/raid1/www/Hosts/bankrupt/TCREUR_Public/040109.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

             Friday, January 9, 2004, Vol. 5, No. 6


                            Headlines

B E L G I U M

SOBELAIR: Files for Creditor Protection


F I N L A N D

BENEFON OYJ: Puts Workers on Forced Leave to Conserve Cash


F R A N C E

SYNSTAR FRANCE: Sold at Less than a Quarter of Book Value
VIVENDI UNIVERSAL: Regulator Okays Partial Acquisition of Editis


G E R M A N Y

ALLIANZ AG: Launches EUR25 Million Reverse Convertible on Shares
GERLING-KONZERN: Rating Changed to 'B' from 'SD'; Outlook Stable
VAN DER: Poised to Sell VDM U.K. Bonds to Zion Bancorporation
WESTLB AG: Concludes Disposal of U.K. Brokerage Biz to Lazard


I R E L A N D

ELAN CORPORATION: Prialt Looks Good in Initial Phase III Trials
SCHERING-PLOUGH: Axes Hundreds in West Cork Plant


I T A L Y

PARMALAT FINANZIARIA: Former CFO Blames Founder for Scandal
PARMALAT FINANZIARIA: Charles Piven Files Securities Suit in NY
PARMALAT FINANZIARIA: Marc Henzel Launches Securities Suit in NY
PARMALAT FINANZIARIA: Banks Queried on Possible Link to Scandal
PARMALAT FINANZIARIA: Woes Worry Australian Arm Bankers

PARMALAT FINANZIARIA: Indefinitely Suspends Sale of Cookie Biz
PARMALAT FINANZIARIA: Small Shareholders in Bergamo File Lawsuit
PARMALAT GROUP: SEC Sues Debtors; Seeks US$1.5 Billion in Fines
PARMALAT SPA: Sells Entire MCC Stakes to Capitalia
RENO DE: Closes EUR80 Million Sale of Barcelona Asset


L U X E M B O U R G

FINMATICA LUXEMBOURG: 'B+' Rating Assigned to Convertible Notes


N E T H E R L A N D S

KONINKLIJKE AHOLD: Denies Alleged Accounting Misrepresentations


P O L A N D

DAEWOO-FSO: Volkswagen Interested in Polish Subsidiary
GDYNIA SHIPYARD: Government Ends Talks with Foreign Rescuer


U N I T E D   K I N G D O M

AVECIA PLC: Moody's Lowers Debt Securities to Caa3
COMMUNICATIONS IN BUSINESS: Enters Administrative Receivership
DAVID M AARON: Joint Administrators Seek Buyers for Business
GOVETT STRATEGIC: Appoints RSM Robson Rhodes Joint Liquidators
MG ROVER: December Car Sales 27% Down Year-on-year
WALT DISNEY: Reshuffles Board, Enhances Governance Guidelines


                            *********


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B E L G I U M
=============


SOBELAIR: Files for Creditor Protection
---------------------------------------
Troubled Belgian charter airline, Sobelair, formerly owned by
now defunct national carrier Sabena, sought bankruptcy
protection Wednesday.  The Brussels Commercial Court, which
received the case, is to decide on the matter within the next 15
days, a report from Expatica said.  Should the plan be accepted,
Sobelair could continue to operate while it seeks rescuers.  In
case the court rejects the request, Sobelair may appeal the
decision and resubmit its request.  The court, however, may also
outrightly declare the company bankrupt.

Sabena has already received takeover offers for the company.
Tour operator TUI/Jetair, the company's largest client submitted
an offer Tuesday evening.  It's common knowledge that TUI is
planning to create its own airline to support its many chartered
flights.  SN Brussels Airlines and Birdy Airlines are also
reportedly interested in Sobelair's activities.

Sobelair staff, meanwhile, fear receivers would sell the
carrier's three aircraft and use the proceeds to pay outstanding
debts, leaving them with nothing.


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F I N L A N D
=============


BENEFON OYJ: Puts Workers on Forced Leave to Conserve Cash
----------------------------------------------------------
The personnel cost cutting measures regarding production
operators agreed in the industrial procedure, completed by
December 5, 2003, and reported in December 11, 2003, consist of
alternating forced leave for the time being.  The applied
measures touch 35 production workers.

CONTACT:  BENEFON OYJ
          Jukka Nieminen, President


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


SYNSTAR FRANCE: Sold at Less than a Quarter of Book Value
---------------------------------------------------------
In the announcement on December 2, 2003 of its preliminary
results for the year ended September 30, 2003, Synstar disclosed
that it was in advanced negotiations to sell its operations in
France.  Following the Workers' Council giving an opinion on the
disposal, Synstar announced Wednesday that it has completed the
sale of Synstar France to this subsidiary's management team.

Terms of the disposal

The consideration for the sale was a cash payment of GBP0.2
million.  The net assets at the time of sale were approximately
GBP10.0 million.  After legal, redundancy and other costs, and
the write-off of goodwill through the Group profit and loss
account of GBP3.1 million (previously written off to reserves),
the sale of Synstar France will result in a loss on disposal of
approximately GBP14.5 million.  The cash effect of the sale is
expected to be an outflow of approximately GBP8.7 million.  In
addition, a small number of Business Continuity contracts
managed by Synstar Belgium but executed in the main by Synstar's
French operations will be assigned to the newly independent
Synstar France.

Benefits of this disposal to Synstar Plc

The disposal will bring an immediate and beneficial effect on
the operating performance of the Group.  Synstar France reported
operating losses of GBP3.3 million in the year ended September
30, 2003 and, given the limited scope for business development
and cost reduction, a similar scale of loss could have been
expected in the current financial year.

Synstar France will join the pan-European 'Synstar Business
Network' as a financially sound and independent business, and
continue as a local delivery partner that uses our processes and
is tightly bound into our delivery infrastructure.

Background to the disposal

Synstar France has been a long-term loss making business.
Project and product revenues sales have accounted for over 50%
of its revenue streams, areas that economic conditions have hit
hard, and the customer base is less well focused.

Cost reduction measures have been very difficult to address
successfully in France and experience has shown that this is
even harder to undertake when the business is part of an
international Group.  In the year ended September 30, 2003,
Synstar France reported turnover of GBP16.4 million (2002:
GBP17.1 million) and operating losses of GBP3.3 million (2002:
an operating loss of GBP0.9 million).

As a result, the Board believes that the sale of Synstar France
represents a clean break from a loss-making business that will
benefit the Group both in terms of improved operating
performance and increased management focus on the Group's
continuing operations.

CONTACT:  SYNSTAR PLC
          Steve Vaughan/Stephen Gleadle
          Phone: 01344 662700

          FINANCIAL DYNAMICS
          Edward Bridges/James Melville-Ross/Juliet Clarke
          Phone: 020 7831 3113


VIVENDI UNIVERSAL: Regulator Okays Partial Acquisition of Editis
----------------------------------------------------------------
The European Commission authorized the French group Lagardere to
acquire part of the publishing business of Editis (formerly
known as Vivendi Universal Publishing or VUP).  The transaction
initially notified was for Editis to be taken over in its
entirety, but this would have created or strengthened dominant
positions on many of the markets making up the French-language
book chain, such as those for publishing rights, marketing and
distribution services and sales of books to dealers and by
wholesalers.  Lagardere's decision to retain only part of the
Editis business satisfied the objections.

Editis is currently the leader in the publishing, marketing and
distribution of French-language books.  Lagardere, via its
subsidiary Hachette Livre, is the second player in the market.
The group is also active in book retailing, broadcasting and
newspaper publishing and distribution.

The acquisition of the entire Editis publishing business in the
European Union and in Latin America, as planned in the
transaction notified to the Commission, would have produced a
heavily dominant group with a turnover seven times that of its
nearest rival.

The Commission's investigation and analysis revealed that the
new entity would control access both to the "raw material," i.e.
well-known authors, whose sales are the lifeblood of publishers,
and to sales outlets, which cannot absorb, let alone promote,
more than a limited proportion of the works published each year.
In addition the supremacy of the new entity in the more
industrialized part of the publishing business marketing,
distribution and publishing in pocket format would have resulted
in a two-speed industry: on the one hand, dependent publishers
left on the sidelines with no alternative but to engage in the
riskier business of prospection and creation and, on the other
hand, an industrial group integrated along the entire book chain
and capable of retaining the best-selling authors and
monopolizing most of shelves in bookshops.

The transaction prompted serious concern among many other
players in the French-language publishing trade, including
associations of authors, (large and small) booksellers and
readers, as well as independent publishers and wholesalers who
were wary of a reduction in supply.  Many booksellers also
expressed fears that the discounts they are granted might be
cut, thus jeopardizing the very existence of certain outlets.

In reply to the Commission's concerns, Lagardere has undertaken
to sell Editis with the exception of the following assets, which
make up around 40% of the total turnover of the company:

(a) the Larousse publishing house and all of its business and
its publisher's lists;

(b) the Dalloz publishing house and all of its business and its
publisher's lists;

(c) the Dunod publishing house and all of its business and its
publisher's lists;

(d) the academic lists made up of the publishers' lists of
Armand Colin, Sedes and Nathan Universite and the academic
journals;

(e) the Spanish group Anaya and all of its business and its
publisher's lists;

(f) the Ivry distribution center.

On the basis of these undertakings, the transaction no longer
presents any competition problems and can therefore be
authorized.  It should be pointed out that the Commission
detected problems on the French-language publishing sector
alone, where the Spanish group Anaya is not present.  The assets
retained are in sectors where the transaction does not create a
dominant position (essentially academic and reference works).

The timescale for the sale agreed with Lagardere remains
confidential, standard practice in cases where the go-ahead is
subject to the sale of assets.  As is also the rule, the
Commission will have to approve the buyer or buyers of the
assets in order to ensure that effective and lasting competition
is maintained in the market.


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


ALLIANZ AG: Launches EUR25 Million Reverse Convertible on Shares
----------------------------------------------------------------
WestLB AG is issuing a 6% reverse convertible on shares of
Allianz AG.  The total volume of the issue is EUR25 million.
The initial offer price of the reverse convertible on Allianz AG
is 100% and it is available in denominations of EUR5,000.
Payment date is January 12, 2004.

The bonds will be redeemed at the choice of the issuer on July
12, 2004 either at par (scenario A) or by delivery of 57 Allianz
AG shares per bond with a principal amount of EUR5,000 (scenario
B).  In this case the strike price will be EUR87.72 subject to
an adjustment according to the terms and conditions of the
issue.  The reference price for the share is EUR99.85.

The bearer bond will be listed on the Dusseldorf, Frankfurt
(Smart Trading) and Stuttgart (EUWAX) Stock Exchanges.

                              *****

Analysts are expecting Allianz AG to post a third-quarter pretax
profit of between EUR463 million and EUR1.33 billion, or an
average of EUR820 million.  The positive result, believed to
have been driven by a strong performance in property and
casualty insurance operations, is the group's second quarterly
return to black.  Allianz broke even in the second quarter after
a EUR3.2 billion loss in the year-earlier period.


GERLING-KONZERN: Rating Changed to 'B' from 'SD'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its long-term
counterparty credit rating on Germany-based reinsurer Gerling-
Konzern Globale Ruckversicherungs-AG (GKG) to 'B' from 'SD'
(selective default).  The outlook is stable.

The rating action represents a reinstatement of the counterparty
credit rating on Gerling-Konzern Globale Ruckversicherungs-AG.
The rating will be maintained for as long as GKG has public debt
outstanding.  Gerling-Konzern Globale Ruckversicherungs-AG acts
as guarantor for the EUR220 million subordinated notes issued by
Gerling Global Finance Alpha B.V. (not rated).  The notes are
currently rated 'D' and will continue to be rated at this level
until such a time as all interest arrears have been settled,
despite the fact that the deferral of interest is allowed under
the terms and conditions governing the notes.

"In Standard & Poor's opinion, Gerling-Konzern Globale
Ruckversicherungs-AG currently has the capacity to meet its
financial obligations in an orderly fashion.  However, adverse
business, financial, or economic conditions have the potential
to impair this capacity," said Standard & Poor's credit analyst
Peter Grant.  "Such conditions include a number of risks that
may manifest themselves over the long term, including the
potential for the emergence of deficiencies in reserves --
particularly in respect of Gerling-Konzern Globale
Ruckversicherungs-AG's overseas operations -- as well as the
loss of key staff and the execution risk surrounding the planned
repatriation of capital from a number of Gerling-Konzern Globale
Ruckversicherungs-AG's operating subsidiaries," added Mr. Grant.

The outlook is stable since the risk that adverse business,
financial, or economic conditions may impair Gerling-Konzern
Globale Ruckversicherungs-AG's future ability to meet
policyholder obligations is reflected in the rating at its
current level.

The company's statutory book equity (negative EUR100 million at
December 31, 2002) is expected to steadily improve to be
positive by the end of 2004, benefiting from the continuation of
Gerling-Konzern Globale Ruckversicherungs-AG's active
commutation strategy and the anticipated limited deterioration
in current loss-reserving levels.

Gerling-Konzern Globale Ruckversicherungs-AG's liquidity
position would be strengthened by the successful execution of
the planned repatriation of capital from its subsidiaries, and
from the ultimate sale of the Revios group.


VAN DER: Poised to Sell VDM U.K. Bonds to Zion Bancorporation
-------------------------------------------------------------
Van der Moolen, specialists, market makers and proprietary
traders, has signed an agreement to sell 100% of its Van der
Moolen U.K. Ltd. subsidiary (VDM Bonds) to Zions Bancorporation
(Nasdaq: ZION).  The transaction is subject to approval by U.S.
and U.K. regulatory authorities; closing is anticipated at the
end of March 2004.

VDM Bonds was created in 2001 to provide fixed income liquidity
in less-than-wholesale transaction sizes to banks and other
intermediaries.  As it has expanded its customer base and the
inventory of bonds for which it offers electronically
auctionable markets, its capital requirements have
correspondingly increased.

Van der Moolen, as a non-bank entity, became concerned that
constraints on its ability to underwrite substantial further
growth could prevent VDM Bonds from achieving its full
potential, and began to explore partnership opportunities for
the business in 2003.  In the U.S., Zions Bancorporation engages
in activities similar to those of VDM Bonds, and in discussion
with them it soon became clear that they would be VDM Bonds'
ideal partners.

Van der Moolen will transfer its interest in VDM Bonds at book
value, and in the process reduce its Balance Sheet total
significantly.

CONTACT:  VAN DER MOOLEN
          Investor Relations/Corporate Communications
          Phone: +31 (0)20 5356 789


WESTLB AG: Concludes Disposal of U.K. Brokerage Biz to Lazard
-------------------------------------------------------------
WestLB AG on Wednesday finalized the transfer of the Panmure
stockbroking business to Lazard.  The sale of the Panmure
business in the U.K. follows the decision of WestLB to
concentrate its equity business on large cap pan-European
equities.  This business currently employs over 200 people with
offices in London, New York, Frankfurt and Dusseldorf.

Manfred Puffer, member of the Managing Board of WestLB AG, said:
"With this move WestLB has positioned itself specifically in the
Large Cap European Equities and Equity Derivatives segments and
in the M&A field."

                              *****

In March 2003, WestLB restructured its equity business in three
independent business units. Since then the pan-European and
German equity business, including equity derivatives, has been
concentrated in the WestLB Equity Markets business unit. Another
unit is responsible for WestLB's M&A business.  Panmure U.K.
handles the corporate brokerage business in the U.K. market.

WestLB Equity Markets conducts international equity sales,
trading and research across a range of sectors for Stoxx 200
companies as well as a wide selection of DAX, MDAX, TecDAX and
other listed German companies.  In addition, WestLB Equity
Markets is a leading player in the equity derivatives markets.
In the equity capital markets, WestLB was involved in 11 equity
market transactions in 2003 with a total deal value in excess of
EUR15 billion.


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I R E L A N D
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ELAN CORPORATION: Prialt Looks Good in Initial Phase III Trials
---------------------------------------------------------------
Irish pharmaceutical giant, Elan, saw its share price advance
57c to EUR5.97 on the ISEQ Wednesday after it said it expects to
bring its Prialt(TM) (ziconotide) to market before the first
quarter of 2005.

A company statement said: "[The] recent Phase III trial for
Prialt(TM) (ziconotide) met its primary endpoint in patients
with severe chronic pain who had not achieved pain relief with
other therapies including intrathecally delivered morphine.  In
the double-blind, placebo-controlled study, patients taking
Prialt achieved statistically significant improvement at Week 3
in the Visual Analog Scale of Pain Intensity (VASPI) score, the
most commonly used pain assessment scale for clinical trials.
In the company's analysis, the treatment appears to be safe,
efficacious, and well tolerated. Based on the positive results,
the company expects to file an amendment to its New Drug
Application with the U.S. Food and Drug Administration in the
second quarter of 2004 and to bring the treatment to market no
later than the first quarter of 2005."

Prialt is the first in a new class of non-opioid analgesics
known as N-type calcium channel blockers, administered
intrathecally for the treatment of severe chronic pain.  Elan
submitted an application for approval for marketing Prialt in
the European Union in May 2003.

Dr. Lars Ekman, executive vice president and president, Research
& Development, Elan, said, "We are very encouraged by these
definitive findings with Prialt and believe that this is
significant news for patients suffering with severe chronic
pain, many of whom are not now adequately treated.  This study
fulfills the clinical requirement in response to the U.S. Food
and Drug Administration 's previous approvable letter, and upon
submission, we anticipate a six month review for the amendment
to the New Drug Application."

The U.S. Food and Drug Administration had previously issued an
approvable letter for Prialt, in which the agency had requested
additional information.  This trial was conducted in response to
the U.S. Food and Drug Administration's clinical request and
designed with their input, studying 220 patients with severe
chronic pain to demonstrate the efficacy and safety of lower
doses of Prialt and a slower titration schedule than was used in
two previous Phase III studies.  In this clinical trial, there
were few serious side effects, with an incidence similar to
placebo.  These data will be presented at a major scientific
pain meeting this year.

As a non-opioid analgesic for patients with severe chronic pain
such as neuropathic pain or pain secondary to cancer, Prialt
addresses a significant unmet medical need.  About two million
patients in the U.S. with chronic pain fail to respond to
existing comprehensive treatment.  Of these, about 300,000 may
be considered as potential candidates for intrathecal treatment,
which could include Prialt.  In order to make this treatment
available to patients during the review process, a Treatment IND
to make Prialt available on a limited basis to select pain
centers in the United States will begin in the first quarter of
2004.

CONTACT:  ELAN CORPORATION, PLC
          Investors
          Emer Reynolds
          Phone: 353-1-709-4000 or 800-252-3526


SCHERING-PLOUGH: Axes Hundreds in West Cork Plant
-------------------------------------------------
Schering-Plough cut 170 jobs at its pharmaceutical plant near
Innishannon in west Cork, according to RTE News.  The company
employs more than 900 people in the area.  The move affects many
contract workers who have been with the company for up to two
years.   It excludes employees at its two plants in Co Wicklow,
where 700 people work.

Schering-Plough has been one of the most successful multi-
nationals operating in Ireland for almost 20 years, but its
fortune turned sour after its patent on anti-cancer and anti-
viral drugs known generically as 'interferon' ran out.  The
company's market share for 'interferon' has been halved since.

In December, the New Jersey-based parent company announced it
would be cutting its wage bill by 10% or US$200 million
worldwide.  Many U.K. workers hope the remaining cuts involving
permanent staff will be achieved through voluntary redundancies.


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


PARMALAT FINANZIARIA: Former CFO Blames Founder for Scandal
-----------------------------------------------------------
Parmalat Finanziaria S.p.A.'s former finance chief, Fausto
Tonna, pointed to founder Calisto Tanzi as the brains behind the
multibillion-euro accounting fraud viewed as Europe's largest,
Reuters reports.

The scandal erupted over two weeks ago after executives revealed
an initial EUR4 billion gap in its accounts, forcing the company
to seek creditor protection.  Now investors believe that the gap
could exceed EUR10 billion (US$12.7 billion).

Mr. Tanzi has admitted to diverting about EUR500 million from
the Company, in particular to family tourism companies, but
denied he knew how it was done.  He has also said the accounting
gap could be as big as EUR8 billion, Reuters reports.

Mr. Tonna was taken from prison for more questioning by public
prosecutors in Parma, the northern Italian city close to
Parmalat Finanziaria S.p.A.'s headquarters.  Mr. Tonna allegedly
helped build a web of offshore holding companies with fictitious
assets to cover the financial gap at the main office in Italy.
A judicial source told Reuters that former chief financial
officer, during his interrogation, had insisted he was only
carrying out Mr. Tanzi's instructions.

Eight others are currently detained for questioning, but no
additional charges have been brought.  Giovanni Bonici, the
former head of Parmalat Venezuela told Reuters his attorney was
negotiating the terms of his return to Italy from Venezuela.  He
has denied participation in the scandal.

Prosecutors are trying to piece together where the missing money
went and whether anything is left.  They have contacted foreign
banks for information.  In the United States, the Securities and
Exchange Commission, Manhattan District Attorney Robert
Morgenthau and the U.S. Attorney's office in Manhattan are
participating in the probe, a source familiar with the situation
told Reuters over the weekend.  These authorities are probing
the participation of U.S. banks, which helped manage the sale of
about EUR8 billion worth of Parmalat bonds between 1997 and
2002.  Over US$1.5 billion worth of Parmalat bonds were
purchased by U.S. investors.  Bank of America (BAC) is believed
to have organized private placements of some US$500 million of
Parmalat bonds since 1997 and has been involved in structuring
other business for the group.  The bank told Reuters it was
cooperating with regulators and "other authorities."

A source close to the probe told Reuters on Monday that seized
documents showed cash had been pumped into AC Parma, one of
Italy's top soccer clubs owned by Parmalat, and more money was
missing from a tourism business than previously feared.  "We get
a surprise with every company we look at," he said.  "There was
systematic falsification and there are cracks all over the
place."

Italy market regulator, Consob, has already asked a Parma court
to nullify the Company's 2002 accounts, which show a net profit
of EUR252 million, after the group failed to comply with
accounting standards.  Additionally, Parmalat's government-
appointed administrator, Enrico Bondi, is expected to ask
Italian banks soon for new loans that news reports have pegged
at between EUR50 million and EUR100 million.

"It is likely that meetings with bankers will take place over
the course of this week," a source familiar with the matter told
Reuters after Mr. Bondi met restructuring advisers Mediobanca
(MDBI) and Lazard (LAZ.UL).  He said work was progressing well.


PARMALAT FINANZIARIA: Charles Piven Files Securities Suit in NY
---------------------------------------------------------------
The Law Offices Of Charles J. Piven, P.A. initiated a securities
class action, in the United States District Court for the
Southern District of New York, on behalf of those who purchased
securities (including stock, bonds and notes) of Parmalat
Finanziaria, S.p.A. between January 5, 1999 and December 29,
2003, inclusive.

The action charges that defendants violated federal securities
laws by issuing a series of materially false and misleading
statements to the market throughout the Class Period which
statements had the effect of artificially inflating the market
price of the Company's securities.

For more information, contact Charles J. Piven, by Mail: The
World Trade Center-Baltimore, 401 East Pratt Street, Suite 2525,
Baltimore, Maryland 21202, by Phone: 410/986-0036, or by E-mail:
hoffman@pivenlaw.com


PARMALAT FINANZIARIA: Marc Henzel Launches Securities Suit in NY
----------------------------------------------------------------
The Law Offices of Marc S. Henzel initiated a securities class
action in the United States District Court for the Southern
District of New York on behalf of purchasers of the securities
of Parmalat Finanziaria S.p.A. (OTC:PARAF.PK Milan:PRF IM) and
its subsidiaries during the period between January 5, 1999 and
December 29, 2003.

The complaint charges certain of Parmalat's senior insiders and
its legal, accounting and financial advisors with violations of
the Securities Exchange Act of 1934. Parmalat is an
international food and dairy company.

The complaint alleges that Parmalat's senior insiders, together
with Parmalat's legal, accounting and financial advisors,
concocted a massive scheme whereby they overstated Parmalat's
reported profits and assets for more than a decade. The alleged
scheme involved the creation of bogus bank accounts, the use of
forged financial records and the manipulation of Parmalat's
balance sheet and income statement via fictitious investment
assets and sham transactions, and was designed to and did allow
defendants to divert approximately $1 billion to themselves
and/or to companies controlled by them via professional fees and
clandestine asset transfers and enabled Parmalat to raise more
than $5 billion from unsuspecting investors from the sale of
newly issued securities.

The fraudulent scheme began to unravel in the fourth quarter of
2003, when, contrary to defendants' Class Period representations
that Parmalat was experiencing strong growth in net operating
profit and had a healthy balance sheet, it was disclosed that:

     (1) almost 40% of Parmalat's entire asset base, purportedly
         held in a bank account at Bank of America, did not
         exist;

     (2) Parmalat had been declared insolvent;

     (3) the $625 million of Parmalat's cash purportedly
         invested in a liquid investment fund in the Cayman
         Islands could not be retrieved;

     (4) defendants had manipulated the Company's income
         statements and balance sheet for more than a decade by
         using off-shore shell companies, special purpose
         entities, forged documents and sham transactions; and

     (5) at least eight Parmalat senior insiders, auditors and
         lawyers, including certain of the defendants, had been
         taken into custody for the perpetration of this multi-
         billion dollar fraud.

As the magnitude of the fraud began to reach the market, the
complaint alleges that defendants attempted to destroy evidence
and/or ordered their subordinates to destroy evidence of the
fraudulent scheme in an effort to evade liability for their
participation in one of the most shocking corporate scandals
ever to afflict the public financial markets.  The revelations
of defendants' misconduct caused the price of Parmalat stock to
plunge 95% before trading was suspended on December 29, 2003.

For more details, contact Marc S. Henzel by Mail: 273 Montgomery
Ave., Suite 202, Bala Cynwyd, PA 19004 by Phone: 610-660-8000 or
888-643-6735 by Fax: 610-660-8080 or by E-mail:
mhenzel182@aol.com


PARMALAT FINANZIARIA: Banks Queried on Possible Link to Scandal
---------------------------------------------------------------
Italian prosecutors investigating the Parmalat fraud scandal met
representatives of Citigroup and Deutsche Bank on Wednesday,
Reuters reports.

The investigators are establishing how a EUR10 million gap in
Parmalat's accounts came about and will focus on the role of the
banks on the fiasco.  These banks lent to Parmalat, sold its
bonds and advised it on offshore units that are now at the core
of the scandal.  Deutsche Bank representatives, who met with
investigators in Parma, were asked about a EUR350 million-
Parmalat bond underwriting in September, according to a Reuters
source.

"Only their bond role was discussed," the source said.

Separately, a Citigroup lawyer has suggested to a Milan
magistrate a possible meeting with bank executives, a judicial
source told Reuters.   Citigroup helped set up a special vehicle
called Black Hole that handled loans among Parmalat units.

Investigators will also examine financial difficulties at
Parmatour, a tourism company owned by the Tanzi family.
Parmatour has a EUR2-2.5 billion hole in its accounts -- a claim
the company has denied.  The investigation on Parmatour was
confirmed by an investigative source, Reuters added.  Parmalat
founder, Calisto Tanzi, who is currently jailed along with
former chairman and a partner of Grant Thornton's Italian
affiliate, admitted he had channeled some EUR500 million
Parmalat funds to sustain Parmatour.

Prosecutors say intra-group loans were used by an inner circle
of Parmalat managers to divert cash away from the group,
according to the report.


PARMALAT FINANZIARIA: Woes Worry Australian Arm Bankers
-------------------------------------------------------
The fiasco at bankrupt Italian dairy group Parmalat threatens to
cut the net worth of its Australian arm, according to Dow Jones.

With Parmalat's bonds now valued at zero, Parmalat Pacific could
lose AU$145 million in assets, the report said.  The prospect
worries the local firm's bankers, whose exposure in the company
totals AUS$300 million.  These banks, whose loans to Parmalat
Pacific are guaranteed by the Italian parent, include National
Australia Bank, ANZ Bank and Commonwealth Bank.

But according to the report, a spokesman assured the firm
Parmalat's Australian assets still exceed total liabilities even
if the Italian Parmalat's bonds are now worthless.


PARMALAT FINANZIARIA: Indefinitely Suspends Sale of Cookie Biz
--------------------------------------------------------------
Italian dairy food group Parmalat has put on hold plans to sell
its U.S. cookie business pending resolution of the financial
crisis that is currently shaking the company.

Citing sources close to the situation, Reuters said there are no
definite plans when or whether the sale of Archway and Mother's
cookie brands would be pushed through.  Deutsche Bank was
previously hired to manage the sale of the brands.

Parmalat's Australian operation, meanwhile, has attracted the
interest of Australian dairy firm National Foods.  Australia's
largest fresh milk producer expressed its interest in the
business despite Parmalat Australia's statement that the company
is stable and not for sale at the moment.  The Australia assets
could fetch up to AU$410 million (US$315.5 million), local
analysts said, according to the report.


PARMALAT FINANZIARIA: Small Shareholders in Bergamo File Lawsuit
----------------------------------------------------------------
Lawsuits seeking to recover lost investments in Italian dairy
food group Parmalat were forwarded to the Milan Attorney Office,
according to Agenzia Giornalistica Italia.

Bergamo's Federconsumatori received dozens of phone calls
relating to the case, said Umberto Dolci.  The new suits were
all made by elderly shareholders, and involve sums between
EUR20,000 and EUR30,000.  According to Mr. Dolci: "Our
assistance in the Parmalat crack only regards elderly people for
the time being."

Confartigianato's Transport section president Elio Cavalli,
meanwhile, has asked the government for measures to protect the
industry from the Parmalat crisis.  Until now, 300 companies
have undergone losses amounting to almost EUR80 million, he
said.

He warned that these companies might not be able to deliver milk
they are supposed to distribute should there be no positive
response from the government, or from Parmalat special
commissioner Enrico Bondi, whom he said he had approached for a
meeting.


PARMALAT GROUP: SEC Sues Debtors; Seeks US$1.5 Billion in Fines
---------------------------------------------------------------
The Securities and Exchange Commission accuses Parmalat
Finanziaria S.p.A. and its subsidiaries of violating the anti-
fraud provisions of the Securities Act of 1933.  The Commission
asks the U.S. District Court for the Southern District of New
York to enjoin Parmalat from committing further violations of
the federal securities laws and compel Parmalat to pay a
substantial civil monetary penalty.

Corriere della Sera, citing an unnamed SEC official, says the
Commission may seek up to $1,500,000,000 in fines.

Allison C. Rosenstock, Esq., counsel for the Securities and
Exchange Commission, explains that, from August through November
2003, Parmalat offered debt securities in the United States
while engaging in one of the largest and most brazen corporate
financial frauds in history.  As Parmalat acknowledged in a
press release dated December 19, 2003, the assets in its 2002
audited financial statements were overstated by at least
EUR3,950,000,000 -- $4,900,000,000 at current exchange rates.
During 2003, Parmalat also falsely stated to prospective U.S.
bond and note investors to have used its "excess cash balances"
-- which actually did not exist -- to repurchase corporate debt
securities worth EUR2,900,000,000 -- $3,600,000,000 -- when in
fact it had not repurchased those debt obligations and they
remained outstanding.

During the previous five years, Parmalat induced U.S. investors
to purchase bonds and notes totaling $1,500,000,000.  In August
1996, Parmalat sponsored an offering of American Depositary
Receipts in the United States, with Citibank, N.A. as
depositary.

Parmalat actively participated in the establishment of the ADR
program.

Ms. Rosenstock contends that Parmalat knew, or was reckless in
not knowing, that its consolidated accounts for the fiscal year
ending December 31, 2002, and for the periods commencing the
first quarter 2003 through the third quarter 2003, inclusive,
contained material misstatements and omissions.  Unless
restrained and enjoined by the Court, Ms. Rosenstock says that
Parmalat will continue to engage in, transactions, acts,
practices, and courses of business that violate Section 17(a)
(Fraudulent Interstate Transactions) of the Securities Act [15
U.S.C. Section 77q(a)].

Under Section 17(a):

     "It shall be unlawful for any person in the offer or
     sale of any securities or any security-based swap
     agreement (as defined in section 206B of the
     Gramm-Leach-Bliley Act [15 USCS Section 78c note])
     by the use of any means or instruments of
     transportation or communication in interstate commerce
     or by use of the mails, directly or indirectly --

     1. to employ any device, scheme, or artifice to
        defraud; or

     2. to obtain money or property by means of any untrue
        statement of a material fact or any omission to
        state a material fact necessary in order to make
        the statements made, in light of the circumstances
        under which they were made, not misleading; or

     3. to engage in any transaction, practice, or course
        of business which operates or would operate as a
        fraud or deceit upon the purchaser.

                 Admissions by Former Management

On December 9, 2003, Calisto Tanzi, then Parmalat's Chairman and
Chief Executive Officer, and his son Stefano Tanzi, a senior
Parmalat executive, met with representatives from a New York
City-based private equity and financial advisory firm regarding
a possible leveraged buyout of Parmalat.  During that meeting,
in response to a comment by one of the Tanzis about liquidity
problems at Parmalat, one of the New York firm's representatives
noted that Parmalat's financial statements showed that the
company had a large amount of cash.  In response, Stefano Tanzi
stated that the cash was not there, and that Parmalat really had
only EUR500,000,000 in cash.

Later, Luciano Del Soldato, then Parmalat's Chief Financial
Officer, joined the meeting.  During a discussion of Parmalat's
outstanding debt, Mr. Del Soldato stated that Parmalat's debt
was actually EUR10,000,000,000, much higher than the balance
sheet showed.  Mr. Del Soldato indicated that the balance sheet
was incorrect because Parmalat had not repurchased
EUR2,900,000,000 of Parmalat bonds.  The balance sheet falsely
reflected that the bonds had been repurchased.

Based on these revelations, the New York firm's representatives
offered to send members of the firm's restructuring group to
meet with the Tanzis.  The following day, representatives of the
firm's restructuring group met with the Tanzis, and informed
them that Parmalat needed to publicly disclose the facts
disclosed to the New York firm if that firm were to continue to
have any involvement.  When it became clear that the Tanzis were
unwilling to do so, the New York firm's representatives
terminated their discussions with Parmalat.

       The 2003 Note Offering and Previous Sales of Notes

From 1998 through 2002, Parmalat and certain of its top managers
and directors, including Calisto Tanzi and its then Chief
Financial Officer Fausto Tonna, actively marketed and sold
nearly $1,500,000,000 in notes and bonds to U.S. investors.  To
offer and sell these debt securities, Parmalat participated in
numerous road shows in the United States, and on numerous
occasions held due diligence meetings for U.S. buyers of the
bonds at its headquarters near Parma, Italy.

In August 2003 and continuing through November 2003, Parmalat
fraudulently offered $100,000,000 of unsecured Senior Guaranteed
Notes to U.S. investors by materially overstating its assets and
materially understating its liabilities.  The attempted
$100,000,000 note offering failed after Parmalat's auditors
raised questions about certain Parmalat accounts.

                Equity Securities Sold in the U.S.

An ADR is a receipt issued by a depositary bank and represents a
specified amount of a foreign security that has been deposited
with a foreign branch or agent of the depositary, known as the
custodian.  The holder of an ADR is not the title owner of the
underlying shares.  The title owner of the underlying shares is
either the depositary, the custodian, or their agent.  The
depositary provides stock transfer services such as issuing and
canceling ADRs, maintaining a register of holders, and
distributing dividends in U.S. dollars.  It is the receipts of
deposit, rather than the actual securities of the issuer, that
are traded in the U.S. markets.  ADRs are tradable in the same
manner as any other registered American security, may be listed
on any of the major exchanges in the United States or traded
over the counter, and are subject to the U.S. federal securities
laws.

Parmalat sponsors its ADR program, meaning that Parmalat
actively participated in the establishment of the ADR program
and agreed to various terms concerning the ADRs, and to the
rights and obligations of the parties involved -- Parmalat,
Citibank, and the owners of the ADRs.  Citibank, the depositary
for Parmalat's ADRs, provides transfer services.

Parmalat's ADRs were originally privately placed in the U.S. on
August 9, 1996.  The ADRs are traded on the over-the-counter
market in a 20:1 ratio -- 20 Parmalat shares per ADR -- and
quoted in the "Pink Sheets."  On December 19, 2003, the price of
Parmalat's ADRs closed at 40 cents, down 85 cents -- or 68% --
from the previous close, on volume of 16,070 ADRs traded.  Their
price had fluctuated between $3.4 and $1.10 over the past year.
Before December 19, 2003, the price of Parmalat ADRs had been
artificially inflated by materially false and misleading
statements.

As of the end of 2002, Parmalat purportedly held
EUR3,950,000,000 worth of cash and marketable securities in an
account at Bank of America in New York City held by its
subsidiary Bonlat Financing Corporation.  Bonlat is wholly owned
by Parmalat and incorporated in the Cayman Islands.  Bonlat's
2002 financial statements were certified by Bonlat's auditors
based upon a false confirmation that Bonlat held these assets at
Bank of America.  The accounts and assets did not exist and the
purported confirmation had been forged.  These non-existent
assets are reflected on Bonlat's 2002  books and records and, in
turn, in Parmalat's 2002 consolidated  financial statements, as
well as in its consolidated financial statements as at June 30,
2003, which were provided to U.S. investors to whom Parmalat
offered notes in August through November 2003.

In addition to grossly overstating the amount of the liquid
assets in its 2002 and June 30, 2003 financial statements
provided to U.S. investors, Parmalat provided those investors in
August 2003 with a private placement memorandum that contained
numerous material misstatements about the company's financial
condition.  The memorandum falsely states: "Liquidity is high
with significant cash and marketable securities balances. . ."

Commissione Nazionale per la Societa e la Borsa -- Consob -- the
public authority responsible for regulating the Italian
securities market, is assisting the SEC in its continuing
investigation. (Parmalat Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PARMALAT SPA: Sells Entire MCC Stakes to Capitalia
--------------------------------------------------
Parmalat Finanziaria S.p.A., under extraordinary administration,
communicates that its subsidiary company Parmalat S.p.A., also
under extraordinary administration has sold to Capitalia its
entire holding of 1.5% of the capital of MCC S.p.A. held by the
same Parmalat S.p.A., for a consideration of EUR22 million.
This transaction has been carried out with the specific
authorization of the Ministry of Productive Activities in
agreement with the Ministry of Agriculture and Forestry.


RENO DE: Closes EUR80 Million Sale of Barcelona Asset
-----------------------------------------------------
Reno De Medici [Standard & Poor's 'BB' long-term corporate
credit rating] announces that on the evening of December 23,
2003 the closing of the sale transaction took place for the real
estate business situated in PRAT (Barcelona), bringing in EUR50
million in cash.

The transaction, for a total value of EUR80 million, also
provides for a deferred payment of EUR30 million.  The EUR30
million deferred payment is supported by a first demand
guarantee granted on the same date by BANESTO.

CONTACT:  RENO DE MEDICI S.P.A.
          Mario Del Cane
          Phone: 02/979601
          E-mail: investor.relations@renodemedici.it

          Bonaparte 48
          Alessandro Iozzia
          Phone: 02/8800971
          Fax: 02/72010530
          E-mail: Alessandro.iozzia@bonaparte48.com
                  Filippo.turchetti@bonaparte48.com


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


FINMATICA LUXEMBOURG: 'B+' Rating Assigned to Convertible Notes
---------------------------------------------------------------
Fitch Ratings assigned Finmatica Luxembourg S.A.'s EUR55 million
equity linked bonds due in January 2008 a 'B+' Senior Unsecured
rating.  The payment of the principal, interest and redemption
amount in respect of the bonds, issued by this special purpose
vehicle, are unconditionally and irrevocably guaranteed by
Finmatica S.p.A. (Finmatica, rated 'B+').  The rating Outlook is
Stable.

The bonds are offered exclusively to institutional investors.
At maturity, the bonds will be redeemed at their principal
amount, plus accrued and unpaid interest, if any.  The offering
has been structured in two tranches of EUR22 million (A bond)
and EUR33 million (B bond) each.  The bonds will bear interest
at the rate of between 4.75% and 5.25% per annum on a semi
annual basis.  The issuer has an early redemption option as from
January 2005. Bondholders may redeem from March 2004 (A bond) or
May 2005 (B bond).  An early redemption clause for the B bond
also applies in case of change of control or full early
redemption of the EUR100 million guaranteed notes due 2005
issued by Finmatica International Finance B.V. and guaranteed by
Finmatica.

The bonds rank pari passu among themselves and at least pari
passu with all other present and future unsecured obligations to
be issued.  Terms and conditions also include standard events of
default, but no financial covenants or triggers.  The funds
raised will be used by Finmatica to repay short-term debt or
refinance the outstanding EUR100 million bond.

Finmatica Luxembourg S.A. is a wholly-owned subsidiary of
Finmatica and is incorporated as a societe anonyme under
Luxembourg law.  The purpose of the company is to act as a
finance vehicle for the Finmatica group.

Finmatica is a quoted Italian independent software vendor.
Share float currently stands at 44% with key shareholder being
Pierluigi Crudele, the company's founder, which directly and
indirectly holds 56%.  Revenues stem from its finance (53% of
FY02 revenues), B2B/supply chain management (27%), security
(15%) and others (5%) sectors.


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


KONINKLIJKE AHOLD: Denies Alleged Accounting Misrepresentations
---------------------------------------------------------------
Dutch retailer Royal Ahold said, claims that its accounts dating
as far as 1998 are flawed, are unfounded.

The VEB (Association of Dutch Stockholders) had summoned the
company to appear before the Enterprise Chamber of the Amsterdam
Court of Appeals regarding its previous accounts.  The group
said annual accounts for fiscal years 1998, 1999, 2000, 2001 and
2002 should be nullified and Ahold should be ordered to restate
its accounts and related annual reports for such periods.

The company said it intends to "vigorously oppose" the
allegation.


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


DAEWOO-FSO: Volkswagen Interested in Polish Subsidiary
------------------------------------------------------
The possibility that Volkswagen and ailing Zeran-based car
manufacturer Daewoo-FSO might enter into a business deal in the
future was brought up after a recent visit of a representative
of Volkswagen in the plant.

According to Warsaw Business Journal, the German company's
representative said: "I think that it is possible for the VW
group to produce its cars here in Zeran.  Besides the German
market, we are also thinking about Seat and Skoda.  By the end
of January I will recommend that our German headquarters send
out technical and financial experts to make feasibility
studies."

Mr. Malachowski said the Warsaw factory facility has a lot to
offer with its strategic location, new production facilities and
well-trained technical personnel.   The promising news, however,
did not stop the Polish government from seeking other plans for
the carmaker.  Daewoo-FSO representatives continue to hold
negotiations with Britain's MG Rover.


GDYNIA SHIPYARD: Government Ends Talks with Foreign Rescuer
-----------------------------------------------------------
European Shipbuilding Limited, a multinational company, has been
cut off from a possible collaboration with Gdynia Shipyard.  The
firm had promised to support the restructuring process of the
ailing shipyard, but talks fell through.

Dariusz Adamski, a member of supervisory board at GS and the
head of the company's Solidarity union, said the prospective
bidder had promised to raise US$100 million to finance current
orders and repay its liabilities to employees.  According to
rumors, the deal was cut short to accommodate the Industrial
Development Agency's plan to purchase a stake in the shipyard
from Kredyt Bank.

Mr. Adamski said: "The government would [now] have to grant a
guarantee from the Export Credit Insurance Corporation worth
US$250 million.  The project was presented during a meeting with
Economy Minister Jerzy Hausner in late September 2003."


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


AVECIA PLC: Moody's Lowers Debt Securities to Caa3
--------------------------------------------------
Moody's Investors Service downgraded the ratings on Avecia
Group, a holding company for a diversified specialty chemicals
group, due to concerns regarding the company's financial health.

It lowered the company's debt securities to Caa3 from Caa1 and
Avecia's senior implied rating to Caa1 from B2.  At the same
time, the rating agency lowered the ratings on the bank debt
securities to B3 from B1 and the preferred stock rating to Ca
from Caa2.  The outlook on all ratings is negative.  Ratings
affected include:

(a) The rating for the US$540 million in senior notes of Avecia
Group PLC lowered to Caa3 from Caa1

(b) The senior implied rating for Avecia Group PLC lowered to
Caa1 from B2

(c) The rating assigned to the bank debt facilities for Avecia
Investments Ltd lowered to B3 from B1

(d) The senior unsecured issuer rating for Avecia Group PLC
lowered to Caa3 from Caa1

(e) The preferred stock rating on the US$45 million PIK
Preference shares for Avecia Group PLC lowered to Ca from Caa2

Moody's said the action reflects Avecia's further weakening
credit profile, the uncertainty regarding the group's financing
strategy and the increased risk for bondholders, the difficulty
for the company to meet its obligations to banks and bondholders
without reliance on asset disposals or re-negotiation, the
limited liquidity available to the group, and its very weak
performance.

Avecia has a very high leverage with a LTM Net debt/EBITDA of
6.7x.  The figure is expected to have further weakened at the
end of 2003.


COMMUNICATIONS IN BUSINESS: Enters Administrative Receivership
--------------------------------------------------------------
Nature of business: Advertising

Trade classification: SIC 92

Date of appointment of Joint Administrative Receivers: December
31, 2003

Name of appointer: The Bank of Scotland

Geoffrey Paul Rowley and Michael Jonathan Christopher Oldham
Joint Administrative Receivers (office holder nos. 8919 and
7817) of RSM Robson Rhodes LLP, 186 City Road, London EC1V 2NU


DAVID M AARON: Joint Administrators Seek Buyers for Business
------------------------------------------------------------
At the request of the directors, Finbarr O'Connell and Richard
Heis, KPMG Corporate Recovery Partners, were appointed joint
administrators to David M Aaron (Personal Financial Planners)
Limited, trading as the David Aaron Partnership, an independent
financial advisory business based in Woburn Sands near Milton
Keynes, on December 22, 2003.

Finbarr O'Connell, joint administrator and KPMG Corporate
Recovery Partner said: "Our priority is to seek a buyer for this
business which has a contact list of approximately 150,000, and
so far, we have received interest from a number of parties. We
hope to be able to draw up a short-list of potential purchasers
within the next one to two weeks.

"Any client who feels they may have a claim against the company
are advised to write to us at the address below, outlining the
details of their claims.

"The David Aaron Partnership sold financial products to some
30,000 clients on behalf of product providers.  The relationship
between clients of David Aaron and product providers remain
unaffected by the administration process."

Potential claimants should write to:

Ros Kitley or Tony Oakley
KPMG Corporate Recovery
8 Salisbury Square
London EC4Y 8BB

CONTACT:  KPMG
          Judith Dow
          Corporate Communications
          Phone: 0207 694 8584
          Mobile: 07786 197718
          E-mail: judith.dow@kpmg.co.uk
          KPMG Press Office: 0207 694 8773


GOVETT STRATEGIC: Appoints RSM Robson Rhodes Joint Liquidators
--------------------------------------------------------------
In accordance with rule 4.106 of the Insolvency Rules 1986
notice is hereby given that Simon Peter Bower and Michael John
Hore of RSM Robson Rhodes, 186 City Road, London EC1V 2NU were
appointed Joint Liquidators of Govett Strategic Trust PLC by the
members on December 22, 2003.

Notice is hereby given that the creditors of Govett Strategic
Trust PLC are required on or before January 31, 2004 to send
their names and addresses, with particulars of their debts and
claims to the undersigned Simon Peter Bower and Michael john
Hore of RSM Robson Rhodes, 186 City Road, London EC1V 2NU the
Joint Liquidators of the company, and if so required by notice
in writing from the Joint Liquidators either personally or by
their solicitors, to come in and prove their debts or claims at
such time and place as shall be specified in such notice and in
default thereof they will be excluded from the benefit of any
distribution made before such debts are proven.

Simon Peter Bower and Michael John Hore
Joint Liquidators


MG ROVER: December Car Sales 27% Down Year-on-year
--------------------------------------------------
MG Rover sold 27% fewer cars in December compared to year-ago
figures, data from the Society of Motor Manufacturers and
Traders show, according to The Telegraph.  The company's car
sales in Britain was 6,000, down from 8,146 in the same period a
year earlier.  In November, sales figure dropped by a third.

During the past month, MG Rover directors privately warned
unions bad publicity was threatening the company's business.
But Rod Ramsay, Rover's sales operations director, ruled out
this was a consideration when people buy MG Rover cars.  MG
Rover hit headlines when The Telegraph revealed that its
directors had made millions at a time when the company is
losing.

Mr. Ramsay said: "Primarily [customers] look to the product and
the service that dealers can provide with them," according to
the report.  He attributed the large discrepancy between the
sales data to a large fleet sale in December 2002.

Car dealers, on the other hand, are split on whether the issues
affected sales.


WALT DISNEY: Reshuffles Board, Enhances Governance Guidelines
-------------------------------------------------------------
The Walt Disney Company (NYSE: DIS) Board of Directors voted
unanimously to enhance the company's corporate governance
guidelines, including the adoption of strengthened standards
relating to the independence of directors, and then performed
its annual review of director independence.

The guidelines meet or exceed newly adopted New York Stock
Exchange requirements and are available in the Corporate
Governance section of the company's Investor Relations Web site,
http://www.disney.com/investors/.

The board also re-elected Senator George Mitchell to a second
term as presiding director, modified the charter of the
Governance and Nominating committee, adopted a Code of Conduct
and Business Ethics for Directors and reconstituted the
membership of key board committees.

In addition, the board formally welcomed two new independent
members, Aylwin Lewis, President, Chief Multibranding and
Operating Officer of YUM! Brands, Inc., and John Chen, chairman,
CEO and president of Sybase, Inc.; both of whom were elected in
2003.

Following amendment of the governance guidelines, the board
conducted its annual review of director independence, taking
into account directors' relationships with the company or with
members of senior management.  As a result, the board determined
that under the new guidelines, all directors are independent
except Michael Eisner, Disney chairman and CEO; Robert Iger,
Disney president and COO; and John Bryson.  Eisner and Iger are
considered inside directors because of their employment as
senior executives of the company.  Bryson is considered a non-
independent outside director for the first time because the
level of business between the company and an entity of which his
wife is an executive officer exceeded in fiscal year 2003 the
financial threshold established by the newly amended guidelines.

In taking these actions, the Disney board was advised by Ira
Millstein, Esq. of Weil, Gotshal & Manges LLP, a leading
authority on corporate governance.

The board also took action to re-elect Senator George Mitchell
as Presiding Director for 2004-05.  In that capacity, he will
continue to chair executive board sessions of independent and
non-management directors and perform other tasks set forth in
the governance guidelines or requested by the Board.

Later this month, the board will nominate a slate of directors
to stand for election at the company's annual meeting of
shareholders in March.  The annual meeting will be held on March
3, 2004 in Philadelphia.  Directors Thomas Murphy and Raymond
Watson will retire at the expiration of their present terms in
March.

The company's directors also took action to reconstitute the
Audit, Compensation and Governance and Nominating committees in
accordance with the principles in the company's corporate
governance guidelines.  Effective immediately, the committee
memberships are:
Audit

Robert Matschullat (Chair)
John Chen
Monica Lozano
Leo O'Donovan, S.J.
Compensation

Judith Estrin (Chair)
Robert Matschullat
Leo O'Donovan, S.J.
Governance and Nominating

Monica Lozano (Chair)
Judith Estrin
Aylwin Lewis

The board also gave final approval to revisions of the charter
of the Governance and Nominating Committee intended to ensure
its compliance with applicable regulatory requirements.  The
board had earlier approved revisions to the charters of the
Compensation and Audit committees.  Finally, the board adopted a
Code of Business Conduct and Ethics for Directors. The Code is
intended in part to implement requirements of the New York Stock
Exchange's recently revised listing standards as well as the
requirements of the Sarbanes-Oxley Act of 2002.  The revised
charters and the Code will be made available through the
corporate governance section of the company's Investor Relations
web site shortly.

Separately, the board also confirmed its intent to add another
independent member over the next 6 -12 months.


                            *********


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-
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Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Larri-Nil Veloso, Ma. Cristina Canson, and
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Copyright 2004.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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