/raid1/www/Hosts/bankrupt/TCREUR_Public/021114.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

                 Thursday, November 14, 2002, Vol. 3, No. 226


                              Headlines

* B E L G I U M *

LERNOUT & HAUSPIE: Files Liquidating Plan & Disclosure Statement

* F R A N C E *

ALCATEL: China Netcom Awards US$36 Million Contract

* G E R M A N Y *

BAYER AG: Confirms Negotiations Regarding Stake Sale
BAYER AG: Achieves Progress Despite Continuing Economic Weakness
COMMERZBANK AG: Issues Interim Report as of September 30, 2002
COMMERZBANK AG: Standard & Poor's Comments on Performance
COMMERZBANK AG: Shows Interest in Increasing Mediobanca Stake

* I R E L A N D *

ELAN CORPORATION: Shareholder Approves Sale of Abelcet
ELAN CORPORATION: To Restructure Avinza License Agreement

* I T A L Y *

CIRIO FINANZIARIA: Would-be Advisors Call for Owner's Resignation
FIAT SPA: Toyota Rules Out Investment in Sicilian Plant
TELECOM ITALIA: Finsiel and FileNet Signs New Agreement

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

GETRONICS NV: Moody's Downgrade Ratings on Profit Warning
BUHRMANN NV: To Renegotiate Loan Terms If Needed - CEO

* P O L A N D *

ELEKTRIM SA: Announces Initial Offers for Elektrim Megadex
ELEKTRIM SA: Announces Settlement With CII Group Polska

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

ABB LTD: Wins US$ 80 Million Order for North Sea Oil Platform
SWISS LIFE: Capital Increase Terms to Be Revealed Monday
ZURICH FINANCIAL: To Restructure Zurich Capital Markets

* U N I T E D   K I N G D O M *

AMEY PLC: Substantial Shareholders Announce Dealings
PEARL ASSURANCE: Troubles Hamper AMP's Plan to Buy Italian Asset
SFI GROUP: Trouble Looms as Gap in Books Emerged
SFI GROUP: Issues Announcement and Notice of Suspension of Shares
SFI GROUP: FSA Issues Notice of Temporary Suspension of Trading


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B E L G I U M
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LERNOUT & HAUSPIE: Files Liquidating Plan & Disclosure Statement
----------------------------------------------------------------
Lernout & Hauspie Speech Products, N.V., presents to Judge  
Wizmur a liquidating plan.  This is a liquidating plan for the  
Belgian parent company.  As previously reported, L&H Holdings  
(USA), Inc., and Dictaphone Corporation., prosecuted separate  
chapter 11 plans to confirmation.    

This new L&H NV Liquidating Plan, the Company explains, seeks  
"to effectuate an allocation of the proceeds from the sales of  
virtually all of L&H NV's assets among the various creditor  
constituencies."

Specifically, the Plan has been formed as a liquidating plan  
that is based on the proceeds from the sales of L&H NV's various  
assets, including Mendez S.A., the Medical Transcription  
Business, and the Speech And Language Technologies Business.   
The Plan also contemplates the formation of a litigation vehicle  
intended to "maximize the recoveries on L&H NV's litigation  
claims."

Since some of the consideration L&H NV received for the sale of  
its assets, specifically the Speech And Language Technologies  
Business, consists of non-Cash assets, like the ScanSoft Stock,  
the Plan permits -- but does not require -- the distribution of  
the ScanSoft Stock to holders of certain Allowed Claims.

The Plan also provides for Distributions of Available Cash --  
which includes the ScanSoft Stock -- and Litigation Trust  
Beneficial Interests among holders of certain Allowed Claims,  
like:

    (a) 93% of the Litigation Trust Beneficial Interests
        will be distributed to holders of general unsecured
        claims against L&H NV; and

    (b) 7% will be distributed to holders of claims arising
        out of or in connection with the PIERS and Old
        Convertible Subordinated Notes.

With respect to the 93% of the Beneficial Trust Interests being
distributed to holders of Allowed Unsecured Claims, holders of  
U.S. Claims that are Allowed Unsecured Claims will receive 7% of  
the Litigation Trust Beneficial Interests, and holders of all  
Allowed Unsecured Claims -- including holders of U.S. Claims  
that are Allowed Unsecured Claims -- will receive a Ratable  
Portion of the remaining 86% of the Litigation Trust Beneficial  
Interests.  This allocation represents a compromise designed to  
account for certain inconsistencies between Belgian law and U.S.  
law.  For example, certain claims for employee severance are  
given greater priority under Belgian law than they would receive  
under U.S. law.  To adjust this inconsistency, holders of  
Allowed U.S. Claims will receive a larger ownership interest in  
the Litigation Trust.

Finally, as part of the settlement incorporated into the Plan  
regarding the allocation of Distributions, any Distributions  
that L&H NV obtains through the Dictaphone Plan on account of  
Intercompany Loan Agreement Claims will not be redistributed to  
the Lenders.

L&H NV will continue in existence after the Effective Date for  
the purpose of effecting the Transfer of all assets of L&H NV  
either for cash or other consideration in a manner that will  
maximize its Estate. Upon the Transfer of assets, Post Effective  
Date L&H NV will distribute the proceeds from the Transfer in  
accordance with the provisions of the Plan.  L&H NV and its  
successor, Post Effective Date L&H NV, will complete the  
Transfer of their respective assets as soon as reasonably  
practicable after the Effective Date.

>From and after the Effective Date L&H NV will continue in  
existence for the purposes of:

(a) effecting the sale, transfer or other disposition of
    its assets as expeditiously as reasonably possible;

(b) distributing the proceeds from such Transfers in
    accordance with the provisions of the Plan, as
    expeditiously as reasonably possible;

(c) enforcing and prosecuting Causes of Action, claims,
    defenses, interests, rights and privileges of L&H NV
    -- to the extent not assigned to the Litigation Trust;

(d) reconciling Claims and resolving Disputed Claims;

(e) administering the Plan;

(f) filing appropriate tax returns; and

(g) taking other action as may be necessary or appropriate
    to effectuate the Plan.

Post Effective Date L&H NV will have absolute discretion to  
pursue or not to pursue any and all claims, rights, defenses, or  
Causes of Action that it retains pursuant to this Plan, and will  
have no liability for the outcome of its decision.  Post  
Effective Date L&H NV may incur and pay any reasonable and  
necessary expenses in performing these functions.

As soon as practicable after the Effective Date, but subject to  
the completion of its duties under the Plan, Post Effective Date  
L&H NV will distribute all of its assets in accordance with the  
terms of the Plan.

Post Effective Date L&H NV will make distributions as provided  
under the Plan from the net proceeds it has obtained or obtains  
from the Transfers of its assets for a period of up to 24 months  
after the Effective Date.  To effect this, Post Effective Date  
L&H NV will make Distributions of Cash, Available Cash, and  
Litigation Trust Beneficial Interests on account of any portion  
of, or in the full amount of Allowed Claims on the first  
Business Day of each calendar semester; provided, however, that,  
except with respect to the final Distribution, Post Effective  
Date L&H NV will not make any distributions unless the amount of  
Available Cash exceeds $1,000,000.

These Distributions will continue until Post Effective Date L&H  
NV has transferred all of its assets and there is no additional  
Available Cash for Distributions under the Plan.

To the extent that L&H NV or Post Effective Date L&H NV receives  
or has received consideration that is neither Cash nor Cash  
equivalents, Post Effective Date L&H NV will endeavor to  
distribute any non-Cash consideration in a manner as to give  
effect to the distribution scheme contemplated under the Plan.

With respect to Distributions consisting of ScanSoft Stock, and
notwithstanding other provisions in the Plan, including the Plan
provisions regarding the Semi-Annual Distribution Date, Post  
Effective Date L&H NV will make Distributions of Available Cash  
consisting of either the ScanSoft Stock or the Cash proceeds  
from the Transfer of ScanSoft Stock, to holders of Allowed  
Claims in such amounts and at such times as determined by the  
Curators, after consulting with its Litigation Monitoring  
Committee, to be commercially reasonable.  

Upon the distribution of all its assets, Post Effective Date L&H  
NV and its subsidiaries will be dissolved for all purposes  
without the necessity for any other or further actions to be  
taken by or on behalf of the entities or payments to be made in  
that connection. Notwithstanding, each Entity may file a  
certificate of dissolution in its jurisdiction of incorporation.   
Post Effective Date L&H NV may execute the certificate of  
dissolution without the need for any action or approval by the  
shareholders or board of directors of any of the Entities.  From  
and after the date of dissolution, L&H NV:

(a) will be deemed to have dissolved and withdrawn its business
    operations from any state or country in which it was
    previously conducting, or is registered or licensed to
    conduct, its business operations, and will not be required
    to file any document, pay any sum or take any other action,
    in order to effectuate such withdrawal;

(b) will be deemed to have cancelled pursuant to this Plan all
    of its Equity Interests, and

(c) will not be liable in any manner to any taxing authority
    for franchise, business, capital, license or similar taxes
    accruing on or after such date.

>From and after the Effective Date, to the extent the bylaws,
certificate of incorporation or other charter and corporate  
documents of L&H NV are inconsistent with the terms and  
provisions of the Plan, the Plan will supersede such bylaws,  
certificate of incorporation, or other charter and other  
corporate documents, as the case may be.  The dissolution of L&H  
NV will not have any effect on any of the Debtor's Assigned  
Causes of Action that are assigned to a litigation trust.

Upon the Effective Date, and to the extent not already provided  
for under Belgian law or ordered by the Belgian Court in the  
Belgian Case:

(a) each of the existing officers and members of the Board of
    Directors of L&H NV will be deemed to have resigned, and

(b) the Curators will serve as the sole officer and sole
    director of Post Effective Date L&H NV.

L&H NV currently anticipates that the Belgian Case will continue  
for some time.  Under the Plan, holders of Claims against and  
Equity Interests in L&H NV will have their Claims transferred to  
the Belgian Case, and distributions made under the terms of the  
Plan to holders of Allowed Claims against L&H NV will be made by  
the Curators in the Belgian Case.  L&H NV currently anticipates  
that all distributions made pursuant to the Plan will be in cash  
and will be paid by the Curators within the Belgian Case.   
Nonetheless, in certain circumstances, distributions of non-cash  
assets, such as stock, may be made.  Belgian Court approval may  
be necessary to effectuate certain transactions. There can be no  
assurances that the Belgian Court will approve all the  
transactions contemplated in the Plan.

Based on a preliminary review and analysis of all claims  
conducted as of September 9, 2002, L&H NV estimates that over  
5,043 proofs of claim totaling approximately $3,044,000,000,000  
have been filed in the three Chapter 11 cases of L&H NV,  
Dictaphone and L&H Holdings.  About 2,882 claims have been filed  
against L&H NV totaling approximately $1,584,000,000,000.  L&H  
NV also estimates that, as a consequence of the First Omnibus  
Objection, the Second Omnibus Objection, and certain other  
actions taken by L&H NV, no claims have been allowed by L&H NV,  
and 63 claims have been expunged by L&H NV, totaling  
approximately $852,700,000.

As of September 1, 2002, 389 administrative expense claims have  
been filed against L&H NV, totaling approximately $60,100,000.

Accordingly, Judge Wizmur schedules a hearing to consider the  
adequacy of the information in the Disclosure Statement  
supporting L&H NV's Liquidating Plan on November 22, 2002.   
Disclosure Statement objections must be filed no later than  
November 18, 2002. (L&H/Dictaphone Bankruptcy News, Issue No.  
32; Bankruptcy Creditors' Service, Inc., 609/392-0900)


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F R A N C E
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ALCATEL: China Netcom Awards US$36 Million Contract
---------------------------------------------------
Deal is first major contract awarded by China Netcom after
China's telecom market restructuring

Alcatel (Paris: CGEP.PA and NYSE: ALA), the world's largest
telecom infrastructure provider, announced that it has been
awarded a contract by China Netcom, one of China's two major
fixed line operators, to supply a new switching network that will
enable the operator to achieve nationwide coverage. The US$36
million contract was won through Alcatel Shanghai Bell, Alcatel's
flagship Chinese company.

After execution of this contract, China Netcom will extend its
coverage to the whole of China for the first time since the
restructuring of the country's telecom sector earlier this year,
and be in a position to enlarge its business. This contract is
also the first significant contract awarded by China Netcom since
the restructuring.

Under the contract, Alcatel will provide its widely-deployed
Alcatel 1000 Signaling Transfer Point and the latest version of
its Alcatel 1000 Multimedia switching system, enabling very high
configuration thanks to its ATM-based switch fabric and direct
interconnection to SDH transport networks. China Netcom will
build its new switching backbone network covering 21 provinces in
southern China. When operational by January 2003, this network
will allow full interoperability between China Netcom and other
service providers, a key to the realization of nationwide
coverage.

Dirk Bailliere, Asia Pacific Vice President of Alcatel's voice
networking activities, said, "We are proud to be chosen as China
Netcom's partner to help bring its high-quality telecom services
nationwide. Alcatel is committed to fostering the development of
China's telecom market with our professional expertise, global
experience and leading-edge solutions. We look forward to
continued cooperation with advanced carriers such as China
Netcom, to support the sustained growth of the industry in one of
the biggest telecom markets in the world."

Alcatel has been pioneering the development of China's switching
market since the early 1980s. With its market-leading switching
solutions, Alcatel now enjoys one-third share of China's
switching market. In 2001, Alcatel manufactured a total of 16
million switching lines in China.

Notes to the editor
China's Ministry of Information Industry (MII) restructured China
Telecom in early 2002 to create China Telecom and China Netcom to
compete with each other. China Netcom absorbed the telecom assets
in northern China, while China Telecom retained those in the
south. This contract enables China Netcom to interconnect with
other service providers in southern China to provide competitive
services, as well as continue servicing its current customers
there.

About Alcatel 1000 S12 STP
The Alcatel 1000 S12 Signaling Transfer Point (STP) is used to
construct a reliable and powerful No. 7 Signaling Network that is
a key component in modern switching networks. The primary
function of Alcatel 1000 S12 STP is to route the No. 7 signaling
messages throughout the full network. S12 STP belongs to Alcatel
1000 S12 family of switching equipment, a fully distributed
architecture platform. Its overload control and advanced system
design makes the No.7 Signaling Network more reliable. With its
scalable configuration and convenient networking, the Alcatel
1000 S12 STP can be a stand-alone STP or integrated, with the
traditional applications supporting voice services.

About Alcatel 1000 S12 Multimedia
Based on Multi-Pass Self-Routing (MPSR) switch fabric is the
enhanced version of the Alcatel 1000 S12 integrated broadband
switching system. This product is able to handle very high
capacity traffic load as well as direct connection to SDH
transport networks thereby greatly simplify build up of global
and efficient networks.

About Alcatel
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.
Relying on its leading and comprehensive products and solutions
portfolio, stretching from end-to-end optical infrastructures,
fixed and mobile networks to broadband access, Alcatel's
customers can focus on optimizing their service offerings and
revenue streams. With sales of EURO 25 billion in 2001, Alcatel
operates in more than 130 countries.

About Alcatel Shanghai Bell
Alcatel Shanghai Bell is the first foreign-invested company
limited by shares in the telecommunications sector in China, with
Alcatel holding 50%+1 shares and Chinese shareholders holding the
remainder. The multibillion-dollar telecom technology leader
delivers end-to-end telecommunications solutions and high-quality
services, covering the fixed, mobile networking, broadband
access, intelligent optical networking, multimedia solutions and
network applications. It also has a key international R&D center
with full access to Alcatel's global technology pool, developing
original technology for use in China and export to Alcatel's
customers worldwide. With an advanced manufacturing center and
the most extensive sales and support network in China, it is the
only company capable of meeting the global needs of Chinese
customers. For more information, visit Alcatel Shanghai Bell on
the Internet at http://www.alcatel-sbell.com.cn


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G E R M A N Y
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BAYER AG: Confirms Negotiations Regarding Stake Sale
----------------------------------------------------
Bayer confirmed it is in negotiations with companies over the
sale of a stake in its drugs businesses, and admitted it might
forego control of the business to find a buyer.

It is understood that the talks exclude Bayer's entire healthcare
division, which includes diagnostics and animal nutrition.

The declaration of Bayer's chief executive, Werner Wenning, that
the company considers conceding to minority ownership lifted the
company's shares 11.2% at EUR21.13 at 1650 GMT, says Dow Jones.

The company has sold assets to cut debt incurred after acquiring
Aventis' agrochemicals business for EUR7.25 billion.

According to the report, analysts expect that by year-end Bayer
will have sold up to EUR5 billion worth of businesses, including
flavors, fragrances and chemicals.

At present, analysts value Bayer's drug business at between EUR5
billion and EUR10 billion, and see the offer to attract second-
tier European companies such as Schering AG and Boehringer-
Ingelheim.

Akzo Nobel indicated to consider collaborating with another
company to bid although a final decision to offer would still
depend on some conditions, says a spokesman.


BAYER AG: Achieves Progress Despite Continuing Economic Weakness
----------------------------------------------------------------
- Sales up 8 percent
- Operating result and net income grow considerably
- 2002 divestment program proceeding successfully
- Cost structure projects starting to pay off
- Further savings potential of about EUR 1 billion identified  

In the third quarter of 2002 Bayer Group sales from continuing
operations grew by 8 percent year-on-year to EUR 7.2 billion.
Including discontinuing operations and after exceptional items,
the operating result came to EUR 848 million. Net income, which
had been negative a year ago, climbed to EUR 656 million. "We
made progress in the third quarter despite a difficult business
environment, and our restructuring measures are becoming
increasingly effective," said Bayer CEO Werner Wenning at the
company's Fall Financial News Conference on Tuesday in
Leverkusen.

Despite declining sales, Bayer's industrial businesses recorded
year-on-year increases in operating profit in the third quarter
for the first time this year. Wenning was pleased that so much
progress had been made with the divestment program announced at
the end of last year: "That's something that shouldn't be taken
for granted, considering how difficult the M&A market is at
present." Bayer has thus reached its goal for this year of
generating EUR 3 billion in proceeds from divestitures. These
proceeds and further anticipated inflows will be used primarily
to reduce debt. The company also succeeded in significantly
reducing working capital and net debt. Wenning appeared very
confident that the company would achieve its goal of bringing net
debt down to under EUR 10 billion by the end of the year. Bayer's
cost structures are being continuously reviewed and adjusted, and
about EUR 1 billion in potential further savings has been
identified, he said.

According to the Bayer CEO, further staff reductions are a
painful, but necessary measure: "We currently anticipate that we
will have to reduce our workforce by about 15,000 positions
through 2005, of which 3,000 will already be eliminated this
year," he said. Germany will account for about 5,400 of the
positions to be abolished over the next three years. "As in the
past, we will do everything possible to find socially responsible
solutions," Wenning emphasized.

Sales from continuing operations were down by about 2 percent in
the first nine months, to EUR 21.5 billion. The operating result
declined by 42.1 percent to EUR 862 million. "Our operating
performance was impacted by the Lipobay withdrawal and by the
general economic trend," Wenning explained. Other major factors
holding back earnings, especially in the crop protection
business, were the economic crises in Latin America and one-time
effects related to the acquisition of Aventis CropScience. On the
other hand, the growth in volumes along with cost savings of EUR
475 million had a positive effect, Wenning said.

Including income from discontinuing operations, operating profit
increased by 43 percent in the first nine months, to EUR 1.9
billion. The EUR 909 million in income from the sale of Haarmann
& Reimer had a major effect here, according to Wenning. Net
income improved by 79 percent to EUR 1.5 billion. Net operating
cash flow also increased by 34 percent to EUR 2.7 billion - the
highest net cash flow ever generated by Bayer in the first nine
months of a year.

Sales of the HealthCare business area were down by 5 percent to
EUR 2.3 billion in the third quarter, due largely to lower sales
of the pharmaceutical products Cipro and Adalat. The operating
result before exceptional items grew to EUR 175 (77) million,
although the previous year's figure was already heavily affected
by the Lipobay withdrawal and the production shortfalls in
Biological Products. HealthCare sales in the first three quarters
declined by 9 percent to EUR 7 billion, while the operating
result rose by 2 percent to EUR 612 million. This was due to
efficiency improvements in all divisions and higher earnings in
Diagnostics, Biological Products and Animal Health, Wenning
explained.

The Bayer CEO said that the sales and earnings situation in
Pharmaceuticals continues to be impaired by the withdrawal of
Lipobay, which was to have been the main growth driver for this
business. However, Bayer has embarked on extensive restructuring
to improve competitiveness. Wenning added, however, that it will
take more than cost containment and restructuring, "to get
Pharmaceuticals back to where it belongs in the earnings league
for the long term. ... Our preferred option is therefore to
combine our pharmaceutical activities with those of another
company." A possible partnership must not be prevented by rigid
insistence on Bayer having a certain shareholding, Wenning
explained, since "it is no longer realistic to expect Bayer to
have a majority interest in a partnership that would at the same
time benefit its business. Therefore, the pursuit of this option
is currently no longer a priority."

The focus now is to exhaust the full potential of Bayer's own
business, press on with restructuring and fully support the
market launch of new products. "The more successful we are here,
the more weight we will carry in a partnership," said Wenning,
adding that Bayer is currently involved in very good and
constructive discussions, and is confident that these discussions
will lead to a value-enhancing solution for its pharmaceuticals
business.

The sales and earnings performance of Bayer CropScience, which
became a legally independent subgroup on October 1, 2002, was
heavily influenced by the Aventis CropScience (ACS) acquisition.
In the third quarter, sales expanded to EUR 1.3 (0.6) billion.
Disregarding the ACS business, however, sales were down 9
percent, due primarily to the rise in the value of the euro
against the U.S. dollar and to the continuing economic problems
in Latin America. Wenning explained that Bayer CropScience did
not lose market share, since the market shrank to a similar
degree. The operating result in the third quarter was down by EUR
210 million to minus EUR 216 million. For the first nine months,
Bayer CropScience had an operating loss of EUR 52 million. While
the newly acquired ACS business contributed EUR 110 million in
operating profit, the amortization of goodwill and remeasurement
of inventories following the ACS acquisition led to a EUR 329
million charge against earnings. Wenning emphasized, however,
that a large proportion of these factors were one-time effects.
The economic crisis in Latin America and the carve-out and
integration costs combined to reduce operating profit by a
further EUR 140 million.

Although sales of the Polymers business area remained practically
stable at EUR 2.7 billion, the operating result more than doubled
to EUR 152 (75) million. Here, too, Bayer's cost-structure and
efficiency programs had a positive effect, said Wenning. The
company plans total savings in this area of some EUR 600 million
between 2002 and 2005, EUR 140 million of which has already been
achieved this year, he explained.

Although sales of the Chemicals business area dropped by 8
percent to EUR 796 million in the third quarter, due mainly to
negative currency effects, the operating result grew markedly to
EUR 52 (7) million. Earnings in the first nine months fell by 39
percent to EUR 159 million due to the situation at H.C. Starck.
"Disregarding this business group, operating profit from our
Chemicals activities was up 15 percent year-on-year - despite a
10 percent drop in sales," Wenning said. Bayer has identified
total improvement potential for the Chemicals business area of
about EUR 200 million through 2005.

The Bayer CEO heavily criticized the policy of Germany's ruling
coalition made up of the Social Democrat and Green parties. In
view of the difficult situation affecting the entire global
economy, stimulus is urgently needed to boost demand. Yet no such
stimulus is discernible in Germany, according to Wenning: "On the
contrary, the coalition government is currently planning
significant increases in taxes and other levies," he said. The
planned law to reduce or abolish certain types of tax relief
would result in a one-time charge for the Bayer Group of more
than EUR 80 million, as well as additional annual charges of
approximately EUR 160 million. Other adverse factors include the
further costs arising from the increase in social security
contributions and the raising of the income limits for the
assessment of those contributions, as well as the ecology tax.

Wenning said that should these plans really be implemented, the
competitiveness of German industry would be seriously at risk and
the already unfavorable investment climate further impaired. This
would jeopardize Germany's position as an industrial location.
"The tax expenses facing us are not acceptable and would affect
future business decisions," he explained.

In addition to these taxation plans, the cost-containment plans
of the Health Ministry are also of great concern to Bayer as a
pharmaceutical company. "Germany as a pharmaceutical production
location would suffer greatly as a result." Research and
investment at German sites would have to be reduced, Wenning
warned, inevitably resulting in the loss of many more otherwise
viable jobs. Wenning therefore appealed once again to politicians
of all parties to also consider the negative consequences for the
economy, employees and consumers during the parliamentary
consultation process about tax and health policy laws.

To see Bayer's Complete Interim Report for the Third-Quarter:
http://bankrupt.com/misc/Bayer.pdf


COMMERZBANK AG: Issues Interim Report as of September 30, 2002
--------------------------------------------------------------
- Rheinhyp income used for write-downs on investments;
- core capital ratio rises to 6.7%; cuts in investment banking

The Commerzbank Group is posting a result on ordinary activities
(before restructuring expenses) of minus 101m euros for the third
quarter of 2002 (previous year: -279m euros). For the January-
September period, a positive pre-tax profit of 45m euros remains.
The quarterly result was dominated by non-recurring income of
721m euros from the deconsolidation of the former Rheinische
Hypothekenbank. However, this was not used to boost profits but
rather to cover write-downs on investments and securities,
following impairment tests.

Provisioning was increased to 436m euros in the third quarter.
For the year as a whole, the Board of Managing Directors expects
a need for value allowances in the order of just over 1.3bn
euros. In view of the extreme market volatility, they see no
point in forecasting the result for 2002 as a whole. The bank's
cost-cutting offensive is proceeding according to plan: after
nine months, operating expenses were already 9.9% lower than a
year previously.

Due in part to the deconsolidation of Rheinhyp, the core capital
ratio (BIS) improved substantially to 6.7%. The bank's overall
own funds ratio now stands at 11.5%.

In order to bring investment-banking capacity into line with
lower demand, the Board of Managing Directors has resolved to
scale down the relevant activities considerably in overseas
financial centres. This will affect roughly a quarter of the
staff in investment banking. In the related back-office areas, at
least 150 jobs will be shed.

To see Commerzbank's Interim Report:
http://bankrupt.com/misc/Commerzbank.pdf


COMMERZBANK AG: Standard & Poor's Comments on Performance
---------------------------------------------------------
Standard & Poor's Rating Services expresses concern on the
implications of Commerzbank's persistent weak results and
strained financial flexibility.

The rating agency says, the bank's results and financial
flexibility "underscore concerns about further negative
implications of the fierce economic and competitive environment
on Commerzbank's financial profile and business franchise."

Standard & Poor's credit analyst, Stefan Best, says S&P
acknowledged the German bank's cost cutting efforts but
recommends further measures to bring the institution back to
profitability in the foreseeable future.

The agency indicated to meet with management to discuss plans to
face the challenges ahead.

S&P expects Commerzbank's operating profit to just reach
breakeven in 2002; and the bank's pretax loss of EUR113 million
in the third quarter of 2002 and modest pretax profit of EUR45
million in the first nine month so far conforms to the prospect.

S&P also affirmed that the bank's capital and liquidity ratios
remained well above regulatory levels. The agency, however,
pointed out that Commerzbank's Bank for International Settlements
Tier 1 ratio of 6.7% at Sept. 30, 2002, does not, reflect the
bank's currently negative revaluation reserves of EUR1.3 billion
or the double leverage through Commerzbank's investments in at-
equity-consolidated stakes, such as Eurohypo AG.


COMMERZBANK AG: Shows Interest in Increasing Mediobanca Stake
-------------------------------------------------------------
Commerzbank Chief Financial Officer Axel von Ruedorffer is
interested in increasing the bank's 2% stake in Mediobanca, says
reports.  Mr. Ruedoffer said he is satisfied with the cooperation
with Mediobanca and considers the bank's holding as very much
strategic.

The CFO, though, admitted the Italian bank has not initiated an
offer, and it does not expect to be asked at the moment either.

Commezbank chairman Klaus Peter Mueller also sees Mediobanca as a
"fine address" and may possibly increase its stake in the Italian
corporate underwriter.

Mediobanca has holdings in some of Italy's most powerful firms,
including Fiat, Pirelli, and Assicurazioni Generali.  It
underwrites corporate securities and bonds and offers loans and
credit.


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


ELAN CORPORATION: Shareholder Approves Sale of Abelcet
------------------------------------------------------
Elan Corporation, plc (NYSE: ELN) is pleased to announce the
approval of the resolution for the sale by Elan of its United
States, Canadian and any Japanese rights to AbelcetTM, Elan's
injectible amphotericin B lipid formulation, and certain related
assets to Enzon, Inc., (NASDAQ: ENZN), which was proposed and
considered at today's special shareholders meeting of the
Company.

As previously stated, we anticipate completing the transaction
during November, 2002.

Elan is focused on the discovery, development, manufacturing,
selling and marketing of novel therapeutic products in neurology,
pain management and autoimmune diseases. Elan shares trade on the
New York, London and Dublin Stock Exchanges.

CONTACT:  Elan
          Investors: (U.S.)
          Jack Howarth  
          Phone: 212-407-5740
                 800-252-3526
          OR
          Investors: (Europe)   
          Emer Reynolds     
          Phone: 353-1-709-4000    
                 00800 28352600    
                      

ELAN CORPORATION: To Restructure Avinza License Agreement
---------------------------------------------------------
Elan Corporation, plc (NYSE: ELN) announced that it has agreed to
amend the terms of its development, license and supply agreement
with Ligand Pharmaceuticals, Inc regarding Avinza(TM), a once-
daily oral form of morphine.

Under the terms of the amendment, Elan and certain of its
affiliates will receive, upon closing, a cash payment of USUS$100
million in return for a reduction in the ongoing royalty rate
from the current level of 30% of net sales of Avinza in the
United States and Canada to approximately 10%. In addition, Elan
will forego its option to negotiate a co-promotion agreement with
Ligand for Avinza in the U.S. and Canada. Elan will continue to
manufacture the product in its Gainesville facility.

The amendment will become effective if Ligand is successful in
raising sufficient funds over the next several weeks to make the
cash payment to Elan. In the event that Ligand is unsuccessful in
raising sufficient funds, the amendment will not become effective
and the existing agreement will remain unchanged.

Elan recorded revenue of approximately USUS$4.7 million in
respect of its royalty on Avinza for the period from its launch
in the second quarter of 2002 through September 30, 2002.

The carrying value of the Avinza intangible asset as at September
30, 2002 amounted to USUS$16.2 million.

Share Sale

Separately, Elan, through its affiliates, will realise US$20.0
million in cash from the sale of approximately 2.2 million of its
14.5 million Ligand shares to Ligand at US$9.00 per share. Elan
has also agreed to a 180-day lock-up period in respect of 11.8
million of its 12.2 million retained shares in Ligand. Certain
provisions of Elan's registration rights for these 11.8 million
Ligand shares have been amended to ensure any future
distributions are managed in an orderly manner. The share sale is
not subject to any Ligand financing contingency.

"We continue with our commitment to maximise the value of our
assets through this agreement. Importantly, the actions we have
taken with respect to Elan's equity position in Ligand highlight
our commitment to manage the value of our financial assets in an
orderly manner and we look forward to continuing to work with
Ligand in this regard," commented Dr. Garo Armen, chairman of
Elan.

Elan licensed the U.S. and Canadian marketing rights for Avinza
to Ligand in November 1998. The product, which incorporates
Elan's proprietary SODAS(TM) (Spheroidal Oral Drug Absorption
System) technology, was subsequently approved by the U.S. Food
and Drug Administration (FDA) in March 2002 and was launched by
Ligand in the U.S. in the second quarter of 2002.

Under the terms of the development, license and supply agreement
signed in 1998, Elan received an up-front cash payment on signing
and further milestone payments upon the achievement of various
clinical, regulatory and other events. Additionally, the
agreement provided for a royalty equal to 30.0% and 32.5% of net
sales in the first and second year after launch, respectively,
and 35% of net sales thereafter and Elan retained an option for
twelve months post-FDA approval to negotiate a co-promotion
agreement for the product with Ligand.

Elan is focused on the discovery, development, manufacturing,
selling and marketing of novel therapeutic products in neurology,
pain management and autoimmune diseases. Elan shares trade on the
New York, London and Dublin Stock Exchanges.
  
CONTACT:  Elan Corporation
          Investors:  (U.S.)              
          Jack Howarth
          Phone: 212/407-5740 or 800/252-3526             
          or
          Investors:  (Europe)    
          Emer Reynolds
          Phone: 353-1-709-4000 or 00800 28352600      


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


CIRIO FINANZIARIA: Would-be Advisors Call for Owner's Resignation
-----------------------------------------------------------------
Potential advisors to food company Cirio Finanziaria SpA
indicated to accept the role on the condition that the company's
owner and managing director Sergio Cragnotti resign.

Dow Jones gathered that the would-be advisers are investment bank
Rothschild, Milan-based M&A and restructuring boutique Guido
Roberto Vitale.  The parties particularly wanting to kick Mr.
Cragnotti are Rotschild and Vitale.

According to local press agency Radiocor, Mr. Cragnotti could be
called to resign in Wednesday's board meeting, at the earliest.

Talks with possible financial advisers had suspended the
company's shares for a fifth straight day on Tuesday.  Last week,
Cirio nearly succumb into bankruptcy when the trustee for its
EUR150 million bond, Law Debenture Trust Corporation, placed the
bond's issuer, Cirio Finance Luxembourg S.A., in default.

Cirio and its banks--Banca Nazionale del Lavoro SpA (I.BNL) and
Capitalia SpA-- failed to raise funds to pay back the bond last
week.

A "cross default" on the bonds would involve all of Cirio's other
bond issues and would force a debt restructuring across the
board.


FIAT SPA: Toyota Rules Out Investment in Sicilian Plant
-------------------------------------------------------
Toyota Motor Corp. is not interested in investing in a Sicilian
factory that Fiat SpA wants to close as the venture is not
included in the former's production plan in Europe.

"We never even got to the stage of considering it because we have
already mapped out production plans for several years in Europe,"
a source told Dow Jones.

The source confirmed that Toyota would continue the plan outlined
by President Fujio Cho of building its own plant in Europe
instead of buying one.  

Two weeks ago Dow Jones said Mr. Cho dismissed the rumors of
Toyota-Fiat talks as "false information".

A spokesman from Toyota confirmed, though, that the carmaker
received a request to invest in the factory in Termini Imerese,
Fiat's operation in line for 1,800 job cuts under the automaker's
restructuring plan.

Sicily's regional government admitted it approached Toyota about
a possible sale of the plant.  The report sent Fiat shares 3.5%
higher Monday.


TELECOM ITALIA: Finsiel and FileNet Signs New Agreement
-------------------------------------------------------
Finsiel, the Telecom Italia Group's Information Technology Market
Business Unit and FileNET Italy, a subsidiary of FileNET
Corporation (Nasdaq: FILE), leading supplier of ECM (Enterprise
Content Management) solutions have signed an agreement to deploy
strategic solutions for documentation management, workflow
management and alternative storage systems to their reference
markets.

This partnership will enable FileNET to become firmly entrenched
in the central and local government market by offering specific
solutions. In particular, Finsiel will offer the public sector
solutions based on FileNET's ECM offering, which is underpinned
by powerful technological infrastructure and comprises a range of
integrated products.
In anticipation of this development, Finsiel has recently
provided selected professional personnel working in the public
administration (developer and administrator) sector with special
training on FileNET's Panagon platform.

More generally, Finsiel and FileNET will develop for the PA
sector a host of specific solutions for managing government
agencies as efficient and competitive concerns, exploiting the
new opportunities offered by Internet, and interacting on-line
with the public. The aim of this agreement is, moreover, to
further expand the current expertise of the Finsiel Group in the
vertical markets of business, banks and insurance.

"The experience and expertise of the Finsiel Group in the Public
Administration sector will be further reinforced thanks to this
important agreement with FileNET" declared Corrado Ciotti, in
charge of Finsiel's government - IT market. "By setting up
industrial projects regarding the consolidation and development
of expertise in value added technology, processes and solutions
alongside our offerings in the software development, system
integration and consulting sectors for the PA market - but also
for the business, bank and insurance markets - we should be able
to corner ever larger shares of the market".

"The agreement with Finsiel will enable us to further reinforce
our already strong presence in the public sector", commented
Graziella Rossi, FileNET's marketing director for Italy. "Our
extensive ECM solution is unrivalled in the sector. New products
and functions are constantly being added to ensure that our
clients have the instruments they need to manage all their
Content and Process Management requirements, both in their
companies and on the Web, in an integrated fashion. Combined with
our new partnership this will enable us to offer the PA market
high value-added solutions".

All the trade names mentioned are trademarks or registered
trademarks of the respective companies.

Finsiel (Telecom Italia Group), with a turnover of more than 1200
million euros, Finsiel is one of the top Italian names in the
field of IT services and consulting. It provides government
agencies, banks and businesses with a full range of services
across the entire ICT value chain: IT consultancy, business
process re-engineering, business intelligence, system
integration, ERM solutions, on-line services, and e-learning.
Finsiel's offering has been completely updated and made web ready
with solutions and services based on the integration of legacy
systems, ERP platforms, Internet technology and, above all, on
the basis of consultancies for re-designing processes and in-
depth knowledge of reference markets.

FileNET Corporation (Nasdaq: FILE) provides "The Substance Behind
eBusiness" through Enterprise Content Management solutions that
help to increase productivity, customer satisfaction and
profitability, enabling customers, business partners, suppliers
and employees to use and exchange vital information. Based in
Costa Mesa (California), FileNET distributes its innovative
products in over 90 countries through its sales organization,
which also offers direct and indirect assistance, by means of the
ValueNET Partner programme, designed for retailers, system
integrators and application developers. Founded in 1982, the
company's turnover in 2001 amounted to US$ 332.5 million. It has
had a presence in Italy since 1995 when a branch office run by
Carlo Stellati was opened for Italy and Southern Europe. Further
information can be found at: http://www.filenet.com/italiano.


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


GETRONICS NV: Moody's Downgrade Ratings on Profit Warning
---------------------------------------------------------
Moody's Investors Service downgraded Getronics N.V.'s issuer and
bank loan ratings to B3 from B1, senior implied rating to Caa1
from B1, and subordinated convertible bonds to Caa3 from B3.

The downgrade affects approximately EUR820 Million of debt
instruments.

According to the rating agency, the downgrade is a result of the
company's profit warning and announcements to restructure its
outstanding convertible debt and extend its maturity profile.

Moody's assigned a negative outlook to the rating to reflect the
possibility of even lower recovery rates of from a forced
unwinding than from a structured refinancing of the network
integration and software services company.  It also gave the
rating to reflect concern of a further deterioration in
Getronic's business performance and outlook.

The rating agency noted that the company's operating profit and
free cash flow have been reduced to levels that make the
company's debt servicing ability constrained.  Moody's
particularly mentioned refinancing obligations of about EUR480
million debt that maturities in 2004.

The Amsterdam-based company has about EUR900 million in debt, of
which EUR500 million is syndicated revolving credit facility and
EUR350 million is subordinated convertible bond maturing in April
2004.

Outstandings under these two facilities currently add up to about
EUR 480 million.

With no indication of a near-term turnaround in the information
communications and technology market, the financial covenants on
the EUR500-million syndicated loan facilities are becoming tight.

Currently, the company's refinancing plan is dependent on the
disposal of Getronics Government Solutions, from which Getronics
expects to raise EUR190 million.


BUHRMANN NV: To Renegotiate Loan Terms If Needed - CEO
------------------------------------------------------
Buhrmann, the office products supplier which issued four profit
warnings in 18 months, indicated to renegotiate the terms of loan
agreements if it is in danger of breaching a key covenant.

Previously, Standard & Poor's warned that Buhrmann risked
breaching its EBITDA to net cash interest coverage covenant when
it steps up from 2.5 times to 2.75 times on April 1.  

According to the Financial Times, the chief executive confirmed
the number but dismissed the idea of a lack of action on the part
of the management. He says: "You simply postpone the moment of
the step-up."

He added that the risk of breaching the covenant would only be
clear if the company completes its annual budget next month.

The world's biggest supplier of office products to business has
EUR1.9bn (US$1.92bn) net debt, of which EIR1.24bn is bank loans
and EUR350m is a revolving credit facility.  It needs to redeem
EUR163m of debt next year.

As Mr. Koffrie disclosed that a further round of restructuring in
the business is to be expected, he mentioned the possibility of
trimming down back-office and support staff, in North America and
in Europe.  He, however, said the cuts would not be as massive as
the previous cutbacks.  The company has laid-off 5,000 staff
since May of last year.


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


ELEKTRIM SA: Announces Initial Offers for Elektrim Megadex
----------------------------------------------------------
The Management Board of Elektrim S.A. announces that initial
purchase offers have been received by the Company according to
the deadline of 8 November 2002. The offers for the purchase of
98.7% of shares of Elektrim Megadex S.A. (?EMSA?) have been
submitted both by Polish and international investors and are now
analyzed.

It is planned that the due diligence process of EMSA will start,
too. Elektrim's Management Board expects the transaction to close
by the end of January 2003. For the sake of the negotiations the
Company does not disclose any further details regarding the
transaction at the present stage.


ELEKTRIM SA: Announces Settlement With CII Group Polska
-------------------------------------------------------
The Management Board of Elektrim S.A. announces that on 8
November 2002 Elektrim S.A. signed a settlement with CII Group
Polska Sp. z o.o. and Thomas Kolaja. Pursuant to the settlement,
the dispute between the parties has been solved amicably.


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


ABB LTD: Wins US$ 80 Million Order for North Sea Oil Platform
-------------------------------------------------------------
ABB, the leading power and automation technology group, said
Tuesday it has won a three-year, US$ 80 million contract from
Norsk Hydro, the Norwegian oil company.

Under the terms of the agreement, ABB will design, construct and
install two large modules on the Visund oil platform in the North
Sea - one containing equipment to increase gas injection rate and
raise oil production, the other to allow gas exports from the
platform, which is located 120 kilometers off the west coast of
Norway. ABB will also provide project management.

"This is another signal of growing customer confidence in our
technology and experience in this field," said Erik Fougner, head
of ABB's Oil, Gas and Petrochemicals division. "Building big
modules with complex modifications offshore has become one of our
specialities."

Work on the order starts immediately and is due to be completed
in 2005 when the two modules, weighing 670 and 300 tons, are
installed on the Visund platform. ABB built the platform for
Norsk Hydro in 1999.

ABB's Oil, Gas and Petrochemicals division has won a number of
large orders in recent months. They include a US$ 987 million
contract to develop oil and gas in the Russian Far East, and one
for a US$ 180 million gas subsea system in the Barents Sea.

ABB (www.abb.com) is a leader in power and automation
technologies that enable utility and industry customers to
improve performance while lowering environmental impact. The ABB
Group of companies operates in more than 100 countries and
employs about 146,000 people worldwide.


SWISS LIFE: Capital Increase Terms to Be Revealed Monday
--------------------------------------------------------    
Swiss Life/Rentenanstalt confirms on November 12, in agreement
with its financial advisor, Credit Suisse First Boston (CSFB),
that the terms for its capital increase will be announced before
the market opens on Monday, 18 November 2002.

This is a result of the recent management change and the
importance Mr Rolf Dorig, the new Chief Executive Officer, places
on being personally involved in the details of the capital
increase.

Mr Rolf Dorig said: "As I indicated upon my appointment, the
capital increase is my first priority. After consulting with
CSFB, I decided to postpone the transaction by a few days to
personally ensure that my expectations are being met and the
highest achievable level of transparency and information is
offered to our shareholders and investors while going into this
very important transaction."


ZURICH FINANCIAL: To Restructure Zurich Capital Markets
-------------------------------------------------------
Zurich Financial Services announced a restructuring of its
subsidiary Zurich Capital Markets Inc. (ZCM), concentrating on
Zurich Capital Market's core strengths of asset management,
customized structured products and client servicing to meet the
needs of its clients invested in alternative assets.

David L. Wasserman, Chief Executive Officer of Zurich Global
Assets, said, "Zurich Capital Markets has built a business
creating innovative products for its clients. The restructuring
of ZCM is in line with the Group's strategy to concentrate on
core markets and core products in targeted regions."

Stephen A. Sinacore, Chief Executive Officer of ZCM, added, "This
allows us to sharpen our focus and concentrate on our asset
management based products and our proprietary technologies that
enhance client services."

As part of the restructuring, ZCM will reduce its investment in
non-core businesses including parts of its structured finance
business and certain operations in Sydney, Australia. The
reduction in these activities will be conducted over the next
several months.

Zurich Capital Markets is a member of the Zurich Financial
Services Group and serves a global client base including
financial institutions, insurance companies, hedge funds, funds-
of-funds, and high net worth individuals. ZCM has offices in New
York, London, Dublin, Sydney, Tokyo and Hong Kong.

Zurich Financial Services is an insurance-based financial
services provider with an international network that focuses its
activities on its key markets of North America, the United
Kingdom and Continental Europe. Founded in 1872, Zurich is
headquartered in Zurich, Switzerland. It has offices in
approximately 60 countries and employs well over 70,000 people.

CONTACT:  Shannon Bell
          Zurich Financial Services, Public Relations
          New York
          Phone: +1 212 871 1621

          Zurich Financial Services, Media and Public Relation
          8022 Zurich, Switzerland
          Phone: +41 (0)1 625 21 00
          Fax: +41 (0)1 625 26 41
          Home Page: http://www.zurich.com


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


AMEY PLC: Substantial Shareholders Announce Dealings
----------------------------------------------------
Name Of Company: AMEY PLC

Name Of Shareholder Having A Major Interest:
     LEGAL & GENERAL INVESTMENT MANAGEMENT

Notification In Respect Of 2 Above

Name of the registered holder(s) and the number of shares held:
     HSBC GLOBAL CUSTODY NOMINEE (UK) LTD:
     A/C 775245     1,130,000
     A/C 357206     5,687,367
     A/C 866203       297,400
     A/C 360509       220,550
     A/C 252605       239,000
                    ---------
                    7,574,317

Number of shares/amount of stock disposed: 277,500
( 0.11%) of issued Class

Class of security: ORDINARY SHARES OF 1p EACH

Date of transaction: November 8, 2002

Date company informed: November 12, 2002     

Total holding following this notification: 7,574,317 Ordinary
Shares Of 1p Each     
               
Total % holding of issued class following this notification:
3.00%

Additional information: See Correspondence Below
     The issued share capital is 252,734,450 as at today's date
and not
     252,674,450 as indicated in the letter below.

Name of contact and telephone number for queries:
     Mr T Maw
     Company Secretarial Administrator
     Amey Plc
     Phone: 020 7659 1935

Authorised company official making this notification:
     Carol Hui, Company Secretary

Date of Notification: November 12, 2002


LETTER TO AMEY PLC - DATED 11 NOVEMBER 2002

Companies Act 1985 - Disclosure of Interest in Shares
-----------------------------------------------------

Consequent upon a sale in the market of 277,500 shares on the 08
November 2002, we now hold the following number of shares which
are not subject to a concert party and will be registered as
follows:

Material Interest
-----------------

HSBC Global Custody Nominee (UK) Ltd A/c 775245 1,130,000
HSBC Global Custody Nominee (UK) Ltd A/c 357206 5,687,367
HSBC Global Custody Nominee (UK) Ltd A/c 866203 297,400
HSBC Global Custody Nominee (UK) Ltd A/c 360509 220,550
HSBC Global Custody Nominee (UK) Ltd A/c 252605 239,000
                                               ---------    ----
                                               7,574,317    2.99%
                                               =========    ====

Please note that this percentage is based on our understanding
that your issued share capital is 252,674,450.

From Legal & General

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS

Name Of Company: AMEY PLC

Name Of Shareholder Having A Major Interest:
     STERLING INVESTMENT GROUP LIMITED

Notification In Respect Of 2 Above

Name of the registered holder(s) and the number of shares:
     P.H. NOMINEES LTD - NOT STATED
     N.Y. NOMINEES LTD - NOT STATED

Number of shares/amount of stock acquired: Not Stated

Number of shares/amount of stock disposed: Not Stated

Class of security: Ordinary Shares OF 1p Each

Date of transaction: Not Stated

Date company informed: November 12, 2002     

Total holding following this notification: 14,775,000 Ordinary
Shares Of 1p Each     
               
Total % holding of issued class following notification: 5.85%

Additional information:
Dr. Tito Tettamanti Of Totara Park House, 34-36 Gray's Inn Road,
London WCIX 8NN is also interested in the shares through his
indirect controlling interest in sterling investment group
limited    

Name of contact and telephone number for queries:
     Mr T Maw
     Company Secretarial Administrator
     Amey Plc
     Phone: 020 7659 1935

Authorised company official making this notification:
     Carol Hui, Company Secretary

Date of Notification: November 12, 2002

LETTER TO AMEY PLC

We write to inform you pursuant to section 198 of the Companies
Act 1985 (as amended) that Sterling Investment Group Limited is
now holding a total of 14,775,000 ordinary shares of 1p each.

The shares are registered in the names of P.H. Nominees Ltd and
N.Y. Nominees Ltd.

Dr. Tito Tettamanti of Totara Park House, 34-36 Gray's Inn Road,
London WCIX 8NN, is also interested in the shares through his
indirect controlling interest in Sterling Investment Group
Limited.

From Sterling Investment Group Limited


PEARL ASSURANCE: Troubles Hamper AMP's Plan to Buy Italian Asset
-----------------------------------------------------------------
Australian financial services group, AMP, dropped its plan of
acquiring Commerzbank's Italian asset management arm after
Italian regulators disapproved the group's bid.

AMP said the Bank of Italy disapprove the deal pending resolution
of the financial difficulties of the group's U.K. life insurance
operation, Pearl.  

The financial services company is currently strengthening Pearl's
capital base after it emerged in September that the subsidiary
breached the minimum capital requirements in the UK.  

However, not until the measures are complete, the Bank of Italy
could not approve the Commerzbank deal within the statutory
timeframe, says AMP chief executive Andrew Mohl.

The acquisition of Commerzbank's Italian asset was intended to be
the group's strategic entry to the retail financial services
market in continental Europe, says The Scotsman.


SFI GROUP: Trouble Looms as Gap in Books Emerged
------------------------------------------------
Pub operator, SFI Group, revealed significant gap in its books as
it announced the departure of its founder and chairman, Tony
Hill.  The company also asked for the suspension of dealings of
its shares.

According to Times Online, the group recently disclosed a EUR20
million hole, which it attributes to "a significant overstatement
of current assets and understatement of liabilities."

The company also admitted overestimation of cashflow from its
Parisa cafe bars.

Tim Andrews, the group's finance director, even warned that the
gap "could be bigger" if the value of the company's fixed asset
is reviewed.

Mr. Andrews said that some of the problems--which he says is
"down to aggressive accounting" and some to "lazy accounting"--
can be traced back three or four years.

Mr. Andrews considered the possibility that these prior-year
accounts may be restated.

Chief Executive Andrew Latham has hired appointed
PricewaterhouseCoopers to assist the company with the review.

Some analysts reportedly sought inquiry into recent statements by
SFI to claim that the market was given misleading information on
the company's real financial standing.  Mr. Andrews dismissed the
accusations.

According to the report, Mr. Latham refused to believe
suggestions of fraud in the company, and rejected the proposition
for further resignations in the management.  He also rejected the
idea that its banking syndicate, led by Barclays, would withdraw
its support on the company.

Observers believe that SFI, with estimated debts of GBP130
million, may be forced to sell one of its main brands.


SFI GROUP: Issues Announcement and Notice of Suspension of Shares
-----------------------------------------------------------------
In its AGM statement on 21 October 2002, the Company made
reference to the combined effect of the cash flow impact of the
Company's significant site opening programme, the current trading
environment, delays in the planned disposal programme and
increased creditor pressure since 19 September. The Company
reported that its bankers had granted temporary waivers in
relation to certain breaches of the existing banking facilities.

As also announced at that time, Tim Andrews, who joined the Group
as Finance Director in July of this year, has been conducting a
full review of the Group's financial position.  
PricewaterhouseCoopers have been appointed to assist in this
review process.  The review is continuing but a number of
material conclusions have already been reached:

- The Company's financial model at the time of the acquisition of
Parisa Cafe Bars in November 2001 was over optimistic as it
assumed operating cash flows approximately o10 million in excess
of those actually reported in the financial year ending 31 May
2002.

- The Group has operated for some time with a particular focus on
its profit and loss account but with less attention being paid to
its cash flow statements and balance sheet.  The inadequacy of
cash flow controls and procedures of the Group, particularly with
regard to cut off of accounting periods, was a contributory
factor in the continuation of the Group's capital expenditure
programme following the Parisa Cafe Bars acquisition.  This has
had an impact on the Group's cash flow.

- Over a number of years there has been a significant over-
statement of current assets and under-statement of liabilities of
the Group.  The Directors currently believe that the value of
current assets are over-stated and liabilities are under-stated
to an amount which, in aggregate, is likely to exceed o20
million.  The accounting treatment of these over and under-
statements is still under review.  The fixed assets of the Group
are still the subject of the financial review.

The Board is implementing revised accounting procedures and
policies designed to prevent a recurrence of the misstatement of
assets and liabilities of the Group and to ensure that the
Group's reporting systems reflect properly Group profitability
and cash generation.  The Group is producing projections and
forecasts based on the revised accounting procedures and
policies.

Tony Hill, Chairman and the previous CEO, has resigned from the
Board.  He will be replaced in the short-term by the Deputy
Chairman, Robert Lo, whilst the Nominations Committee of the
Board recruits a suitable person to work with the new executive
team.  The process of finding a new Chairman is already underway.

Andrew Latham, who was appointed CEO in April 2002, is conducting
a full strategic review of the Group, again assisted by
PricewaterhouseCoopers.

In the circumstances, the Directors believe that it is in the
best interests of the Company and its shareholders that dealings
in its shares are suspended pending the conclusion of the
strategic and financial reviews and clarification of its
financial position.  A request to this effect has been made to
the U.K. Listing Authority which has suspended dealings in the
Company's shares with effect from 7.30am this morning.

The Directors will continue to work to resolve the issues raised
in this announcement.

CONTACT:  SFI Group plc
          Andrew Latham, Chief Executive
          Tim Andrews, Finance Director
          
          College Hill                
          Phone: 020 7457 2020
          Justine Warren
          James Henderson


SFI GROUP: FSA Issues Notice of Temporary Suspension of Trading
---------------------------------------------------------------
The following security has been temporarily suspended from
trading on the London Stock Exchange from November 12, 2002
7:30am at the request of the company pending clarification of the
company's financial position.

SFI GROUP PLC
           Ordinary Shares of 25p each  (0-135-515)(GB0001355154)
           fully paid

This suspension notice follows the earlier suspension from
Official Listing Notice issued by the Financial Services
Authority.

CONTACT:  Securities Management
          London Stock Exchange
          Phone: 020 7797 1579.


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    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 and Ma. Cristina Canson, 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
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Information contained herein is obtained from sources believed to
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contact Christopher Beard at 240/629-3300.


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