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/raid1/www/Hosts/bankrupt/TCREUR_Public/031006.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Monday, October 6, 2003, Vol. 4, No. 197 Headlines F R A N C E BUFFALO GRILL: Court Junks Manslaughter Case Against Executives SUEZ SA: Water Treatment Unit Wins EUR24 Million Contract SUEZ SA: Sells Codenet Belgian Fiber Optic to Telenet VIVENDI UNIVERSAL: NBC Ups Cash Offer to US$4 Billion G E R M A N Y BAYER AG: Bares Plan to Sell EUR600 Million- Plasma Business EUROBIKE AG: Dr. Biner Bahr Appointed Insolvency Administrator HEIDELBERGCEMENT AG: Ratings Unaffected by Plan to Buy RMC Unit HBV GROUP: Ratings Retained Even After Cutting Ties with 5 Units INTERTAINMENT AG: Hearing of Franchise Pictures Case Next Year MG TECHNOLOGIES: Sells Chemical Unit to Focus on Engineering Biz MG TECHNOLOGIES: Places EUR3 Billion Price Tag on Dynamit Nobel MG TECHNOLIGIES: Klaus Moll to Replace Lehnen in Executive Board MUNICH RE: Sells 25% Hypo Real Stake to Undisclosed Buyer I R E L A N D BOMBARDIER SHORTS: Union Willing to Negotiate to Avert Strike I T A L Y FIAT SPA: Finalizes Sale of Aerospace Activities to Avio Holding N E T H E R L A N D S KONINKLIJKE AHOLD: Goodwill, Asset Impairments Drive Losses Up NUMICO N.V.: Sells Indian Operations to Local Consortium N O R W A Y PETROLEUM GEO-SERVICES: Hearing on Debtor's Plan Set October 21 S W E D E N LM ERICSSON: Extends Revolving Credit Facility Through 2007 S W I T Z E R L A N D CENTERPULSE LTD.: 'BB' Ratings Withdrawn Following Takeover U N I T E D K I N G D O M APPLEDORE SHIPYARD: Seeks Buyer Who Can Save Pension Schemes CALEDONIA INVESTMENTS: Cayzer Trust Rejects Call for Liquidation CALEDONIA INVESTMENT: Cayzer Family Raps Outcome of EGM CHRISTIAN SALVESEN: Restructuring to Take Effect in Second Half EZD LIMITED: Meeting Over Administration Order Set October 16 MARCONI CORPORATION: Diageo Executive to Join Firm this Month MARLOW & COMPANY: Howarth Timber Group Seals Acquisition NETWORK RAIL: To Axe 15% of Management Staff Within Weeks ROYAL & SUNALLIANCE: Outlook Unaffected by Ruling on U.S. Case ROYAL & SUNALLIANCE: Names John Tighe New President and CEO SCOTTISH WIDOWS: Loses Another High Ranking Fund Manager TRINITY MIRROR: Shortens List of Bidders for Irish Titles WATERFORD WEDGWOOD: Creditor Banks Urge Firm to Issue Junk Bonds WESTON ANTENNAS: Creditors to Hold Meeting October 13 ********* =========== F R A N C E =========== BUFFALO GRILL: Court Junks Manslaughter Case Against Executives --------------------------------------------------------------- France's highest criminal court, Cour de Cassation, has cleared four Buffalo Grill executives from charges of manslaughter due to lack of evidence, BBC News said. While it was proven that the victims were regular customers at the steakhouse, the prosecution failed to adduce evidence that the fatalities contracted the human form of mad cow disease from the establishment, the court said. This ruling, however, only dispenses of the charge of manslaughter and does not include the other charges of endangering lives and fraud over the origin and quality of the meat sold in the steakhouse. Still the company believes the ruling is significant. "The investigation is not over but the gravest accusation has been annulled," the lawyer of the four executives said. The company is accused of violating the ban on U.K. beef at the height of the mad cow disease. According to BBC News, the victims became ill in 1996 and 2000, but because the incubation period of the disease is around five years, the victims were presumed to have contracted the disease even before the ban was effected in 1996. Since authorities launched an investigation in December 2002, the company has lost 40% of its customers. Shares also slipped 90% and traded just above EUR1 in December. SUEZ SA: Water Treatment Unit Wins EUR24 Million Contract --------------------------------------------------------- Degremont has been awarded the design-build contract for a new drinking water production plant in Curacao, in order to desalinate seawater. The contract is worth EUR24 million. Designed to supply local populations with drinking water, this new facility, with a daily capacity of 18,000 m3, will function by means of reverse osmosis. The customer, Aqualectra, produces and supplies both water and power to the entire island. With more than 75 years of experience under its belt in the desalination field, Aqualectra owns several similar plants. The new plant will be designed with an open intake structure, a bio-filtration stage, cartridge filters and two reverse osmosis stages. A pH adjustment has been selected to enable boron removal. Boron is an element present in water that affects the quality of water for human consumption and irrigation needs. Effectively, on Aqualectra's request, the plant will supply treated water presenting a boron concentration of 0.3 ppm, a rate well below standards in force, including those in Europe (< 1 ppm). The plant will be constructed in 15 and a half months, a short period of time considering the size of the plant. This latest success confirms Degremont's leadership and technical expertise in seawater desalination by means of reverse osmosis, as illustrated by recent contracts such as those of Carboneras (44 million m3/ year) and Bahia de Palma in Spain (25 million m3/year), along with the reverse osmosis desalination plant in Fujairah (United Arab Emirates) which has been up-and-running and supplying the expected daily capacity of 170 million m3 of water since June of this year. Degremont is SUEZ Environnement's (SUEZ) water treatment plant specialist: drinking water production plants, desalination plants, wastewater treatment plants and sludge treatment facilities. Degremont employs more than 3,200 people in over 70 countries and in 2002, generated a turnover of 968 million euros. SUEZ Environment, a division of SUEZ, provides equipment and services that protect the environment and deliver the essentials of life. Its activities include drinking water production and distribution, wastewater collection and treatment, and waste treatment and recovery. Through its three international brands, Ondeo (water), Degremont (water treatment plant specialist) and SITA (solid waste management), SUEZ Environment employs over 97,000 people worldwide and in 2002, generated a turnover of EUR12.9 billion. ***** Suez SA was able to rapidly reduce its net debt to EUR20.3 billion at the end of June 2003, down from EUR26 billion at year-end 2002. Its current divestments are expected to further trim down debts to EUR17 billion by year's end. Standard & Poor's says Suez's operating performance during first-half 2003 has been satisfactory, with cost-cutting measures and organic growth of 5% for its core utility businesses stabilizing EBITDA levels on a constant group basis and on constant exchange rates. But it warned that despite these improvements, the company's free cash flow generation after dividends may remain negative until at least 2005. This will remain a credit concern. SUEZ SA: Sells Codenet Belgian Fiber Optic to Telenet ----------------------------------------------------- SUEZ signed Thursday a memorandum of understanding with Telenet to sell its 100% participation in Codenet the national fiber optic network in Belgium. Following the signing of a memorandum of understanding for the sale of Coditel, first Belgium cable provider, September 19, 2003, SUEZ is pursuing: the sale of all its Communication assets, and its strategy of concentrating on the Energy and Environment businesses. The sales of Coditel and Codenet, subject to various customary conditions precedent, will have a positive exceptional impact in SUEZ accounts that will be recorded for the second semester of 2003. Codenet provide integrated data communication and telephone services for companies and organizations in Belgium and Luxemburg. In 2002, Codenet, with a staff of more than 100 people, generated annual revenues of EUR33.7 million. SUEZ, a worldwide industrial and services Group, active in sustainable development, provides companies, municipalities, and individuals innovative solutions in Energy -- electricity and gas -- and the Environment -- water and waste services. In 2002, SUEZ generated revenues of EUR40.218 billion (excluding energy trading). SUEZ is listed on the Euronext Paris, Euronext Brussels, Luxembourg, Zurich and New York Stock Exchanges. VIVENDI UNIVERSAL: NBC Ups Cash Offer to US$4 Billion ----------------------------------------------------- The US$3.8 billion cash element of the proposed merger of Vivendi Universal Entertainment with NBC has been raised, according to the Financial Times. Sources privy to the deal said the increase will value Vivendi's shares in General Electric -- the parent of NBC -- "just over EUR4 billion (US$4.6 billion)" or 5% more than the initial deal announced on September 2. Vivendi Universal and NBC reportedly finalized the cash increase last Thursday. Under the proposed agreement, shareholders in Vivendi Universal Entertainment will receive a 20% stake in the new group, with the remainder held by GE/NBC. The combined group is currently valued at US$14 billion. Vivendi Universal Entertainment shareholders were originally allotted US$3.8 billion of cash from the issue of GE stock. Vivendi stands to get almost US$3.3 billion, while other shareholders, including media entrepreneur Barry Diller and his InterActiveCorp company, would receive the remainder. One New York-based official involved in the negotiations said, "there could be a couple of hundred million more for Vivendi. But it may not be material." Vivendi, NBC and GE declined to comment, according to the report. ============= G E R M A N Y ============= BAYER AG: Bares Plan to Sell EUR600 Million- Plasma Business ------------------------------------------------------------ Bayer AG announced Thursday it will divest its plasma business, which is part of the Biological Products (BP) division. The Kogenate(R) line of products and hemophilia franchise is not included as part of this initiative. Bayer BP division will continue to pursue new technologies and maintain reliable supplies of safe products. "Our technology expertise, exciting product line, demonstrated safety expertise, and product pipeline will allow us to continue to provide reliable, high-quality products and services to extend and improve patients' lives," said Dr. Gunnar Riemann, President, Bayer Biological Products. "Our deep pipeline of new products, together with our solid market presence with Prolastin for alpha-1 antitrypsin deficiency and Gamunex and Gamimune N for immune disorders, allows us to work from a position of strength as we pursue this process." The plasma business recorded sales of EUR679 million in 2002; sales in the first half of 2003 reached EUR293 million. The unit, which is headquartered in Research Triangle Park, North Carolina, United States, employs around 1,350 people, the vast majority of them in the U.S. The range of biological products derived from blood plasma includes drugs such as Polyglobin(R)/Gamimune(R) for the treatment of immunodeficiency disorders and Prolastin for the therapy of congenital pulmonary emphysema. In August 2003, Bayer was granted marketing authorization in the U.S. for Gamunex(R), a next-generation intravenous immunoglobulin that had also received regulatory approval in Canada shortly, beforehand. This new drug from Bayer Biological Products is the first immunoglobulin in the past ten years to be developed completely from scratch. Gamunex(R) is manufactured in a new, state-of-the-art facility in Clayton, North Carolina. CONTACT: BAYER AG Investor Relations contacts Dr. Alexander Rosar Phone: +49-214-30-81013 Dr. Juergen Beunink Phone: +49-214-30-65742 Peter Dahlhoff Phone: +49-214-30-33022 Judith Nestmann Phone: +49-214-30-66836 EUROBIKE AG: Dr. Biner Bahr Appointed Insolvency Administrator -------------------------------------------------------------- The Dusseldorf Local Court on Thursday initiated insolvency proceedings against the assets of the operating subsidiaries of Eurobike AG, Dusseldorf (ISIN DE 000 570 66 00, DE 000 540 8843). The subsidiaries thereby affected are Hein Gericke-Holding GmbH, Hein Gericke Vertriebs GmbH and Paul A. Boy GmbH. The preliminary insolvency administrator, Dr. Biner Bahr, has been appointed as insolvency administrator. The business operations will continue. The insolvency administrator has commenced negotiations with several investors. The company therefore assumes that the business operations will soon be taken over by a well-funded investor. The process of preliminary insolvency administration for EUROBIKE AG has not yet been completed. ***** In June, TCR-Europe reported that two of the banks that promised to recapitalize Eurobike AG have terminated their commitment to provide EUR30 million in funding. The banks are among the European financial institutions that pledged to contribute around EUR139 million of credit facilities. Eurobike holds investments in companies selling motorbike clothing and accessories. Its brands include POLO, Hein Gericke and GoTo Helmstudio. Subsidiary, Intersport Fashions West, operates in the U.S. market. It is responsible for the design and distribution of Hein Gericke and First Gear, as well as for the design of the Harley-Davidson clothing line. CONTACT: EUROBIKE AG Camilla Lowenberg Reisholzer Werfstr. 76 40589 Dusseldorf Phone: +49 (0) 211 9898 774 HEIDELBERGCEMENT AG: Ratings Unaffected by Plan to Buy RMC Unit --------------------------------------------------------------- Standard & Poor's Ratings Services said its ratings and outlook on HeidelbergCement AG (BB+/Negative/B) are not affected by news that it is in initial negotiations with U.K.-based RMC Group PLC to buy parts of the latter's German operations. However, to maintain the current ratings, any large acquisitions would have to be financed through equity or additional asset disposals, as the possible positive effects of the acquisition on HeidelbergCement's performance would most likely not be immediate. Standard & Poor's expects HeidelbergCement to improve its financial profile and return to credit measurement levels appropriate for the rating category. Over the cycle, the ratio of funds from operations to adjusted net debt should average about 20% to sustain the ratings. HBV GROUP: Ratings Retained Even After Cutting Ties with 5 Units ---------------------------------------------------------------- Standard & Poor's Ratings Services said the spin-off of five subsidiaries of Germany-based Bayerische Hypo- und Vereinsbank AG (HVB; A-/Negative/A-2) will not affect the ratings or outlook on HVB in the short term. Despite the legal separation, which became effective on Sept. 29, 2003, HVB will continue to have substantial business ties to its former subsidiaries: (a) HVB will provide a limited guarantee of up to EUR590 million until year-end 2004 to cover potential credit losses of HVB Real Estate Bank AG (HVB REB; BBB/Negative/A-3); (b) HVB will be responsible for HVB REB under a letter of comfort in favor of the deposit protection scheme until year-end 2005; (c) HVB will provide long- and short-term liquidity lines to HVB REB, which will progressively decline until 2009; and (d) HVB will continue to refinance the international real estate loans that have been transferred to Hypo Real Estate Bank Intl (formerly HVB Bank Ireland; A-/Negative/A-2) and will provide the bank with liquidity lines. Over time, Standard & Poor's expects that these business ties will loosen progressively as the subsidiaries successfully establish themselves in the markets. Furthermore, Standard & Poor's expects that HVB's direct exposure to wholesale domestic real estate lending due to its retained loan book of about EUR26 billion will shrink in the medium term, as HVB no longer considers this business strategically important. "Standard & Poor's acknowledges the progress of HVB's restructuring process and expects further steps as HVB continues to be challenged to improve its capital levels, asset quality, and profitability in order to maintain the current ratings on HVB," said Standard & Poor's credit analyst Stefan Best. INTERTAINMENT AG: Hearing of Franchise Pictures Case Next Year -------------------------------------------------------------- The judge at the U.S. District Court of California has set April 20, 2004 as the start of the main hearing in the legal dispute between Intertainment GmbH and Franchise Pictures. Originally the main hearing was scheduled to start on August 5, 2003. The court confirmed this date in the middle of June and granted a total of 16 trial days; but one month later it postponed this date because of a criminal trial that took precedence over civil proceedings. In the communication informing the parties of the postponement, the judge requested that they agree on a date for the start of the trial in March, April, May or August 2004. Intertainment had submitted an application for the trial to be scheduled this year, but this has been superseded by the announcement of the new trial date. Intertainment and Franchise Pictures have been in legal dispute since December 2000 as a result of fraudulently inflated budgets. Intertainment Licensing GmbH, a wholly owned subsidiary of Intertainment AG, is claiming compensation for damages amounting to at least US$100 million. ***** Intertainment AG blamed the negative effects of the fraud perpetrated on it by film supplier Franchise Pictures in 2000 for its continued loss. Despite significantly improved activities in fiscal year 2002, Intertainment posted a net consolidated loss of EUR16.1 million for the year. The net consolidated loss for the previous year was EUR86.8 million. MG TECHNOLOGIES: Sells Chemicals Biz to Focus on Engineering ------------------------------------------------------------ The Executive Board of mg technologies ag, a leading global technology group until now focused on two core businesses in engineering and chemicals, has announced a major corporate repositioning following a meeting of its Supervisory Board. Acting upon the recommendations of a full strategic review which was initiated in June this year, the Executive Board, under the direction of CEO Udo G. Stark, will immediately start implementing these measures: (a) The positioning of mg technologies ag as a company committed to engineering, specializing in process technology and components, with an especially strong position as a supplier to the food, pharmaceuticals and petrochemical industries. At the core will be GEA AG, which ranks as a global leader in these markets. (b) A strengthening of the balance sheet, based on the divestment of the group's chemicals businesses comprised of Dynamit Nobel AG and solvadis ag, to provide the new mg technologies ag with a sound basis for future expansion via organic growth and acquisitions. (c) A streamlining of industrial plant engineering with the companies Lurgi, Lurgi Lentjes and Zimmer to return all of the industrial plant engineering activities rapidly to profitability. This will necessitate a reduction in total capacity. Break-even levels will in particular be lowered at Lurgi Lentjes and Lurgi. (d) The generation of cost-savings through a realignment of the group's current corporate structure with the new strategy. For the current fiscal year, mg technologies ag will report one-time effects as well as holding and other costs still incurred in 2003 that will result in a pre-tax loss of approximately EUR150-170 million. mg technologies ag is convinced that a clear focus on process technology and components offers the best conditions for sustainable profitable growth. MG TECHNOLOGIES: Places EUR3 Billion Price Tag on Dynamit Nobel --------------------------------------------------------------- German group MG Technologies is divesting the part of its specialist chemicals division Dynamit Nobel, whose profits have been hit by problems in defense technology activities, negative currency movements and start-up losses. The division reported an 8% fall in sales to EUR596 million in the second quarter to June 30. The Financial Times said the sale of the division follows the strategic review of the group's twin-pillar chemicals and engineering structure, which was designed to strengthen MG Technologies' weak balance sheet and create "sufficient financial leeway" to enable the Frankfurt-based group to take advantage of selected growth opportunities. The plan to reposition its business follows the company's announcement of a EUR21 million (US$23 million) pre-tax loss in the second quarter of 2003. Moody's said the company is suffering from a deterioration of operating performance and a weak cash flow, subsequently placing its long-term debt ratings on review for possible downgrade. Citing unnamed sources, Financial Times said MG would consider selling the five business units controlled by Dynamit Nobel separately if no bidder emerged for the whole business. The five are Custom Synthesis; Plastics; High-Performance Ceramics; Specialty Chemicals and Pigment Chemicals. Lazard and Dresdner Kleinwort Wasserstein will handle the sale of Dynamit Nobel, which could fetch MG up to EUR3 billion (US$3.5 billion). MG TECHNOLIGIES: Klaus Moll to Replace Lehnen in Executive Board ---------------------------------------------------------------- The Supervisory Board of mg technologies ag in Frankfurt has appointed Dipl.-Ing. Klaus Moll (54) to the Executive Board of mg. He will assume responsibility for the Industrial Plant Engineering division. Dr. Lehnen (59) has left the company by mutual agreement with the Supervisory Board. At its meeting on October 2, the Supervisory Board consented to the early termination of Dr. Lehnen's tenure on the Executive Board. Mr. Moll, who hails from the Black Forest in southwest Germany, is currently CEO of Demag Cranes & Components and was CEO of Barmag AG in Remscheid from 1999 to 2002 and a member of the Executive Board of Agiv AG in Frankfurt in 1999. He also has experience in the mg Group from his previous role as a member of the Executive Board of Lurgi AG in Frankfurt and as CEO of Lentjes AG in Dusseldorf between 1997 and 1999. "As an established expert in the field of mechanical and plant engineering, Klaus Moll represents a major gain for mg and will considerably strengthen the management team during the implementation of the new corporate strategy", stated Dr. Jurgen Heraeus, Chairman of the Supervisory Board of mg technologies ag. ***** Moody's Investors Service placed MG Technologies' long- term debt ratings on review for possible downgrade because of the deterioration of its operating performance and weak cash flow generation over the past quarters. The group reported a pre-tax loss of EUR21 million (US$23 million) for the second quarter of 2003. It does not expect improvements in the second-half. MUNICH RE: Sells 25% Hypo Real Stake to Undisclosed Buyer --------------------------------------------------------- Prior to the first stock exchange listing of Hypo Real Estate Holding AG shares, the Munich Re Group has sold its 25.7% stake. The transaction was managed by investment bank Goldman Sachs. The parties have agreed to maintain secrecy regarding the exact price, but it is within the range most recently estimated as a fair price per share (EUR10 to EUR15) in the market. Dr. Heiner Hasford, member of Munich Re's Board of Management said: "We are reducing our investment in the banking sector and removing uncertainty in the market with this sale. This transaction has no effect on our cooperation with HVB." The stake in Hypo Real Estate Holding AG came about when Hypo Vereinsbank AG hived off its business in the area of commercial real estate financing. Munich Re had always made it clear that its investment in Hypo Real Estate Holding AG was purely financial with no strategic character. Munich, 2 October 2003 Munich Reinsurance Company Board of Management ***** Munich Re's capital position significantly deteriorated last year after the banking sector absorbed heavy economic blows. The company holds a 26% stake in HVB. Badly hit by the downturn on world stock markets, it received sharp 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. ============= I R E L A N D ============= BOMBARDIER SHORTS: Union Willing to Negotiate to Avert Strike ------------------------------------------------------------- Union members at Bombardier Shorts are still open to negotiations with management despite their support for a strike action. Last week, Amicus -- the largest trade union in the Belfast-based company, making up 3,500 of the plant's 5,500 workforce -- narrowly voted for strike actions to protest the redundancies and the introduction of an afternoon shift that pays smaller premium than a night shift. But a senior shop steward said "in the midst of all this we would still welcome further discussions with the company to avoid going down the industrial action route," according to Ireland Online. A spokesman for the company shares the same belief with a view to protecting jobs and competitiveness. He regretted the vote and expressed worry on the implication of the decision to customers. Bombardier plans to make 1,180 redundancies to mitigate the effects of falling orders following the September 11 attacks and the global economic downturn. ========= I T A L Y ========= FIAT SPA: Finalizes Sale of Aerospace Activities to Avio Holding ---------------------------------------------------------------- In execution of the contract signed on July 1, 2003 between the Fiat Group and Avio Holding S.p.A. (a company 70% owned by The Carlyle Group and 30% by Finmeccanica), the sale of the aerospace activities of FiatAvio S.p.A., which were previously transferred to Avio S.p.A., has been finalized upon transfer of the entire capital of the latter company to Avio Holding. The final price was confirmed on the basis of the aggregate enterprise value attributed to Avio S.p.A equal to EUR1,500 million, with a net gain of about EUR700 million. ***** Avio, which prior to the operation was 100% controlled by Fiat (under the name FiatAvio), produces aero-engine components for commercial and military aircraft and helicopters; systems used in power generation and for maritime propulsion and equipment for space propulsion. Avio also provides maintenance, repair and overhaul (MR&O) services for both military and civil aircraft engines. Fiat previously said the imminent sale of Toro Assicurazioni SpA (BBBpi/--/--) and of unrated FiatAvio SpA will reduce Fiat's ongoing earnings and cash flow generating ability. The operating loss of Fiat for the quarter totaled EUR342 million compared with EUR299 million in the first three months of 2002, after the bottom line benefited from higher gains (about EUR50 million) earned on the sale of real estate assets, especially by Toro Assicurazioni. ===================== N E T H E R L A N D S ===================== KONINKLIJKE AHOLD: Goodwill, Asset Impairments Drive Losses Up -------------------------------------------------------------- Koninklijke Ahold released these 2002 financial highlights recently: (a) Net loss for 2002 of EUR1,208 million (b) Operating income for 2002 of EUR2,145 million before impairment and amortization of goodwill and exceptional loss related to Argentina (c) Net loss after preferred dividends per common share for 2002 of EUR1.34 (d) Net cash from operating activities for 2002 of EUR2,486 million (e) Net loss under U.S. GAAP expected to be significantly higher, primarily as a result of additional goodwill impairment of approximately EUR3.2 billion (unaudited), of which approximately EUR2.7 billion relates to U.S. Foodservice (f) Net sales for 2002 of EUR62,683 million (g) Joint ventures deconsolidated and accounted for using equity accounting method (h) Comparable financial information restated for 2001 and 2000 (i) Remedial actions taken in 2003: internal controls and corporate governance strengthened Ahold published Thursday its audited consolidated 2002 financial statements. Commenting on the announcement, Ahold President & CEO Anders Moberg said: "The publication of these results is a major milestone that draws a line under recent events and enables us to move forward." Ahold also announced that the audited 2002 financial statements were delivered to its syndicate of banks as required under its EUR2.65 billion-credit facility negotiated in March 2003. As a result, Ahold has access to the unsecured tranche of US$915 million. "Based on our current cashflow projections, we believe that we will not need access to the unsecured tranche," Hannu Ryopponen, Chief Financial Officer said. The findings of forensic and other internal investigations initiated by the company in 2003 required Ahold to restate its consolidated financial statements for 2001 and 2000. These restatements of prior years arose primarily from overstatements of vendor allowance income at U.S. Foodservice and the deconsolidation of joint ventures. The 2002 financial statements reflect all material correcting adjustments that have been identified as a follow-up to the various investigations and the audit by independent auditors Deloitte & Touche. Net income for 2001 and 2000 has been restated resulting in a reduction in the amount of EUR363 million and EUR196 million, respectively, of which 59% and 53%, respectively, related to improper accounting for vendor allowances. Correcting adjustments have also been made in the 2002 financial statements. A summary of accounting issues under Dutch GAAP is outlined later on in this release. Net sales were reduced by EUR12,380 million and EUR10,709 million for 2001 and 2000, respectively, mainly as a result of the deconsolidation of joint ventures and some other smaller adjustments. Commenting on the 2002 results, Mr. Moberg said: "The underlying performance of our operating companies in the aggregate was good in a year of increased competition and a weak economy. We have some very solid operations and strong brands. However, in many ways, it's been a lost year, difficult and negative. With 2002 now behind us, it's time to move forward and rebuild value for our customers and our shareholders," he stated. Copies of the 2002 consolidated financial statements are available on the company's website at http://www.ahold.com. These financial statements do not completely fulfill the statutory filing requirements pursuant to The Netherlands Civil Code because an annual directors' report and parent company financial statements are not included. In that respect they precede a complete statutory annual report for Dutch law and an annual report on Form 20-F to be filed with the United States Securities and Exchange Commission in order to satisfy the current information needs of our stakeholders. Highlights of the 2002 results Set forth are highlights of the results for 2002, 2001 and 2000. The results for 2001 and 2000 have been restated to reflect the correction of accounting irregularities and errors announced on February 24, 2003 and those found through the subsequent forensic investigations and external and internal audits. The increase in net sales in 2002 was largely attributable to acquisitions, primarily those of Alliant, acquired in November 2001, and Bruno's, acquired in December 2001. In addition, the results of Ahold's subsidiaries Disco and Santa Isabel in South America were consolidated in the course of 2002. The increase in net sales excluding currency impact was 20.8%. Operating income in 2002 amounted to EUR239 million, a decrease of 87.5% compared to 2001. The decrease was primarily caused by EUR1,287 million of impairment of goodwill and intangible assets, including EUR898 million related to Ahold's operations in Spain, EUR199 million related to the Argentine and Chilean operations, EUR129 million related to Bruno's in the U.S. and EUR54 million related to the Brazilian operations. The decrease was also caused by a EUR372 million exceptional loss on related party default guarantee recorded in 2002 with respect to debt defaults by Velox Retail Holding, Ahold's joint venture partner in Disco Ahold International Holdings N.V. Operating income in 2002 also was adversely affected by a lower U.S. Dollar/EURexchange rate. Operating income before impairment and amortization of goodwill and exceptional loss in 2002 amounted to EUR2,145 million, an increase of 4.0% compared to 2001. See table below and the supplemental disclosures to the statements of operations for a reconciliation of this non-GAAP measure. The net loss incurred in 2002 was primarily caused by impairment of goodwill and other intangible assets of in total EUR1,287 million, goodwill and intangible asset amortization of EUR433 million and an exceptional loss on related party default guarantee of EUR372 million. Net sales increased in 2002 compared to 2001 both organically and as a result of the acquisition of Bruno's that took effect in December 2001. Comparable and identical U.S. retail sales growth totaled 1.6% and 0.9%, respectively (2001: 3.1% and 2.6%). Operating income before impairment and amortization of goodwill increased in 2002 compared to 2001 as a result of strong operating performance at Stop & Shop, Giant-Landover and Giant-Carlisle. The increase in net sales in 2002 compared to 2001 was due to the acquisition of Alliant in November 2001. Operating income before impairment and amortization of goodwill in 2002 included a US$28 million gain relating to excess reserve reversals, and in 2001 included a US$94 million loss relating to restructuring charges at Alliant. Operating income before impairment and amortization of goodwill as a percentage of net sales for 2002 was 1.7% and, as restated, 0.9% in 2001, a significant decline from the originally reported number for U.S. Foodservice for 2001, reflecting the substantial accounting adjustments related to U.S. Foodservice. Identical sales growth at Albert Heijn was 4.5%. Within Other Europe, Schuitema's net sales increased by 4.5%. In Central Europe and Spain, the net sales increase was mainly attributed to store expansion. In line with the sales growth, Albert Heijn improved its operating income before impairment and amortization of goodwill in 2002 by 6.9%. In Other Europe, the operating income before impairment and amortization of goodwill dropped from EUR110 million to EUR32 million, mainly due to the impairment of fixed assets in Other Europe and less favorable business performance in Spain due to integration challenges and start-up costs for newly-opened stores. Net sales at Europe Foodservice declined slightly and operating income before impairment and amortization of goodwill declined as a result of increased pension costs. Net sales in 2002 versus 2001 increased mainly due to the consolidation of Disco and Santa Isabel in the course of 2002. In Brazil, sales in local currency were higher mainly due to the acquisition of G. Barbosa in January 2002. The operating loss before impairment and amortization of goodwill and exceptional loss in 2002 was primarily caused by the consolidation of Disco and Santa Isabel. Difficult trading circumstances impacted operating income before impairment and amortization of goodwill in Brazil in 2002, which was below 2001 levels in local currency. Impairment and amortization of goodwill and intangible assets Mainly as a result of the deteriorating economic conditions in Spain, Argentina and the Southeastern United States, goodwill impairment charges of in total EUR1,281 million were recorded in 2002 (2001: EUR0 million). Impairment charges relating to intangible assets amounted to EUR6 million. Goodwill amortization in 2002 amounted to EUR253 million (2001: EUR152 million). The increase is largely caused by the acquisition of Bruno's and Alliant. Amortization of other intangible assets amounted to EUR180 million (2001: EUR104 million). Exceptional loss on related party default guarantee An exceptional loss was incurred of EUR372 million in 2002 relating to the fact that the purchase price of the additional shares in Disco Ahold International Holdings in July 2002 exceeded the fair value of the shares acquired by EUR363 million and a loan to Velox of EUR5 million had to be written off. Interest expense in 2002 increased to EUR1,003 million (2001: EUR921 million), primarily caused by the new debt assumed or incurred in connection with acquisitions and an increase in cash dividends paid. This was partly offset by a favorable currency impact, especially of the U.S. Dollar. Share in income (loss) of joint ventures and equity investments The share in income (loss) of joint ventures and equity investments in 2002 amounted to a net loss of EUR38 million compared to a net loss of EUR192 million in 2001. Cash flow statement Net cash from operating activities in 2002 amounted to EUR2,486 million (2001: EUR1,961 million). Changes in working capital improved compared to the prior year, resulting in a cash inflow of EUR107 million compared to a cash outflow of EUR166 million in fiscal 2001. Investments in tangible fixed and intangible assets in 2002 amounted to EUR2,160 million (2001: EUR2,459 million). Divestments of tangible fixed and intangible assets amounted to EUR590 million (2001: EUR1,134 million), in both years mainly related to sale and leaseback transactions in the U.S. and Europe. The cash outflow related to acquisitions of consolidated subsidiaries of EUR977 million was primarily for the purchase of the remaining shares in Disco Ahold International Holdings. Shareholders' equity Shareholders' equity, expressed as a percentage of the balance sheet total, was 10.5% (at year-end 2001: 19.2%). Shareholders' equity at December 29, 2002, was EUR2,609 million. Long-term financial lease commitments amounted to EUR2,224 million. U.S. GAAP reconciliation The Annual Report on Form 20-F that will be filed with the U.S. Securities and Exchange Commission will contain a U.S. GAAP reconciliation of net income and shareholders' equity, which is in the process of being audited. The current unavailability of U.S. GAAP figures has no impact on Ahold's credit agreement, which required that it delivers, audited consolidated financial statements under Dutch GAAP. Under U.S. GAAP, the net loss for 2002 will be significantly higher. In particular, goodwill impairment charges related to the adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets ("SFAS 142") on December 31, 2001, will contribute to a higher net loss under U.S. GAAP. This primarily will be caused by an additional goodwill impairment charge of approximately EUR3.2 billion (unaudited), of which EUR2.7 billion relates to U.S. Foodservice. Next steps On September 4, 2003, President & CEO Anders Moberg announced the most important principles of Ahold's strategy going forward. Ahold is now focusing on two key strategic operating priorities: its leading food retail formats in the United States and Europe, and restoring the value of U.S. Foodservice. More details on the new Ahold strategy, together with the company's view on its future financing, are expected to be announced mid-October. Definitions (a) Identical sales compare sales from exactly the same stores. (b) Comparable sales are identical sales plus sales from replacement stores. (c) Currency impact is the impact of using different exchange rates to translate the financial figures of our subsidiaries to Euros. Where specifically indicated, the financial figures of the previous year are adjusted using the current year exchange rates. Summary of restatements of and reclassifications to the consolidated financial position and results for 2001 and 2000 under Dutch GAAP The internal investigations resulted in significant restatements of the 2001 and 2000 comparable financial information. These investigations also revealed the necessity to strengthen Ahold's internal controls, resulting in a company-wide process being led by a special task force. Among other changes introduced, Ahold's Internal Audit function will now report directly to the CEO and the Audit Committee. The effect of the restatements on net income for 2001 and 2000 is set forth in the table below. Restatements of EUR45 million relating to periods prior to 2000 were recorded in opening retained earnings as of January 1, 2000. Vendor allowances: The internal investigations uncovered significant accounting irregularities and errors in relation to vendor allowances over the past three years, mainly at U.S. Foodservice. The correcting adjustments had a negative effect on Ahold's net income of EUR215 million for 2001 and EUR103 million for 2000. Deconsolidation of joint ventures: Ahold has deconsolidated joint ventures where it concluded the company did not have effective control, being ICA, Jeronimo Martins Retail, DAIH, Paiz Ahold and Bompreco. Ahold has changed to the equity method for these ventures for the relevant periods using the equity method. This change reduced consolidated net sales by EUR12.2 billion for 2001 and EUR10.6 billion for 2000. Restatements of restructuring provisions of deconsolidated joint ventures had a negative effect on net income of EUR5 million for 2001 and EUR10 million for 2000. Acquisition accounting: Ahold has made downward fair value adjustments to real estate acquired in connection with the acquisition of its 50% interest in ICA in April 2000 and of Superdiplo in December 2000. This produced corresponding effects on goodwill, amortization and gains on asset sales and resulted in a negative effect on net income of EUR36 million for 2001 and EUR8 million for 2000. Reserves, allowances and provisions: Ahold made changes where entries were inadequately documented, producing a negative impact on net income of EUR33 million in 2001 and EUR38 million in 2000. Real estate transactions: Ahold has corrected the accounting treatment on 46 leveraged lease transactions that took place in 2001. The net gain from 39 transactions now has been recognized in income at the transaction date instead of being deferred over the remaining lease terms ranging from 20-25 years, while seven lease transactions have been reclassified from operational to financial leases that must be capitalized. These changes have a positive effect on net income for 2001 of EUR2 million and a negative effect of EUR26 million for 2000. Other accounting issues in 2002 Put option: Put options held by ICA's joint venture partners are disclosed in Ahold's 2002 financial statements as a contingent liability under Dutch GAAP. In the event that these options are exercised, Ahold expects that it would have to pay at least an amount of EUR1.3 billion for all of the ICA shares held by the ICA partners. Impairment of goodwill and tangible fixed assets: Mainly as a result of the deteriorating economic conditions in Spain, Argentina and the Southeastern United States, goodwill impairment charges of in total EUR1,281 million were recorded in 2002. Furthermore, tangible fixed asset impairment of EUR137 million was recorded in 2002. Vendor invoices: Various matters raised by the U.S. Foodservice (USF) investigation were further reviewed to determine their impact, if any, on Ahold's financial statements. One such matter relates to certain USF vendor invoicing practices. These practices resulted in overbillings by various USF local branches to various vendors with respect to vendor allowances of approximately US$5 million in 2002, US$7 million in 2001, US$6 million in 2000 and US$13 million in 1999 and prior periods. Ahold has recorded an accrual to cover any refunds that Ahold or USF expects to be required to pay to vendors for these overbillings, and has restated its financial statements for 2001 and 2000 with respect to these overbillings. Other billing practices also were identified at USF that could result in other potential overbilling claims by vendors in an amount totaling approximately US$60 million. Ahold believes that USF may have defenses to this category of claims. Accordingly, no liability has been accrued for this amount. Ahold is implementing measures designed to prevent improper and questionable vendor invoicing practices. Additionally, a further review will be done to determine other appropriate actions to be taken, including personnel changes. Certain employees at various USF branches have been suspended and final decisions regarding their employment status will be made once the investigation is completed. To view full report: http://bankrupt.com/misc/Royal_Ahold_Financial_Report.pdf CONTACT: ROYAL AHOLD N.V. P.O. Box 3050 1500 HB Zaandam Netherlands Phone: +31 (0)75 659 57 20 Fax: +31 (0)75 659 83 02 NUMICO N.V.: Sells Indian Operations to Local Consortium -------------------------------------------------------- Royal Numico N.V. has reached agreement on the sale of Nutricia India Ltd. to a consortium of four Indian companies for an undisclosed amount. The consortium is headed by Mirage Impex Pvt. Ltd. headquartered in Mumbai (India). This divestment is in line with Numico's strategic objective to become a high-growth, high-margin specialized nutrition company. Nutricia India contributed negatively to EBIDTA in the first half of 2003. Nutricia India Ltd. is a low-margin start-up dairy and baby food operation, comprising of a production facility in Etah, a head office in Bombay and several sales units in various regions in India. The transaction is subject to approval by the Reserve Bank of India and is expected to be completed in the fourth quarter of 2003. Royal Numico is a leader in specialised nutrition, including baby food, clinical nutrition and GNC (nutritional supplements). The company operates in over 100 countries and employs approximately 26,500 people. CONTACT: ROYAL NUMICO N.V. Corporate Communications Phone: +31 79 353 9931 Investor Relations Phone: +31 79 353 9003 =========== N O R W A Y =========== PETROLEUM GEO-SERVICES: Hearing on Debtor's Plan Set October 21 --------------------------------------------------------------- UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Chapter 11 Case Case No. 03-14786 (BRL) In re: PETROLEUM GEP-SERVICES ASA, Debtor N0TICE OF HEARING TO CONSIDER CONFIRMATION OF DEBTOR'S PLAN OF REORGANIZATION AND FIXING TIME FOR FILING ACCEPTANCES OR REJECTIONS THERETO TO: ALL HOLDERS OF CLAIMS AGAINST AND INTERESTS IN THE ABOVE-CAPTIONED DEBTOR AND DEBTOR IN POSSESSION: Please take notice that the United States Bankruptcy Court for the Southern District of New York has entered an order, dated September 10, 2003, approving the Disclosure Statement for First Amended Plan of Reorganization for Petroleum Geo-Services ASA, the above-captioned debtor and debtor in possession, dated as of September 10, 2003, as containing, pursuant to section 1127 of title 11 of the United States Code, adequate information to enable those creditors and interest holders of the Debtor entitled to vote to make an informed judgment about the First Amended Plan of Reorganization for Petroleum Geo-Services ASA, dated as of September 10, 2003. Please take further notice that a hearing will be held before the Honorable Burton R. Lifland, United States Bankruptcy Judge, at the United States Bankruptcy Court for the Southern District of New York, Alexander Hamilton United States Custom House, One Bowling Green, New York, New York 10004-1408 in Room 623, on October 21, 2003 at 10:00 a.m. or as soon thereafter as counsel can be heard to consider the entry of an order containing the Plan. Please take further notice that responses and objections, if any, to the confirmation of the Plan or any of the other relief sought by the Debtor in connection with confirmation of the Plan, must (a) be in writing, (b) state with particularity the grounds therefore and identify the section or sections of the Plan to which the objection relates, (c) include language for amending the plan to resolve the objection, if appropriate, and (d) be field with t he Court (with a copy to chambers) and served in a manner so as to be received on or before October 14, 2003 at 4:00 p.m. (prevailing New York time) by: (i) counsel to the Debtor, Wilkie Farr and Gallagher LLP, 787 Seventh Avenue, New York, New York 10019-6099, Attn: Matthew A. Feldman, Esq. and Paul V. Shalhoub, Esq.; and (ii) Petroleum Geo-Services ASA, PS House, P.O. Box 89, N- 1325 Lysaker, Norway, Attn: Stale Gjengset; (iii) proposed counsel to the Creditors' Committee, Bingham McCutchen LLP, One State Street, Hartford, Connecticut 06103, Attn: Anthony J. Smits, Esq.; and (iv) the Office of the United States Trustee, 33 Whitehall Street, 21st Floor, New York, New York 10004, Attn: Brian Masumoto, Esq. Please take further notice that if any objection to confirmation of the plan is not timely filed and served strictly as prescribed herein. The objecting party shall be barred from objecting to confirmation of the plan and shall not be heard at the confirmation hearing. Please Take Further Notice that the Plan end Disclosure Statement are on file with the Clerk of the Court and may be examined by interested parties (a) at the office of the Clerk at the United States Bankruptcy Court for the Southern District of New York, Alexander Hamilton United States Custom House, One Bowling Green, New York, New York during regular business hours, or (b) by visiting http://ww.nysb.uscourts.gov,the Internet website of the United Rates Bankruptcy Court for the Southern District of New York (a PACER password is required). Parties in interest also may request from Bankruptcy Services LLC a copy, at cost, of the Plan and Disclosure Statement by contacting Angharad Bowdler at telephone number (646) 282-2500. Copies of tire Disclosure Statement and Plan also have been posted on the Debtor's website at http://www.pgs.com. Please take further notice that with respect to classes 4 and 5, October 14, 2003 at 12:00 noon (prevailing New York time) is fixed as the deadline for voting and for ballots to be received for accepting or rejecting the plan. Ballots shall be filed by the holders of claims against the debtor with the debtor's balloting agent, Bankruptcy Services LLC. Please take further notice that if you believe you are the holder of a claim in either class 4 or class 5 under the plan and entitled to vote to accept or receive the plan, but did not receive a ballot, please contact Bankruptcy Services LLC, 757 Third Avenue, 3rd Floor, New York, New York 10017, Attn: Angharad Bowdler, telephone (646) 282-2500. Please take further notice that in lieu of receiving a ballot, all holders of class 7 existing ordinary shares of the debtor will be entitled to vote at an extraordinary general meeting of shareholders to take place on October 16, 2003 at 16:00 (prevailing Oslo time) in Oslo, Norway in accordance with the order establishing voting procedures and approving forms of ballots dated September 10, 2003. Please take further notice that the Confirmation Hearing may be adjourned by the Debtor from time to time without further notice to creditors or parties in interest other than by an announcement in the Court of such adjournment on the dare scheduled for the Confirmation Hearing. CONTACT: WILLKIE FARR & GALLAGHER LLP Attorney for Debtor and Debtor in Possession 787 Seventh Avenue New York, New York 10019 (212) 728-8000 =========== S W E D E N =========== LM ERICSSON: Extends Revolving Credit Facility Through 2007 ----------------------------------------------------------- Ericsson has signed a US$1 billion revolving credit facility with its core banks. The new agreement matures in 2007, thus securing Ericsson's needs for this type of facility for the next several years. Telefonaktiebolaget LM Ericsson signed a US$1 billion revolving credit facility with its core relationship banks. The new facility will replace the existing facility of US$1 billion, which matures in September 2004. The new facility, maturing in September 2007, will take effect on the maturity of the existing facility, and is structured as a forward start agreement (FSA). The FSA was coordinated by ABN AMRO, Citigroup, Nordea and SEB Merchant Banking. The following institutions have also joined the facility; BNP Paribas, Credit Agricole Indosuez, Deutsche Bank, Goldman Sachs Credit Partners L.P., HSBC, JPMorgan, Morgan Stanley, Svenska Handelsbanken and Swedbank. Ericsson is shaping the future of Mobile and Broadband Internet communications through its continuous technology leadership. Providing innovative solutions in more than 140 countries, Ericsson is helping to create the most powerful communication companies in the world. Read more at http://www.ericsson.com/press CONTACT: LM ERICSSON Lotta Lundin, Investor Relations Phone: +46 8 719 0000 E-mail: lotta.lundin@ericsson.com ===================== S W I T Z E R L A N D ===================== CENTERPULSE LTD.: 'BB' Ratings Withdrawn Following Takeover ----------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'BB' long-term corporate credit ratings on Centerpulse Ltd. and its 'BB' bank loan rating on related entity, Centerpulse Orthopedics Inc. This follows the completion of the US$3.2 billion acquisition of Centerpulse by U.S.-based Zimmer Holdings Inc. (BBB/Stable/--), a leading orthopedic implant manufacturer. Subsequently, all outstanding debt at Centerpulse was repaid. ***** Centerpulse's subsidiaries develop, produce, and distribute medical implants and biological materials for orthopedic, spinal and dental markets worldwide. The product array includes artificial joints, dental implants, spinal implants and instrumentation. =========================== U N I T E D K I N G D O M =========================== APPLEDORE SHIPYARD: Seeks Buyer Who Can Save Pension Schemes ------------------------------------------------------------ More than 500 workers at Appledore shipbuilders risk losing their jobs and much of their pensions after the shipyard closed this week for lack of orders, according to the Telegraph. The oldest commercial shipbuilders in the country, which went into receivership due to GBP2 million losses in the first half, is currently seeking a buyer who will take over the two pension schemes of the company. If an investor could not be found for the 400-year old operation, it is likely that employees would not be given all their dues. Rumors are rife the shipyard's 550 staff stand to get only 20pc of their pensions. Gary Cook, the secretary of the joint shop stewards' committee at the yard and a pension trustee, had previously assured the company's main final salary pension fund was secure. "As of the last valuation, the fund is over 100pc of the minimum funding requirements laid down by the Government. Along with most other companies, the management has made reduced contributions for nine or 10 years but has not done anything wrong. If I could say they had been milking the fund I would, but that is not the case," Mr. Cook said. "We are taking a very positive view of the future and are confident a buyer will be found and the fund can continue without further problems," he said. There are currently three parties negotiating with receiver Tenon Recovery regarding the takeover of the yard. One is reportedly willing to continue the pension fund and other benefits of staff at Appledore as part of its offer. CALEDONIA INVESTMENTS: Cayzer Trust Rejects Call for Liquidation ---------------------------------------------------------------- The board of Caledonia has been advised that, at an extraordinary general meeting of Cayzer Trust (a 37.7% shareholder in Caledonia) held Thursday, the resolution to endorse the decision of the Cayzer Trust board to reject the proposals for the liquidation of Cayzer Trust and Caledonia put forward by two vehicles chaired by Sir John Craven was passed by a majority of 72.9% of the total votes cast. The votes cast represented 97.7% of the total votes eligible for the meeting. The proposals for Caledonia and Cayzer Trust are interconditional and, therefore, the above rejection by Cayzer Trust means that the proposals for Caledonia cannot be implemented. CONTACT: CALEDONIA INVESTMENTS PLC Phone: +44 (0)20 7802 8080 Tim Ingram, Chief Executive COLLEGE HILL Phone: +44 (0)20 7457 2020 Alex Sandberg Tony Friend CALEDONIA INVESTMENT: Cayzer Family Raps Outcome of EGM ------------------------------------------------------- The boards of Cayzer Continuation Limited and Caledonia Realisation Limited note the results of the EGM that was held Thursday. The handful of individuals that control Cayzer Trust Company Limited have achieved a hollow victory that has resolved nothing. The legitimate interests of a significant group of Cayzer Trust Company Limited shareholders and a significant proportion of Caledonia's institutional shareholders (who together represent approximately 29% of the underlying value) have been ignored. The board of Cayzer Trust Company Limited should not be satisfied with this situation, nor should the board of Caledonia Investments plc when approximately 38% of the Free Float(1) have stated they believe the status quo is not an option. Caledonia Continuation Limited and Caledonia Realisation Limited remain convinced that the Proposals, or alternative proposals which have as their primary purpose the same objectives, would have provided the best opportunity for shareholders in both Caledonia and Cayzer Trust Company Limited to maximize value. We have continually said that we are happy to work with Cayzer Trust Company Limited and Caledonia to draw up alternative proposals to satisfy all parties, including the institutional shareholders. The handful of individuals that control Cayzer Trust Company Limited should recognize their responsibilities and duties to all shareholders. Accordingly, whilst mindful of the guidelines set out in the agreed announcement made by the Panel on Takeovers and Mergers on October 1, 2003, Caledonia Continuation Limited and Caledonia Realisation Limited intend to continue assisting the Cayzer Rotherwick Group (and those other shareholders of Caledonia who share their views) in exercising all of their rights as shareholders to seek to persuade the remaining shareholders of Cayzer Trust Company Limited and Caledonia that change is inevitable. Deutsche Bank AG London, which is regulated by the Financial Services Authority for the conduct of designated investment business in the U.K., is acting for Caledonia Continuation Limited and Caledonia Realisation Limited and no one else in connection with the Proposals and will not be responsible to anyone other than Caledonia Continuation Limited and Caledonia Realisation Limited for providing the protections afforded to clients of Deutsche Bank nor for providing advice in connection with the Proposals or any other transaction or arrangement referred to herein. Expressions defined in the announcement by Caledonia Continuation Limited and Caledonia Realisation Limited made on September 5, 2003 bear the same meaning when used in this announcement. This announcement does not constitute a firm intention to make an offer under The City Code on Takeovers and Mergers (The City Code) or an invitation to purchase any securities. (1) Defined as the total number of issued ordinary shares in Caledonia not owned by Cayzer Trust Company Limited or members of the Cayzer family and related entities (other than the Cayzer-Rotherwick Group) CONTACT: CALEDONIAREALISATION LIMITED Sir John Craven Phone: 020 7409 5649 CAYZER CONTINUATION LIMITED Anthony Cardew CardewChancery Phone: 020 7930 0777 DEUTSCHE BANK Phil Brown, Corporate Advisory Phone: 020 7545 8000 James Agnew, Corporate Broking CHRISTIAN SALVESEN: Restructuring to Take Effect in Second Half --------------------------------------------------------------- Christian Salvesen PLC, the European logistics company, issues this pre-close period update for the six months to September 30, 2003. As previously announced, we have strengthened the U.K. management team through the addition of Brian Gaunt, who joined us in September as Managing Director of the combined U.K. operations. The restructuring of the U.K. business continues and a good start has been made on lowering the cost base. This cost-reduction program will continue over the coming months as we match our costs to the challenging market conditions. Trading remains difficult in the U.K. in all sectors, but we anticipate that the second half of the year will benefit, as the full impact of the restructuring and the new management team's actions take effect. Our European Food and Consumer operations continue to perform satisfactorily. In France, although our industrial business has been affected by market conditions, this has been offset by new business wins, which will benefit the second half of the year. Our Spanish industrial business has continued its improvement and will return to full year profit. As previously announced, the sale of our German industrial business in May 2003 has given rise to an exceptional cost of GBP10 million in this financial year. The elimination of losses in Germany has been offset by the rise in Group pension costs for the year. Cash flow has benefited by GBP23 million from the disposal of property assets and also lower levels of capital expenditure. As announced in June, David Fish assumed the role of Chairman on October 1, on the retirement of Jonathan Fry. The search for a new non-executive director and a permanent Finance Director is in progress. The position of Group HR Director has recently been filled by Campbell Fitch. Whilst trading conditions continue to be challenging, the new business pipeline remains strong across the Group. The board of Christian Salvesen anticipates that the outturn for the year will be in line with expectations. Interim results for the six months to September 30 will be announced on December 1, 2003. CONTACT: CHRISTIAN SALVESEN PLC Edward Roderick, Chief Executive Julian Steadman, Finance Director (acting) Frances Gibson-Smith, Investor Relations Phone: 01604 662600 HOGARTH PARTNERSHIP LIMITED John Olsen Tom Leatherbarrow Phone: 020 7357 9477 EZD LIMITED: Meeting Over Administration Order Set October 16 ------------------------------------------------------------- Notice is hereby given that a meeting of creditors in the matter of Administration Order made July 18, 2003 is to be held at The Montague On The Gardens Hotel, 15 Montague Street, Bloomsbury, London WC1B 5BJ on Thursday October 16, 2003 at 11.00 a.m. to consider my proposals under Section 23(1) of the Insolvency Act 1986 and to consider establishing a committee of creditors. A proxy form should be completed and returned to me together with a statement of your claim, if not already submitted, to enable you to vote at the meeting. Proxies for use at the meeting must be lodged at Richard Long & Co, Castlegate House, 36 Castle Street, Hertford, Herts SG14 1HH not later than 12 noon on Wednesday October 15, 2003. R W J Long, Administrator MARCONI CORPORATION: Diageo Executive to Join Firm this Month ------------------------------------------------------------- Marconi Corporation plc (London: MONI and Nasdaq:MRCIY) announces that Pavi Binning, currently a senior member of the finance team at Diageo plc, has agreed to take up his new position as chief financial officer, and to join the Board of Marconi Corporation plc, on Monday, October 20, 2003. The agreement follows Pavi's appointment and associated public statement on July 24th, 2003. Consequently, Chris Holden, currently interim chief financial officer, will stand down from the Board on the same day and will take up the position of group financial controller. About Marconi Corporation plc Marconi Corporation plc is a global telecommunications equipment, services and solutions company. The company's core business is the provision of innovative and reliable optical networks, broadband routing and switching and broadband access technologies and services. The company's customer base includes many of the world's largest telecommunications operators. The company is listed on the London Stock Exchange under the symbol MONI. Additional information about Marconi Corporation can be found at http://www.marconi.com CONTACT: MARCONI PLC Investor enquiries Heather Green Phone: + 44 207 306 1735 E-mail: heather.green@marconi.com MARLOW & COMPANY: Howarth Timber Group Seals Acquisition -------------------------------------------------------- The sale of Marlow & Company, in Bury St. Edmunds to a newly formed company owned by Yorkshire-based Howarth Timber Group has saved about 200 jobs, the company's administrative receivers said. PricewaterhouseCoopers said the deal, whose amount is undisclosed, would ensure "a seamless transfer of the business." The receivers, who were appointed on September 30, also expects that the timber frames manufacturer's contract with major national U.K. housebuilders would be protected. But while jobs and contracts were safe, the sale failed to cover liabilities, according to joint administrative receiver Stephen Oldfield. Marlow runs a truss engineering business from a single site in Bury St Edmunds. It also has a separate and continuing business -- called Marlow DIY and Garden Center -- on the same site in Hollow Road, Bury St Edmunds. The site will not be affected by the sale, PricewaterhouseCooper said. Marlow reported turnover in the year to the end of September 2002 of GBP12 million. NETWORK RAIL: To Axe 15% of Management Staff Within Weeks --------------------------------------------------------- Network Rail plans to trim down its overstaffed management, according to The Guardian, adding that 15% of senior and middle management will be axed within the next six weeks. It is expected that between 600 and 700 people would be made redundant by mid-November. The job cuts are part of Network Rail's program to reduce headcount by 3,000 over the next three years to save GBP5.5 billion. Citing an unnamed insider, the report said the redundancies were "a recognition that the organization has grown top-heavy." "There needs to be a rebalance in favor of the front line," the source said. But the TSSA white-collar transport union considered the decision poorly considered. National negotiator John Munday said: "They haven't identified any particular work streams or areas of activity that will be scaled back." It could happen he said that after several months, the company would have to hire staff to replace the ones cut. ROYAL & SUNALLIANCE: Outlook Unaffected by Ruling on U.S. Case -------------------------------------------------------------- As previously disclosed in the Group's interim results, Royal Indemnity Company, a U.S.-based subsidiary of Royal & SunAlliance, is vigorously pursuing its rights in disputes over credit risk insurance policies issued on trade school student loan portfolios originated or purchased by Student Finance Corporation. Royal Indemnity has asserted that it was the victim of fraud, misrepresentation and cover-up related to the underlying loans and is seeking rescission of the policies and damages for fraud and breach of contract. MBIA Insurance Corporation, which issued financial guarantees to institutional investors in securities backed by the loan portfolio, and Wells Fargo Bank Minnesota, which is the trustee for the securitization of the loans, have sued Royal Indemnity seeking to enforce the policies. On Sept. 30, the U.S. Federal District Court in Delaware issued a ruling granting partial summary judgment to MBIA and Wells Fargo in a brief preliminary document, to be followed by the court's opinion issued at some future date. We are disappointed by the Court's ruling. However, until we see the reasoning in the Court's opinion, we cannot respond more fully to the ruling. Our filed lawsuit in Texas State Court alleges significant fraud and misrepresentation by various parties, entitling Royal Indemnity to rescind the policies, and we accordingly plan to appeal the decision. This outcome does not change our view to any material extent, of the overall issue and its potential implications for the Group as laid out on page 19 of the Group's half year press release dated September 4, 2003, and also on pages 328 and 329 in the Prospectus for the rights issue dated September 4, 2003. CONTACT: ROYAL & SUNALLIANCE Malcolm Gilbert Phone: +44 (0)20 7569 6140 ROYAL & SUNALLIANCE: Names John Tighe New President and CEO ----------------------------------------------------------- Royal & SunAlliance USA appointed John Tighe as president and chief executive officer, effective immediately. He succeeds Steve Mulready, who will now focus on finalizing the renewal rights sale of the majority of the company's businesses to Travelers Property Casualty. In his new position, Mr. Tighe will be responsible for managing the overall operations of Royal & SunAlliance USA, including those businesses remaining with the company following the Travelers transaction. Prior to his current position, Mr. Tighe served as Royal & SunAlliance USA chief risk officer. Previously, he was president and chief operating officer of the Custom Risk Division, with a focus on the company's larger commercial clients. A 20-year veteran of Royal & SunAlliance, he has served in a wide range of senior management positions, including more than five years as a member of the company's leadership team. Mr. Tighe is a graduate of the General Management Programme, Centre Europeen d'Education Permanente in Paris, France. He also received a Bachelor of Science in psychology from Illinois State University. Mr. Mulready joined Royal & SunAlliance as part of the company's acquisition of Orion Specialty Insurance Group in 1999. He will leave the company in December, following completion of his current responsibilities. Earlier this month, Royal & SunAlliance announced a definitive agreement to sell the renewal rights for most of its US businesses to Travelers. The company is considering a range of options with respect to its remaining businesses, including further renewal rights transactions and disposals. Royal & SunAlliance USA provides risk management and insurance solutions through two divisions focusing on property & casualty business and personal insurance. The company is part of London- based Royal & Sun Alliance Insurance Group plc (LSE: RSA; NYSE: RSA), one of the world's leading multi-line insurers. ***** As reported in Troubled Company Reporter's September 12, 2003 edition, Standard & Poor's Ratings Services lowered its counterparty credit and financial strength ratings on Royal & Sun Alliance Insurance PLC's (R&SAIP;A-/Negative/A-2) U.S. insurance operations to 'BB+' from 'BBB-' and removed them from CreditWatch. Standard & Poor's also said the outlook on RSA USA is negative. SCOTTISH WIDOWS: Loses Another High Ranking Fund Manager -------------------------------------------------------- Scottish Widows fund manager Ian Cormack resigned from the company on Tuesday, joining the exodus of senior staff leaving the firm in recent months. SWIP marketing director Peter Dorward said: "Ian's resignation was not unexpected. We anticipated the possibility of further departures. Ian was one of the people we were talking about and our recruitment plans have been built around that." Mr. Dorward believes the resignation was the last, and that Scottish Widows, owned by Lloyds TSB, would in the near future find replacements for the lost manpower. "On the U.K. and European front our recruitment process continues at pace and we hope to be making more announcements of new appointments soon," he said. Mr. Cormack will leave the company to join the new firm set up by Sandy Nairn and Graham Campbell after he served his six months notice. Scottish Widows has been in dire straits for the past three years, weighing down on its Lloyds TSB's dividend all the while. TRINITY MIRROR: Shortens List of Bidders for Irish Titles --------------------------------------------------------- Trinity Mirror, the U.K. newspaper publisher currently undergoing a cost-cutting drive, has narrowed down the list of bidders for its Irish titles, The Guardian news agency reported. Four bidders remain after the Daily Mirror publisher rejected offers that excluded the most politically sensitive title in the portfolio, the Belfast News Letter. Included in the shortlist are Simon Robinson, former managing director of the Mirror Group's Northern Ireland titles; David Montgomery, another former Mirror executive; David Palmer, former group chief executive of the Financial Times; and Archant, the privately owned publisher of the East Anglian Daily Times. It is understood that all bids are in the GBP43 million-GBP45 million price bracket. Three of the remaining bidders have venture capital backing, while Archant is bidding on its own. Independent News & Media, publisher of the Independent and the Belfast Telegraph, was sidelined because it avoided bidding for Trinity's Belfast News Letter. The report said the Dublin-based group decided that a bid for another Belfast newspaper would struggle to get regulatory clearance. Ulstet Unionist MP David Burnside, meanwhile, was rejected despite bidding for the News Letter, as Trinity has drawn up a shortlist of parties that have bid for all nine titles in the portfolio. Trinity Mirror placed the titles up for sale last month as part of a cost-cutting drive announced by Trinity chief executive Sly Bailey in July. The firm is hoping to raise about GBP35 million from the sale of its nine Northern Irish newspapers. Final offers are expected by October 17, as executives at the Irish titles will make presentations to the bidders next week. WATERFORD WEDGWOOD: Creditor Banks Urge Firm to Issue Junk Bonds ---------------------------------------------------------------- Bankers of Waterford Wedgwood would like the household goods company to issue EUR190 million (US$317 million) of fresh debt through a junk bond, as a condition to its debt restructuring. According to the Irish company's filings in the U.S. Securities and Exchange, the banks would like to see the bond issue completed by October 2 so that a new agreement regarding its bank facility could be put in place by the end of November. The banks, with which Waterford Wedgwood has EUR350 million in debts, also specified that it would only agree to a refinancing if the company holds its interim dividend, reduce stock levels, and give up all other capital expenditures except that which is currently underway. The company already announced a 50% cut in the final payout for the last year. Waterford Wedgwood increased its debts by EUR234 million in the past five years to EUR357 million as a result of acquisitions, restructuring, and increase in working capital. It agreed to suspend its banking covenants in June after realizing that the poor earnings of its core crystal and china products were ruining key ratios. WESTON ANTENNAS: Creditors to Hold Meeting October 13 ----------------------------------------------------- Notice is hereby given pursuant to Section 48(2) of the Insolvency Act 1986, that a meeting of the unsecured creditors of Weston Antennas Limited (in administrative receivership) company will be held at Holiday Inn Express, Walking Field Lane, Poole, Dorset BH15 1TJ on Monday, October 13, 2003 at 12 noon for the purpose of having laid before it a copy of the report prepared by the Joint Administrative Receivers under section 48 of the said Act. The meeting may, if it thinks fit, establish a creditors' committee to exercise the functions conferred on it, by, or under the Act. Creditors are only entitled to vote if: (a) they have delivered to us at the offices of RSM Robson Rhodes, 186 City Road, London EC1V 2NU, no later than 1200 hours on the business day before the meeting, written details of the debts they claim to be due, and the claim has been duly admitted under the provisions of the Insolvency Rules 1986; and (b) there had been lodged with us any proxy which the creditor intends to use on his behalf. Creditors may obtain a copy of the report, free of charge, on application to the Joint Administrative Receivers at RSM Robson Rhodes, 186 City Road, London EC1V 2NU. CONTACT: Michael Jonathan Christopher Oldham Geoffrey Paul Rowley Joint Administrative Receivers ********* 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 photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$575 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. 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