion and decisions regarding any future restructuring or recapitalization of the Company'. The offer document went on to say: "If the offer is successful, Liberty presently intends to propose to the Company's board of directors a restructuring plan pursuant to which all or substantially all of the Company's publicly- traded notes and debentures would be converted into equity of the Company. Liberty has disclosed in general terms its intention to make such a proposal to the Company's board of directors. However, as of the date of the offer, Liberty has not determined any specific terms for a proposed restructuring." Liberty also correctly pointed out in its offer document that the "Company is not participating in and has no responsibility for this offer". Notwithstanding this, U.S. securities regulations required that we make public our view of the offer and its terms and on June 24, 2002, your board announced as follows: "As of today(July 4), Telewest does not have any additional information regarding Liberty's intentions and cannot determine whether a restructuring on Liberty's terms would be beneficial or whether completion of the Offer is beneficial or detrimental to the holders of the Notes." Approach from Bondholders We have also been approached by a committee representing a significant proportion of the Company's bonds (the Bondholders' Committee). The Bondholders' Committee expressed the desire to work constructively with Telewest to explore the possibility of bondholders participating in some form of reconstruction of the Company's balance sheet. The Company has not yet discussed any specific proposals with the Bondholders' Committee. Telewest Response to Liberty and Bondholders Your board has concluded that it is in the best interest of your Company to enter into discussions with Liberty and the Bondholders' Committee to establish whether a proposal which would command the support of your board is capable of being agreed. In arriving at this conclusion, I wish to emphasise that your board will continue to explore all available options in order to arrive at a solution which is fair and equitable to all of our stakeholders. These discussions will not begin until we have obtained the necessary waivers and consents from our banks. Special Arrangements By virtue of its 25% equity holding Liberty is entitled to appoint three representatives to our board of directors and has a number of special rights pursuant to a shareholder-approved relationship agreement, details of which are summarized in our annual accounts. In view of the developments discussed above, a number of corporate safeguards have been put in place today to ensure that your board is able to operate impartially and in the best interests of the Company and all of its stakeholders. First, it has been agreed that none of the Liberty-nominated directors (Robert Bennett, Miranda Curtis and Graham Hollis) will participate in any board or board committee deliberations relating to any proposals for the reorganization of the company's balance sheet. Second, an executive management team has been instructed and authorised by the Board to conduct the detailed evaluation, development and negotiation of any proposals for the reorganisation of the Company's balance sheet and all alternatives thereto. The executive management team will comprise Adam Singer (group chief executive), Charles Burdick (chief financial officer) and Stephen Cook (group strategy director and general counsel). I will have a detailed day-to-day involvement in the work of the management team who will report to the board (excluding the Liberty-nominated directors) on a regular basis. Third, the board are particularly conscious that any reconstruction proposals might involve an actual or perceived conflict between the interests of different stakeholders, for instance, shareholders, bondholders, banks, trade creditors, management and employees. The board has therefore established a committee to review any actual or perceived conflict and to make appropriate recommendations to the full board (excluding the Liberty- nominated directors). On this committee are the three other independent non-executive members of the board (Denise Kingsmill, Tony Rice and Stanislas Yassukovich) and myself. Finally, your board has retained Schroder Salomon Smith Barney and Gleacher & Co., represented by Sir John Craven, to provide financial advice in relation to any reconstruction proposals and the review of any alternatives. Legal advice will be provided by Freshfields Bruckhaus Deringer and Weil, Gotshal & Manges. Form 20-F On July 1, 2002 we filed our Annual Report on Form 20-F with the US Securities and Exchange Commission containing a detailed update of the risks facing your Company and a discussion of our liquidity and financial position. The Form 20-F (without attached exhibits) can be read by accessing it through our website at www.telewest.co.uk/our company/annual reports.html or alternatively the entire document can be accessed through the Securities and Exchange Commission's website at www.sec.gov Conclusion Your Company faces an uncertain future as to its funding and capital structure and you will undoubtedly continue to hear speculation in this regard as we address these issues over the coming months. What is certain, however, is that your management led by Adam Singer and your board of directors led by myself will work ceaselessly to ensure that we secure the best possible outcome for all of our shareholders and other stakeholders. Yours sincerely, Cob Stenham Chairman of the Board of Directors Telewest Communications plc CORDIANT COMMUNICATIONS: Notification of Interest in Shares ------------------------------------------------------------ Cordiant was notified on July 5, 2002 that Active Value Fund Managers Limited has a holding of 28,815,000 Ordinary shares, representing 7.07% of the issued share capital of the Company. Cordiant Communications Group plc (CCG) is an advertising and communications holding company with headquarters in London. In the past two years, the group acquired over a dozen companies. However, with disappointing results in 2001, the group was forced to cuts costs, which included two rounds of layoffs. WORLDCOM: Former Auditor Will Talk With Prosecutors on Case ------------------------------------------------------------ Former auditor of Worldcom, Ms. Cynthia Cooper, who first discovered its alleged accounting irregularities, has recently agreed to cooperate with the U.S. Justice Department in its investigation, the Telegraph said. Ms. Cooper is said to appear before Congressional investigators on Monday to dispute the company's version of events. And it is expected that she will be questioned whether she was forced to keep silent about her discovery, the daily said. The company is facing civil fraud charges filed by the US Securities & Exchange Commission. In addition, the paper said that the US Justice Department is currently investigating the basis of accusations that said Global Crossing allegedly shredded papers after the SEC subpoenaed Worlcom. The allegations came from an unidentified pension fund. Global Crossing however, denied such accusations and said they were "without merit." Meanwhile, Mr. Sidgmore, Worlcom's CEO said Worldcom's fate is "a national security" issue. The company handles about a third of the world's internet traffic on its network. It supplies 75 federal agencies as well as the US Department of Defense. Earlier, Mr. Sidgmore had vowed to keep the company afloat to avoid filing for bankruptcy even in the shadow of a USD4 billion scandal. Contrary to the company's claims of owning assets worth USD104 billion, accountants say its real value is just USD8 billion. This is because most of its assets are from intangibles such as "goodwill", the paper said. *********** 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., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Kimberly MacAdam, Larri-Nil Veloso, Maria Lourdes Reyes and Jean Claire Dy, Editors. Copyright 2002. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$575 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Christopher Beard at 240/629-3300. * * * End of Transmission * * *