/raid1/www/Hosts/bankrupt/TCREUR_Public/030625.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Wednesday, June 25, 2003, Vol. 4, No. 124


                            Headlines


F R A N C E

BULL SA: Endangers France on Failure to Repay EUR450 Mln Loan
VIVENDI UNIVERSAL: Receives 3 Bids for U.S. Entertainment Assets


G E R M A N Y

BAYER AG: Settles Baycol Suits Scheduled for Hearing Next Month
BERTELSMANN AG: Seeks Buyer for New York Headquarters
DEUTSCHE BAHN: Narrows Bidders for Chemicals Distribution Unit
MUNICH RE: Fear Over Further Capital Hike Shakes up Shares
WESTLB: Shareholders Ignore Ultimatum, Force CEO to Resign


I T A L Y

TELECOM ITALIA: Megabeam Deal Under Investigation
TELECOM ITALIA: Antitrust Office Launches Probe into Consip Bid
TELECOM ITALIA: Promises to Cooperate with Antitrust Probe


L U X E M B O U R G

VANTICO GROUP: Moody's Withdraws Ratings After Capital Shake-up


N E T H E R L A N D S

ROYAL KPN: Reports Further Improvement in Credit Rating


P O L A N D

BANK MILLENNIUM: Fitch Revises Support Rating to '3' from '4'
BANK MILLENNIUM: Sets Extraordinary Shareholders Meeting July


R U S S I A

COMMERCIAL BANK: Fitch Assigns 'CCC+' Long-term Rating


S W E D E N

SAS GROUP: Moody's Lowers Credit Rating; Assigns Stable Outlook


S W I T Z E R L A N D

ABB LTD: U.S. Bankruptcy Court OKs Asbestos Settlement Plan
ZURICH FINANCIAL: To Withdraw from Japan, Says Local Daily


U N I T E D   K I N G D O M

BASE GROUP: Reviews Options for Football Biz as Losses Continue
BRITISH AIRWAYS: Poised to Reject Virgin's Offer for Concorde
BRITISH AIRWAYS: Moody's Confirms Ratings; Assigns Neg Outlook
CORDIANT COMMUNICATIONS: WPP Offer Picked to Keep Clients
CORDIANT COMMUNICATIONS: To Issue New Share After WPP Takeover

FAUPEL TRADING: Forecasts Return to Profit this Year
HAMLEYS PLC: Independent Directors Deny Receiving Other Offers
LE MERIDIEN: Lehman Brothers Wants Firm Under Administration
LONGBRIDGE INTERNATIONAL: Chairman Says Net Debt Halve in 2002
MCLEOD RUSSEL: Chair Tells Investors -- Expect Poor 2003 Results

NETWORK RAIL: Reveals Bidders for 5-year Track Renewal Contracts
PNC TELECOM: Numerica Experts Appointed Administrators
SOMERFIELD PLC: Wants Sainsbury-targeted Outlets Identified
TRINITY MIRROR: Mulls Disposal of Northern Ireland Affiliates


                            *********


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


BULL SA: Endangers France on Failure to Repay EUR450 Mln Loan
-------------------------------------------------------------
The EUR450 million- (US$520 million) loan that France has provided computer
services group Bull, and which the company has failed to pay, could be under
fire from the European Commission in the coming weeks.

The Commission could file, under European Union rules, legal action against
France unless Bull pays the debt after missing the June 17 deadline for
repaying the loan with interest.  The office of E.U. Competition
Commissioner Mario Monti has written to the French government for
confirmation that the money has not been paid, according to the Financial
Times.

"The Commission reminds the French government that we are in a community of
law," said a Commission spokesman.  "We are confident that the French
government, as one of the founders of the community, will abide by the
rules."

Brussels authorities insisted Bull was aware when it obtained the loan in
November that it has to pay the amount by June 17.
Earlier, Bull said it would only be able to meet the obligation after it
restructures itself, which is by the end of September.  Paris itself has
consented to the plan that Bull repay the loan until the restructuring
program is in place.

Although the Commission could take the matter to court, officials have
hinted willingness to extend the deadline briefly, according to the report.


VIVENDI UNIVERSAL: Receives 3 Bids for U.S. Entertainment Assets
----------------------------------------------------------------
Billionaire Marvin Davis, Edgar Bronfman Jr. and Kirk Kerkorian's
Metro-Goldwyn-Mayer Inc. have submitted bids for the U.S. entertainment
assets of Vivendi Universal, according to Bloomberg.

The French group, according to people familiar with the situation, would
come up with a short list of bidders beginning next week.  General Electric
Co.'s NBC unit has reportedly submitted a letter of interest and Viacom Inc.
may file a bid later this week, sources told Bloomberg.  John Malone's
Liberty Media Corp., meanwhile, declined to comment on any move.  All the
parties declined to disclose the ceiling for their possible offers.

Vivendi is trying to sell the company's entertainment business
as part of CEO Jean-Rene Fourtou's program to raise EUR16
billion ($18.7 billion) by the end of 2004.


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


BAYER AG: Settles Baycol Suits Scheduled for Hearing Next Month
---------------------------------------------------------------
Individual Baycol lawsuits against Bayer AG that are scheduled to go to
court in Oregon and Mississippi next month have already been settled,
spokeswoman Annette Josten confirms.

"To our current knowledge, there are no trials in July," Ms. Justin told AFX
News.  However, she declined to comment on when the next trial is scheduled
to take place after July.  Bayer has been settling lawsuits filed against it
for damages arising from its cholesterol-lowering drug, which was
voluntarily withdrawn from the market in August of 2001.

Earlier this month, TCR-Europe reported that the number of Baycol-related
suits settled by the company increased from 785 in May to 888.  The paper
said Bayer paid a total of US$240 million to settle the cases in May.  The
company did not reveal the cost of settling the other 103 cases.

The number of suspected deaths worldwide in connection with Baycol is
roughly 100, AFX said.  It is estimated that about 6 million patients
received prescriptions to take Baycol before its withdrawal from the market.


BERTELSMANN AG: Seeks Buyer for New York Headquarters
-----------------------------------------------------
In a move reminiscent of Vivendi Universal's recent disposal of offices in
the U.S., Germany's Bertelsmann AG announced recently that it will auction
its landmark New York headquarters, a move that could fetch US$400 million,
according to the Financial Times.

The German media group bought the 45-storey tower on Times Square in 1992,
the paper said.  Although it doesn't own the building now, the group has an
option to buy it back from landlord Grunwalder Allgemeine Leasing for an
undisclosed price until 2013.  Bertelsmann's plan is to find a buyer so it
could exercise the option, pocket the profit and become a tenant again as
part of a new sale-and-lease-back transaction, the Financial Times said.

Insiders deny the decision to sell heralds the beginning of a gradual
withdrawal from the U.S., emphasizing it is purely a financial move.
Bertelsmann remains in talks with a U.S. rival about merging their
respective music business.

First quarter results of Bertelsmann showed net loss of EUR399 million due
to a EUR60 million restructuring charge related to the integration of Zomba
into the group. Bertelsmann bought the music label last year for EUR2.7
billion.

CONTACT:  BERTELSMANN AG
          Carl-Bertelsmann-Straae 270
          33311 Gtersloh
          Germany
          Phone: ++49.5241.80-0
          Fax: ++49.5241.80-9662


DEUTSCHE BAHN: Narrows Bidders for Chemicals Distribution Unit
--------------------------------------------------------------
Deutsche Bahn, the German rail operator divesting non-core assets to cut
debts, has narrowed bidders for its chemicals distribution business,
Brenntag, to four, according to sources close to the transaction.

The bidders short-listed for the EUR1 billion- (US$1.2 billion) transaction
include U.S. private equity firms Blackstone Group and Bain Capital and
U.K.-based rivals CVC Capital Partners and Cinven, according to Reuters.
The parties were all allowed to carry out due diligence ahead of a deadline
for final, binding bids in August, the sources said.  But, according to
them, a preferred bidder is unlikely to come out before September due to the
complexity of separating Brenntag from Stinnes, from whose acquisition last
year Deutsche Bahn inherited the operation.
A distributor of industrial and specialty chemicals, Brenntag is believed to
be worth up to EUR1.5 billion.

CVC is reportedly leading the process, but sources say Deutsch Bahn has not
committed to any bidder yet.  Both CVC and Cinven declined to comment,
according to Reuters.


MUNICH RE: Fear Over Further Capital Hike Shakes up Shares
----------------------------------------------------------
Worries that Munich Re may need to raise capital this year to improve its
balance sheet have sent shares of the world's biggest reinsurer to fall 3.6%
to EUR91.90.

According to the Financial Times, rating agency Standard & Poor's statement
last week that it expected to see improvements to the balance sheet of the
Munich group, "including further substantial capital-raising initiatives,"
sparked the fall.

A restoration of the reinsurer's capital adequacy to "at least a strong
level by the end of this year, a level more consistent with the ratings on
the group operating companies," is also expected.  S&P said the targets
should be achieved "as the impact of price increases and tighter terms and
conditions takes effect."

The demand for a further capital raising from the ratings agency contradicts
the recent pronouncement by newly designated CEO Nikolaus von Bomhard that
there is no more need for it following the EUR3.44 bond issue in March.  The
Financial Times expects the reinsurer to follow S&P's prescription to avoid
further downgrades since confidence in its financial health, coupled by a
good credit rating, is vital for its risk-related business contracts.

Munich Re's capital position significantly eroded last year as it was
affected by the woes of the banking sector through its 26% stake in HVB.
Badly hit by the downturn on world stock markets, it received sharp investor
criticism over its financial and stock market performance.  The company took
a EUR5.7 billion- writedown on shares in 2002, but reported a return to
profit in the first three months this year.


WESTLB: Shareholders Ignore Ultimatum, Force CEO to Resign
----------------------------------------------------------
WestLB CEO Jurgen Sengera stepped down from his post in the German bank
after shareholders refused to take the first option of his "back me or I
leave" ultimatum.

WestLB made a EUR1.67 billion- (GBP1.1 billion) loss in 2002, up from its
initial estimate of EUR1 billion, due to a GBP350 million writedown on the
bank's refinancing of TV rental business, Box Clever, made by its principal
finance unit.  The bank is closing the division, headed by Robin Saunders,
ahead of a possible sale, and has hired Goldman Sachs and Citigroup to
assess its value for a possible sale.

A report from the firms was expected to come out Tuesday.  They are expected
to value the equity and debt in the unit's portfolio -- including Mid Kent
Water, the Odeon cinema chain, Pubmaster, part of British Home Stores, and
the Whyte & Mackay whisky distillery -- at close to GBP3 billion, according
to the Telegraph.  They are likely to say that there are no unexpected
problems with the portfolio.

Johannes Ringer, current boss of Mrs. Saunders, will act as chief executive
while the company looks for somebody to replace Mr. Sengera.


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


TELECOM ITALIA: Megabeam Deal Under Investigation
-------------------------------------------------
Telecom Italia SpA faces another investigation, this time involving its
acquisition of Megabeam Italia, one of Italy's major national radio network
operators.

AFX News, citing an official at the antitrust authority, reported that the
acquisition of Megabeam could reinforce Telecom Italia's "dominant position
in the market of broadband Internet access to the final consumer."  He
further explained that the acquisition could impact the offer of wi-fi
services in important public areas, such as airports.

Wi-fi offers personal computer users wireless access to the Internet without
having to plug into a fixed line or use a mobile phone.  The antitrust
authority has 45 days to complete its investigation.


TELECOM ITALIA: Antitrust Office Launches Probe into Consip Bid
---------------------------------------------------------------
The Italian antitrust authority will probe Telecom Italia on suspicions that
it may have taken advantage of its dominant position in bidding for a
EUR488.7 million- supply contract to the government.  The probe follows
complaints from competitors.

The authority claims the pricing of some services offered by Telecom Italia
to Consip SpA, a government-owned company, were set below cost.

"In the Consip contest for the public administration for 2002, Telecom
Italia would have practiced in its offer for some types of traffic prices 30
pct less than the network costs, compared to its reference interconnection
offer for 2002," the authority told AFX News.  "The inevitability of network
costs for any operator that wanted to make an alternative offer, and the
high level of such costs for a competitor, determine the impossibility of
replicating the Telecom Italia offer."

"From th[is], it seems possible to demonstrate the substantially
anti-competitive character of the Telecom Italia commercial proposal to the
public administration," the antitrust authority said.

The authority, which has until April 30, 2004 to complete the inquiry, said
it will also probe Telecom Italia customers offered tariffs based on
interconnection charges lower than the reference prices.

Telecom Italia, which had a 79.6% share of the business user market in 2001,
competes with ENEL SpA unit's Wind, which serves 9.5% of the market, and
Albacom, which caters to 4.0% of the subscribers.


TELECOM ITALIA: Promises to Cooperate with Antitrust Probe
----------------------------------------------------------
With regard to the Italian Competition and Market Regulatory Authority
launching an inquiry into alleged anticompetitive conduct, Telecom Italia
wishes to highlight that the company has always acted in full respect of the
rules established by the authorities, and has never undertaken actions
oriented towards restricting the competitiveness of other telecommunications
carriers.

Telecom Italia will be working hand-in-hand with the Antitrust Authority and
will provide all documentation and information necessary to dispel any
doubts about its conduct.

Telecom Italia has always acted with propriety as it has competed on the
domestic and international markets.

Company commercial policy is oriented solely towards catering to customer
needs by offering high-quality, technologically advanced solutions.

Telecom Italia wishes to point out that its interconnection price list
offers the greatest range of services available in Europe, and for most
items its prices are among the continent's lowest, as the European Union
itself acknowledged recently.


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


VANTICO GROUP: Moody's Withdraws Ratings After Capital Shake-up
---------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Vantico Group following
the company's proposal to restructure its capital and refinance all
outstanding rated bank and bond debt.

The ratings withdrawn were the 'Ca' rating for Vantico Group S.A.'s EUR250
million in 12% senior notes and the 'Caa2' Senior Implied rating for the
same entity.  Moody's also withdrew the 'Caa1' rating on the bank debt
facilities of Vantico International S.A.

The group's restructuring included a debt for equity swap, and an equity
injection of CHF150 million, which the management hopes would be completed
during the second quarter of 2003.
Following the balance sheet restructuring, MatlinPatterson Global
Opportunities Partners L.P., a member of the Committee, is expected to
become the majority shareholder in Vantico, the company said in March.

Vantico was created through a management buy-out of the Performance Polymers
Division of Ciba S.C., backed by Morgan
Grenfell Private Equity.  Vantico operates as a global leader in providing
solutions in the field of innovative coatings, structural composites,
adhesives, tooling materials, and electrical and electronic insulation for
the automotive, electronic, electrical, aerospace and consumer-durable
industries.

CONTACT:  VANTICO
          Helmut Strametz, Chief Executive Officer
          Phone: +44 (0) 20 8814 7940
          Fax: +44 (0) 20 8814 7962
          E-mail: helmut.strametz@vantico.com

          Justin Court, Chief Financial Officer
          Phone: +44 (0) 20 8814 7940
          Fax: +44 (0) 20 8814 7950
          E-mail: justin.court@vantico.com

          CLOSE BROTHERS CORPORATE FINANCE
          Financial Adviser to Vantico
          Richard Grainger
          Phone: +44 (0) 20 7655 3100
          Fax: +44 (0) 20 7655 8906
          E-mail: richard.grainger@cbcf.com
          Jason Clarke
          Phone: +44 (0) 20 7655 3100
          Fax: +44 (0) 20 7655 8906
          E-mail: jason.clarke@cbcf.com


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


ROYAL KPN: Reports Further Improvement in Credit Rating
-------------------------------------------------------
Moody's Investors Service Ltd upgraded recently KPN's credit rating from
Baa2 to Baa1 with a stable outlook.  According to Moody's, the upgrade
factors KPN's managements continuing efforts to reduce financial risk as
well as the assumption that KPN will for the foreseeable future operate with
a relatively conservative balance sheet and continue to generate improved
levels of free cash flow.  The upgrade follows an earlier upgrade by Moody's
from Baa3 to Baa2 on April 10, 2003.

"We are pleased with another recognition of the positive prospects for KPN
and our successfully executed debt reduction strategy.  We expect to further
reduce our net debt position to approximately EUR10 billion in 2003," KPN
CFO Maarten Henderson said.


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P O L A N D
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BANK MILLENNIUM: Fitch Revises Support Rating to '3' from '4'
-------------------------------------------------------------
Fitch Ratings has changed the Support rating of Bank Millennium to '3' from
'4' to reflect the commitment of Banco Commercial Portugues (BCP, rated
'A+') towards its 50%-held Polish subsidiary.

With the help of its largest shareholder, BCP, Bank Millennium (BM, formerly
BIG Bank Gdanski) recently completed a large restructuring program intended
to rehabilitate the bank.  Staff numbers have been cut, risk management
procedures have been improved, additional capital has been injected and new
products have been launched.

However, overall profitability at Bank Millennium remains fragile, distorted
in 2001 and 2002 by large one-off items.  The negative macro-economic
situation in Poland is dampening the ability of banks to increase revenues
and loan loss provisioning has remained high.  Furthermore, classified loans
(substandard, doubtful and lost) continue to account for an increasingly
high portion of the bank's loan portfolio (24% at end March 2003).

Bank Millenium was the ninth largest bank in Poland by total assets at
end-2002. Although its origins go back to 1989, BIG Bank Gdanski was created
by the 1997 merger between Bank Gdanski (one of the regional banks spun off
from the National Bank of Poland) and Bank Inicjatyw Gospodarczych (a
privately owned corporate bank).  The Millennium brand, which was initially
a joint venture with BCP for retail clients, was extended to all clients at
the beginning of 2003.


BANK MILLENNIUM: Sets Extraordinary Shareholders Meeting July
-------------------------------------------------------------
The Management Board of Bank Millennium S.A. with its seat in Warsaw at ul.
Kopernika 36/40, is hereby informing all the Shareholders about the
convocation of the Extraordinary Shareholders Meeting, on the basis of Art.
399 (S) 1, in connection with Art. 398 and 400 (S) 1 of the Code of
Commercial Companies and (S) 8 of the Bank's Articles of Association --
which will take place on July 16, 2003 at 9:00 a.m. in Warsaw in the
Europejski Hotel at ul. Krakowskie Przedmiescie 13 in the Conference Room
named after Wladyslaw Reymont, with this agenda:

(a) Opening of the debates

(b) Information about the voting procedure

(c) Election of the Chairman of the Meeting

(d) Confirmation of the correct convening of the Meeting and its
    capacity to adopt resolutions

(e) Presentation of the agenda of the Meeting

(f) Election of the Voting Commission

(g) Determination of the number of the Bank's Supervisory Board
    members from 9 to 10

(h) Election of the new member of the Bank's Supervisory Board

(i) Closing of the debates

The Bank also wishes to announce that the Meeting can be attended by the
holders of registered shares recorded in the share register at least one
week before the Meeting and by holders of the shares to the bearer, provided
that at least one week before the Meeting they submit in the Bank's Head
Office in Warsaw at ul. Kopernika 36/40 (III floor, room No. 325, between
8:30 a.m. - 4:00 p.m.) registered deposit certificate specifying the number
of the shares held and the declaration that the shares shall be blocked on
the securities account until the end of the Meeting.

Pursuant to Art. 407 (S) 1 of the Code of Commercial Companies, the list of
Shareholders authorized to participate in the Meeting shall be laid out in
the Bank's Head Office in the venue and time indicated above for three
business days before the date of the Meeting.

The motions in the matters covered by the agenda shall be available in the
Bank's Head Office within the week preceding the Shareholders Meeting.  The
Shareholders may participate in the Meeting and exercise the right to vote
personally or through representatives acting on the basis of the power of
attorney in writing to participate in the Meeting.  Representatives of
corporate bodies shall posses the valid extract from appropriate court
registers, where persons authorized to represent such corporate bodies are
listed.


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


COMMERCIAL BANK: Fitch Assigns 'CCC+' Long-term Rating
------------------------------------------------------
Fitch Ratings has assigned these ratings to Commercial Bank Credittrust
(Credittrust): Long-term 'CCC+'; Short-term 'C'; Individual 'D/E'; and
Support '5T'.  The Outlook for the Long-term rating is Stable.

The ratings reflect the bank's adequate capitalization at present (end-2002:
Tier 1 capital ratio of 26.1%) and, to date, reasonable liquidity and asset
quality.  They also take into account Credittrust's improving maturity
funding profile, which has benefited during the past year from a
subordinated and a senior debt issue.  Additionally, in 1H03 the bank has
made progress in attracting some new customers on both sides of the balance
sheet.

However, Fitch comments that Credittrust is likely to see its capital
adequacy ratios fall, and that capital may prove insufficient to support the
future development of the bank's business if the planned balance sheet
growth and rise in risk-weighted assets are not matched by higher
profitability.

Profitability has, to date, been modest and largely dependent on potentially
volatile securities trading gains, exposing the bank to a high degree of
market risk and making diversification of revenue streams essential.  While
the agency notes that some progress has been made in developing net interest
income in 1H03, the banking environment remains very competitive and
Credittrust's franchise is relatively narrow.

Finally, the bank's track record of operating in its current form is short
and a new strategy is in the early stages of implementation, following the
relatively recent introduction of a new management team.

Credittrust is officially owned by six corporate shareholders, although
ultimate control of the bank is in the hands of a limited number of
individuals whose business interests cover a broad range of sectors (e.g.
trade, construction, marketing).  It was established in 1994 and ranks among
the top c.60 domestic banks by total assets.  Credittrust's main activities
currently include securities trading, customer lending, inter-bank
operations and deposit taking.  However, in 2001, the bank also embarked
upon a new strategy, as a result of which it is endeavoring to diversify its
business by developing lending to larger medium-sized corporates, as well as
trade finance and precious metals activities.


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


SAS GROUP: Moody's Lowers Credit Rating; Assigns Stable Outlook
---------------------------------------------------------------
Moody's Investor's Service has downgraded SAS' (Other OTC: SASDF) senior
implied rating from Ba1 to Ba3.  It, however, changed the outlook from
"negative" to "stable," citing the comprehensive improvement measures and
support among the trade unions for the measures, strong commitment and
follow-up in relation to the measures from management, increased
accountability and signs of improved passenger volumes.

The downgrade is based on the uncertain situation in the airline industry in
general as a result of low economic growth, which is affecting the demand
for air travel.  Moody's appreciates the SAS Group's new restructuring
measures for the achievement of sustainable profitability and
competitiveness.  However, a total valuation led to Moody's downgrade of
SAS' credit worthiness.  Several other airlines have also been downgraded
recently and the SAS Group's credit rating is at the same level as the
industry average.

The SAS Group is in a situation of favorable cash liquidity and good access
to unutilized committed lines of credit.  The changed credit rating does not
affect the SAS Group's existing loan portfolio.

CONTACT:  SAS GROUP
          Gunilla Berg
          Executive Vice President & Chief Financial Officer
          Phone: +46 8 797 5006

          Johan Torngren
          Vice President SAS Group Finance & Asset Mgt
          Phone: + 46 70 997 1707

          Sture Stoelen
          Head of SAS Group Investor relations
          Phone: + 46 8 797 1451


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


ABB LTD: U.S. Bankruptcy Court OKs Asbestos Settlement Plan
-----------------------------------------------------------
The much-anticipated ruling on ABB Limited's proposed US$1.2 billion
asbestos settlement in the U.S. is finally out.

Reuters, citing ABB trust appointee David Austern, said Delaware bankruptcy
Judge Judith Fitzgerald approved the settlement subject to additional
findings of fact with respect to two subsidiaries.

Dow Jones Newswires, in a separate report, said the judge's ruling on Monday
required the company to provide documents about its efforts to find people
who had claims only against ABB Lummus or Basic Inc. and what the company
did to get their votes for the plan.  If the company didn't do enough to
contact those creditors, Combustion Engineering should solicit votes from
those people before its plan can be approved, a copy of the ruling obtained
by Dow Jones said.

ABB's asbestos suit stems from its U.S. unit Combustion Engineering that
produced boilers that were insulated with the cancer-causing fiber.  More
than 100,000 people have sued ABB, claiming to have come in contact with
asbestos.  The unit filed for bankruptcy on February 17 with a
pre-negotiated reorganization plan to deal with millions of dollars in
asbestos-related personal injury claims.

Reuters said the settlement is seen as the most important part of CEO and
Chairman Juergen Dormann's efforts to restore the company to financial
health after it almost collapsed last year.  The company has been eager to
close the settlement in order to allay lingering fears about possible
spiraling liabilities.


ZURICH FINANCIAL: To Withdraw from Japan, Says Local Daily
----------------------------------------------------------
Zurich Financial Services plans to pull out operations in Japan, according
to Reuters citing a report from the Asahi Shimbun.  The casualty and life
insurance operations might be sold to American International Group Inc. for
over US$168.8 million.

Europe's No.3 insurer declined to comment on the report on Monday, Reuters
said.  Non-life unit Zurich Insurance Co. started operations in Japan in
1986.  It now accounts for the largest share of the mail-order car insurance
market, garnering a 30% share and some 170,000 policies.

The report came as the insurer tries to streamline business in an effort to
rebuild its financial base after losing a net US$3.4 billion in 2002 partly
because of the cost of reserve strengthening and charges for plunging equity
values.  To enhance profit, the company plans to limit cost by cutting 4,500
jobs and selling non-core assets.


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


BASE GROUP: Reviews Options for Football Biz as Losses Continue
---------------------------------------------------------------
Base Group plc, the AIM listed sports management and representation company,
announces preliminary results for the 14-month period ended February 28,
2003.

Key points (comparatives are for year ended December 31, 2001):

(a) Turnover of GBP1,532,000 (2001: GBP812,000)

(b) Operating loss of GBP583,000 before exceptional items and
    goodwill amortisation (2001: GBP753,000 loss)

(c) Loss for the period of GBP2,237,000 (2001: GBP1,088,000)

(d) No final dividend proposed (2001: nil)

(e) Cash position at period end: GBP1.0 million

(f) Strategic options being reviewed

Adrian Bradshaw, Chairman of Base Group commented: "The past year has seen a
continuing contraction within the football industry.  Its well-publicized
problems have affected the group's performance and although our football
business has moved forward within its sector, Base group is still loss
making.  As a result of this contraction, the Board is reviewing its options
in relation to the football division.

"We hope to develop by acquisition during the next twelve months in order to
provide shareholders with an opportunity to participate in a group with a
growing and profitable business at an interesting point in the economic
cycle."

To view full report and financials: http://bankrupt.com/misc/Base_Group.htm

CONTACT:  BASE GROUP PLC
          Adrian Bradshaw, Chairman

          BINNS & CO PR LTD.
          Emma McCaffrey, Paul Vann, Sam Allen
          Phone: 020 7786 9600

          Robin Aitken, Finance Director
          Phone:  020 7495 5524


BRITISH AIRWAYS: Poised to Reject Virgin's Offer for Concorde
-------------------------------------------------------------
British Airways Plc is expected to show it is intent on keeping its Concorde
fleet on the ground by rejecting an offer of GBP5 million (US$8.3 million)
from Richard Branson, chairman of Virgin Atlantic Airways Ltd.

"The aircraft are not for sale... We're clear that Concorde will not fly
commercially beyond 2003," British Airways spokeswoman Jo Devereux told
Bloomberg in a telephone interview.

After 27 years of commercial flight, British Airways will mothball the five
operational aircraft in October after realizing that it is too expensive to
keep the fleet on air.

Paul Moore, a spokesman for Branson's Virgin Atlantic, said British Airways
is afraid that with Concorde on the air, it will lose existing Concorde
passengers who might otherwise have chosen flying on other British Airways
aircraft.  In a separate interview, Mr. Branson's spokesman, Will Whitehorn,
said the billionaire plans to raise his offer to GBP1 million from GBP1 for
each operational Concorde this week.

Mr. Branson has already said that should British Airways reject his offer,
he will invite the carrier to form a charitable trust with Virgin Atlantic
that would keep Concorde flying.  He also promised to pitch in GBP1 million
from his own pocket into the venture.  Mr. Branson plans to offer Concorde
services in Barbados, Dubai and New York, and offer tickets on the Internet.

The fleet, which has flown in many world-renown figures, had suffered low
demand as downturn in economies discouraged air travel.  Ms. Devereux
refused to comment on Mr. Branson's alternative proposal.


BRITISH AIRWAYS: Moody's Confirms Ratings; Assigns Neg Outlook
--------------------------------------------------------------
Moody's Investors Service confirmed British Airways Senior Implied Rating at
Ba1, GBP100 million 10.875% senior unsecured notes due 2008 at Ba2, GBP250
million 7.25% senior unsecured notes due 2016 at Ba2, $115 million 5.25%
senior unsecured industrial revenue notes due 2032 at Ba2, and Euro 300
million 6.75% perpetual guaranteed non cum. preferred stock due 2004 at B1
(issued by British Airways Finance (Jersey) LP).

The rating agency says the action was taken in view of stabilizing business
trends, ongoing benefits expected from BA's future size and shape program
and the group's track record of effectively responding to competitive
pressures and securing its long-term positioning.

These positive points, however, are tainted with the airlines' continued
dependency on strong profits from premium traffic on North Atlantic routes,
the weakness in travel volumes and ongoing yield and fare pressure.

The outlook for the ratings is negative reflecting weak market trends and
uncertainties in the industry environment.  The rebound in travel volumes
and yields will largely depend on the general economic development,
particularly in the U.S., the rating agency said.

Harmondsworth-based British Airways had turnover of GBP7.7 billion and net
profit of GBP72 million for the fiscal year 2002/2003.


CORDIANT COMMUNICATIONS: WPP Offer Picked to Keep Clients
---------------------------------------------------------
[This article is an excerpt from the proposed offer of WPP, the full copy of
which may be viewed through this link:
http://bankrupt.com/misc/Proposed_Acquisition_of_Cordiant.htm]

The board of Cordiant has been carefully considering a range of strategic
alternatives since the end of April and, in the light of Cordiant's current
circumstances, believes that the Proposal provides the best outcome that is
capable of being achieved for Cordiant Shareholders.  In the opinion of
Cordiant's directors, the acquisition of Cordiant by WPP also provides the
best future for Cordiant's clients and staff.

No payment has been or will be made to the Former Lenders who have sold
their debt to WPP in respect of their entitlement to make-whole and certain
other payments which in aggregate total approximately GBP20 million.
Nevertheless, the Proposal offers Cordiant Shareholders an opportunity to
receive some value.

Background

Against a rapidly deteriorating industry background, Cordiant had to
renegotiate its financing arrangements in April 2002. During the course of
2002, in addition to the negative impact on revenues from the reduction in
global advertising spending, Cordiant lost two of its largest US clients,
Hyundai and Wendy's.

Significant management action was taken to restructure the Cordiant Group,
and to reduce costs substantially, in order to create a structure better
suited to the difficult market conditions.  However, despite achieving some
important new business wins in the final quarter of 2002, the Group has
suffered further loss of clients in 2003.

In February 2003, Cordiant was obliged to re-open discussions with its
Lenders to renegotiate its financial covenants.  At that point the Cordiant
board announced a program of non-core disposals to reduce debt.  Cordiant
expected to agree new financing terms with the Lenders during the spring and
intended thereafter to raise new equity to establish a firm financial
footing for the business.

By the end of April 2003 Cordiant was well advanced in agreeing new
financing terms with its Lenders.  At this time Cordiant was notified that
Allied Domecq, the second largest of its global clients, was terminating its
contract with Cordiant with effect from October 2003.  This will have a
substantial impact on operating profit from 2004 onwards.  Cordiant
immediately re-entered into discussions with its Lenders to secure new short
term financing and to determine a new plan to address its longer term
financing needs.

The quality of Cordiant's work continues to be regarded highly. However, the
overriding concerns of many clients have been Cordiant's financial condition
and whether it can retain the critical mass required to service their
businesses in the future.  As a result of these concerns, several of
Cordiant's major clients have made known their clear preference that
Cordiant should align with a strong industry partner.

Strategic review

Since the end of April 2003, the Cordiant board has been reviewing a range
of strategic alternatives, including the issue of new equity, a debt for
equity swap, further asset disposals and the sale of the entire business.
This review has concluded that, in light of the increasing difficulty in
winning new business and retaining revenue from existing clients and of the
views of Cordiant's Lenders and leading clients, the best interests of
Cordiant are likely to be served through a combination with a major industry
player.  In the absence of such a transaction, the directors of Cordiant
believe that it would become even more difficult to retain Cordiant's
clients and staff.  The uncertain revenue outlook, and the requirement for
the continued support of its Lenders, led the board of Cordiant to the view
that there was insufficient certainty of achieving an acceptable return to
shareholders to justify seeking to raise the large amount of new equity
capital that would have been required to rectify Cordiant's financial
position.

As a result, discussions have taken place with all of the major agency
groups and others.  It has become clear that no prospective purchaser would
be willing to assume the full level of secured debt, including entitlements
to make-whole and other payments, within the Cordiant Group, leaving the
prospect that
Cordiant Shareholders would have received no payment at all. Nevertheless
the board of Cordiant has achieved an outcome that provides some value to
shareholders.

Conclusions and recommendation of the Cordiant board

Cordiant has many excellent businesses and employees, producing highly
regarded work for its clients.  There is a strong fit between Cordiant's and
WPP's client bases and the board of Cordiant believes that Cordiant will
have a sound future under the ownership of WPP.

In the light of Cordiant's current circumstances and of the factors
mentioned in this announcement, the board of Cordiant, which has been so
advised by UBS Investment Bank, considers the terms of the Proposal to be
fair and reasonable.  In providing advice to the directors of Cordiant, UBS
Investment Bank has taken into account the Cordiant directors' commercial
assessments.

The directors of Cordiant believe that the implementation of the Scheme is
in the best interests of Cordiant Shareholders as a whole and unanimously
recommend Cordiant Shareholders to vote in favor of the resolutions to
implement the Scheme to be proposed at the Court Meeting and the Cordiant
EGM, as they have irrevocably undertaken to do in respect of their aggregate
beneficial holdings amounting to 656,294 Cordiant Shares.

The Cordiant Group is currently able to pay its debts as they fall due.
Should Cordiant Shareholders not approve the Scheme or the Scheme not become
effective for other reasons, Cordiant would remain dependent on the
continued support of its Lenders. If such support is withdrawn, and if
additional sources of financing are not made available to Cordiant, it is
likely that an administrator or administrative receiver would be appointed
in respect of Cordiant.  In these circumstances, Cordiant Shareholders would
be highly unlikely to receive any value for their shares.


CORDIANT COMMUNICATIONS: To Issue New Share After WPP Takeover
--------------------------------------------------------------
[This article is an excerpt from the proposed offer of WPP, the full copy of
which may be viewed through this link:
http://bankrupt.com/misc/Proposed_Acquisition_of_Cordiant.htm]

Under the Proposal, which will be subject to the conditions and further
terms set out in Appendix I and in the Scheme Document, WPP will acquire the
entire issued share capital of Cordiant. Cordiant Shareholders will, in
consideration, receive New WPP Shares on the following basis: one New WPP
Share for every 205 Cordiant Shares

Based on the closing mid market price of 491 pence per WPP Share on 18 June
2003, the Proposal values the entire issued share capital of Cordiant at
approximately GBP10.0 million and each Cordiant Share at approximately 2.4
pence.

Where fractional entitlements to New WPP Shares arise from the
implementation of the Scheme, these will be aggregated and sold and the
proceeds paid to the Cordiant Shareholders entitled thereto.

The New WPP Shares issued pursuant to the Scheme will be issued credited as
fully paid and will rank pari passu in all respects with the existing WPP
Shares, including the right to receive and retain in full future dividends
and other distributions (if any) declared, made or paid after the date of
this announcement, save for the final dividend in respect of the year ended
31 December 2002 of 3.67 pence per WPP Share payable on 7 July 2003 to WPP
Shareholders appearing on the WPP register of members as at 6 June 2003.

The implementation of the Scheme will be subject to the conditions set out
in Appendix I, including:

(a) The approval of the Scheme by Cordiant Shareholders at a
    meeting to be convened by direction of the Court;

(b) The approval of a resolution to amend Cordiant's Articles of
    Association in connection with the implementation of the
    Scheme being passed at an extraordinary general meeting of
    Cordiant;

(c) The sanction of the Scheme by the Court; and

(d) The delisting of Cordiant's Shares.

The approval required at the Court Meeting is a majority in number
representing at least 75% by value of those Cordiant Shareholders voting at
the meeting.

The Scheme Document relating to the Proposal will be sent to Cordiant
Shareholders as soon as practicable. The Scheme Document will explain the
terms of the Scheme and contain notices of the Cordiant shareholder meetings
required to approve the Scheme.

Once the necessary approvals from Cordiant Shareholders have been obtained
at the Court Meeting and at the Cordiant EGM to be held in connection with
the Scheme and the other conditions have been satisfied, or waived, the
Scheme will become effective upon the delivery to the Registrar of Companies
of a copy of the order of the Court sanctioning the Scheme.  This is
expected to occur in early August 2003.

If the Scheme does not become effective on or before 31 August 2003, or such
later date as WPP and Cordiant may agree and the Court may permit, it shall
not thereafter be capable of becoming effective.


FAUPEL TRADING: Forecasts Return to Profit this Year
----------------------------------------------------
Faupel Trading Group plc, which imports quality textile goods mainly from
China for sale to leading retailers and wholesalers, has announced
preliminary results for the year ended March 31, 2003.

Key Points:

(a) Pre-tax loss of GBP875,000 (2002: loss GBP2,200,000),
    including GBP377,000 of one-off, non-recurring items.
    Operating loss GBP527,000 (2002: loss GBP1,619,000);

(b) Bank debt, less cash, reduced by GBP959,000;

(c) Stock reduced by GBP855,000;

(d) Loss per share 5.6p (2002: loss per share 17.1p).

(e) The Board is not recommending a final dividend and no
    interim dividend was paid in the year (2002: 0.0p).

Commenting on the results David Newbigging, Chairman, said: "The general
business environment remains tough, particularly for small and medium sized
businesses, but our balance sheet is sound and we now have a leaner
structure.  Following the changes outlined in the Chairman's Statement, we
are hopeful of returning to profitability in the forthcoming year."

To view full report and financials:
http://bankrupt.com/misc/Faupel_Trading.htm

CONTACT:  FAUPEL TRADING GROUP PLC
          Laurence Mead, Chief Executive
          Phone: 020 8339 3100
          James McClean, Finance Director

          Buchanan Communications Ltd
          Phone: 020 7466 5000
          Tim Thompson/Catherine Miles


HAMLEYS PLC: Independent Directors Deny Receiving Other Offers
--------------------------------------------------------------
The committee of independent directors of Hamleys notes the recent press
announcement made by ING Bank N.V., London Branch on behalf of Children's
Stores Holdings Limited.

The Independent Directors confirm that prior to Friday's announcement they
have had no contact with Children's Stores Holdings Limited since the
announcement of the recommended cash offer made by Soldier Limited on
Tuesday 17 June 2003 to acquire the entire issued and to be issued ordinary
share capital of Hamleys.

The Independent Directors further confirm that they have not received any
proposal since 17 March 2003 (the start of the offer period) at a price
higher than the Offer announced on 17 June 2003.  In the absence of any
alternative proposal, the Independent Directors will continue to recommend
the Offer, but would consider any proposals received in the light of their
fiduciary duties to act in the best interest of shareholders.

If necessary, a further announcement will be made in due course.

The Independent Directors of Hamleys accept responsibility for the
information contained in this announcement.  To the best of the knowledge
and belief of the directors of Hamleys (who have taken all reasonable care
to ensure that such is the case), the information contained in this
announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.

Close Brothers Corporate Finance Limited which is regulated by The
Securities and Futures Authority Limited in the United Kingdom, is acting
for Hamleys and no one else in connection with this matter and will not be
responsible to anyone other than Hamleys for providing the protections
afforded to customers of Close Brothers Corporate Finance Limited nor for
providing advice in relation to this matter.

CONTACT:  HAMLEYS PLC
          Simon Burke
          Phone: 0207 479 7316
          Executive Chairman

          Close Brothers Corporate Finance Limited
          Richard Grainger
          Phone: 0207 655 3100
          Christopher Lewey

          Brunswick Group Ltd
          Rebecca Blackwood
          Phone: 020 7404 5959
          Melissa McVeigh


LE MERIDIEN: Lehman Brothers Wants Firm Under Administration
------------------------------------------------------------
Lehman Brothers, the largest holder of mezzanine debt in Le Meridien, wants
to put the up-market hotel chain under administration, according to the
Financial Times.

The report says Lehman is willing to put up GBP60 million (US$99.8 million)
of funding for the hotel operator on condition that lenders and creditors
agree on a "pre-pack" plan preceding Le Meridien's administration.  This
plan includes a proposal for lenders to freeze, if not write down, the
interest rate payments on Le Meridien's debt.  The amount of writedowns
lenders will be required are not yet specified, the report said.

Le Meridien's fate is expected to be known at the end of the week, the
deadline set by bankers for the management to come up with a viable plan
that would convince them to approve a GBP20 million rental payment that
comes due at the end of the month.


LONGBRIDGE INTERNATIONAL: Chairman Says Net Debt Halve in 2002
--------------------------------------------------------------
Longbridge International released this statement of Chairman Frank Varela
along with the financial results for the year to December 31, 2002:

"I am pleased to be able to report a substantial improvement in the
Company's performance for 2002.  During the course of the year we undertook
a successful reorganization of the Group structure and made great strides in
reducing the cost base and creating a platform from which we can build
during 2003.  We cut our net debt in half and were cash positive throughout
the year. I am, however, disappointed that, although after tax losses were
reduced from GBP4,325,358 (2001) to GBP339,801 (2002), we were unable to
deliver a profit.  Therefore, we will not be paying a dividend in respect of
the 2002-year (2001: nil).  Part of the reorganization was to remove or
scale down non-core activities of the Group in order to refocus on our
strengths and maximize resources moving forward into 2003.  This exercise
included commencing the winding up of Top Pay, Peachell and Longbridge
International Asia subsequent to the year end.  These subsidiaries
contributed GBP487,000 of the total group losses for 2002, and their closure
will remove significant debt from the Group, and result in excess of
GBP250,000 being returned to net funds on the balance sheet in 2003.  Market
conditions for recruitment have been testing, to say the least, and the past
year has provided little or no visibility for future prospects. However, the
changes we have implemented have made the Company leaner, fitter and
hungrier.  In hindsight, making a loss for the first time in the Company's
history has forced us to go back to basics.  The 'order book' is currently
looking healthy and showing encouraging signs for the future, although, I
say that with caution, as after all, these are still uncertain times.

"Our core business, law, continues to go from strength to strength.  I
believe we are the leading specialist in legal search with the significant
amount of repeat work adding credence to this assertion. Banking and
financial services have had a torrid time, but we believe they will bounce
back. Our consulting division, which specialises in coaching, mentoring,
development and performance management, is showing steady progress, as is
our legal publishing and information business, which trades under the banner
of 'In Brief'.

"The operational management team has been revamped during 2002 and, as a
result of this, I am pleased to welcome Bruce Page, who joined the main
Board in May 2003 as Finance and Operations Director.

"During the course of 2002 we underwent a successful capital reorganization.
We have also expanded our shareholder base with subscriptions for new shares
by Liontrust as well as a number of new private investors.  More recently,
we have announced a GBP2 million- equity line of credit with Cornell
Capital, based in New York.  This provides the Company with a facility to
draw down up to GBP2 million as and when required subject to certain
conditions; and should help with future growth.

"Our shareholders have been magnificent: - loyal, supportive and always
encouraging. I would like to thank you all.

"Our staff has had to dig deep in the past couple of years and have had to
make the most of very difficult economic conditions. My gratitude to all of
you, together we will build a successful future for all of us.

"We look forward to the rest of 2003. The first quarter was slow, as we
would have expected, but on target, although it has to be said our budgets
for 2003 are conservative and revenue is incremental throughout the year.
We are seeing some increase in activity and we do have a good order book but
it is still difficult to see too far ahead. It is still a challenging
environment, but one in which we move forward with optimism in order to
return to profit and real growth for shareholders, real improvement for our
clients and real job satisfaction and career prospects for our loyal and
committed employees."

To See Financial Statements:
http://bankrupt.com/misc/Longbridge_International.htm


MCLEOD RUSSEL: Chair Tells Investors -- Expect Poor 2003 Results
----------------------------------------------------------------
McLeod Russel Holdings PLC announced its interim results for the six months
ended March 31, 2003.

Main points:

(a) Group operating loss* of GBP0.9 million (2002: profit*
    GBP1.5 million) against difficult trading conditions
    reflecting decline in UK and export markets and major
    contract deferrals from German healthcare and Cudd Bentley
    customers.

(b) Implementation of an extensive cost reduction and
    rationalization program at a cost of GBP2.5 million this
    financial year.

(c) Sales levels from core clean air and liquid filtration
    operations maintained at GBP33 million with solid
    performances from Vokes, Sweden and Switzerland.

(d) Number of parties have expressed interest in principle in
    making an offer for the Group and have been sent an
    Information Memoranda

[*] Before goodwill amortization and exceptional items

James Leek, Chairman, commented: "This has been a very difficult period for
McLeod Russel.  Clearly the Group's financial performance for the year will
be poor, especially after taking into account exceptional and restructuring
costs.  Traditionally our second half trading is seasonally stronger and we
should begin to see some initial benefit from the cost reductions.  We are
convinced that the resolute action we have taken has positioned the Group to
reflect current sales levels and to take advantage of any upturn in the
markets in which we operate."

To See Financial Statements:
http://bankrupt.com/misc/McLeod_Russel.htm

CONTACT:  MCLEOD RUSSEL HOLDINGS PLC
          Phone: 01235 536677
          Ian Hazlehurst, Chief Executive
           Richard Cotton, Finance Director


NETWORK RAIL: Reveals Bidders for 5-year Track Renewal Contracts
----------------------------------------------------------------
Network Rail has named GrantRail as one of the preferred bidders for a
series of five-year track renewal contracts for the rail infrastructure.

Gren Edwards, Managing Director of GrantRail said: "We are delighted with
this news, which is a major part of our strategic growth plan. It allows us
to plan better for the future to deliver an excellent service and value to
our leading customer, Network Rail."

The multi-million pound contracts represent a key element of Network Rail's
cost reduction strategy and will deliver significant improvements in value
for money.  In addition, the contracts are an integral part of Network Rail'
s drive to improve the condition of its assets and catch up on the backlog
of track renewals resulting from years of under investment.

The 11 geographically based contracts have a combined value estimated at
GBP500 million a year.  The contracts will incorporate new methods of
working to ensure more efficient delivery of renewals through improved
specification, optimizing of job lengths, better utilization of track access
and resources, competitive pricing and benchmarking unit rates for
standardized work types.

Network Rail Chief Executive John Armitt said: "The award of these contracts
is a significant step toward our goal of reducing and controlling costs,
whilst delivering a safe and efficient railway.  Renewals work and reducing
the average age of the assets is fundamental to improving the tolerance of a
fragile network following years of under investment."

Final contract award is subject to successful negotiations of detailed
contract terms and conditions. The preferred bidders are:

(a) Plain Line Track Renewals

Network Rail Region
Preferred Bidder

Scotland
First Engineering

North West
First Engineering

London North Eastern
Jarvis

Midlands
Grant Rail & Carillion

Great Western
AmeySECO

Anglia
Balfour Beatty

Southern
Grant Rail & Balfour Beatty

(b) Switch & Crossing Installation Contracts

Network Rail Region
Preferred Bidders

Scotland / London North Eastern / Anglia
Balfour Beatty & Jarvis

Midlands / North West
Carillion & Grant Rail

Great Western
Carillion & Jarvis

Southern
Balfour Beatty & Grant Rail


PNC TELECOM: Numerica Experts Appointed Administrators
------------------------------------------------------
The Board of PNC Telecom confirms that its application to the High Court for
an administration order over PNC Telecom was successful and that Christopher
Laughton and Jonathan Birch of Numerica have been appointed joint
administrators of PNC Telecom.

In the Board's opinion, the making of the order is in the best interests of
all stakeholders within the business.

The Company has requested that the suspension of trading in the Company's
ordinary shares on AIM should continue until completion of the
administration.

It is hoped that the Company will emerge successfully from the
administration, at which point it is expected that trading would recommence
on AIM.

CONTACT:  SEYMOUR PIERCE LIMITED
          Phone: 020 7107 8000
          Jonathan Wright


SOMERFIELD PLC: Wants Sainsbury-targeted Outlets Identified
-----------------------------------------------------------
Somerfield is seeking to extract from the fair trading office the details of
the plan by which J Sainsbury would like to execute its proposed acquisition
of the supermarket operator's 171 stores.

The directors of the company have written to the office of fair trading
requesting it to identify the location of the outlets J Sainsbury indicated
it has interest in buying, but did not inform the group of, The Guardian
reports.

Sainsbury filed a merger notice with the office of fair trading two weeks
ago stating its intention to buy a selected 171 outlets after Somerfield
rejected an offer for the supermarket chain from entrepreneurs John Lovering
and Robert Mackenzie.

It had earlier indicated it would like to buy certain assets from the
would-be bidders.  But the failure of the negotiations leading to the
acquisition means the potential buyers could not approach Somerfield with a
new offer within six months, unless a third party comes in with an
alternative offer.  In anticipation of the bidders being admitted again in
the talks after six months, Sainsbury had filed the notice seeking
regulatory clearance for a possible transaction in the future.

Sainsbury's filing included the locations of the stores, which Somerfield
has been kept at the dark of.  The apparent miscommunication is thought to
have its roots earlier when Somerfield named Sainsbury as part of the
Lovering/Mackenzie deal.

The group has made it publicly known that its stores are not for sale,
although sources close to the company have admitted the possibility that
some outlets might be sold if the right offer comes along.  Somerfield has
some 1,300 outlets under its own name and the Kwik-Save fascia.

Sainsbury said most of the stores it wants are convenience stores of around
6,000 sq ft., according to the report.  It also said that 156 of the 171 it
wants are less than 15,000 sq ft., and that it would be likely to re-brand
them as Sainsburys Locals.


TRINITY MIRROR: Mulls Disposal of Northern Ireland Affiliates
-------------------------------------------------------------
Newspaper publisher Trinity Mirror is evaluating the possibility of selling
its regional newspapers in Northern Ireland to turn the firm around and
revive sales in both national and regional newspapers.

CEO Aly Bailey, who arrived in February, is executing a strategic review at
Trinity Mirror and the proposed deal could make up the first phase of the
much-sought reorganization of the publisher.  Senior executives have
reportedly approached leading publishing groups such as Gannett of the US --
which recently bought the newspaper titles of Scottish Media Group -- and
Johnston Press, regarding a possible deal.

The titles currently under consideration are the Protestant Belfast
Newsletter and the Derry Journal group, which industrial analysts value at
between GBP30 million and GBP40 million.


                            *********


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.  Larri-Nil Veloso, Ma. Cristina Canson, and Laedevee
Gonzales, Editors.

Copyright 2003.  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
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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
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the term of the initial subscription or balance thereof are US$25 each. For
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