---

        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, June 7, 2004, Vol. 5, No. 111

                            Headlines

G E R M A N Y

KAMPS AG: Management Board Chairman to Leave Group

* Fitch Keeps Negative Outlook for German Life Insurance Sector


I R E L A N D

ELAN CORPORATION: To Web cast June 17 Annual General Meeting


L U X E M B O U R G

BCP CAYLUX: Moody's Affirms Ratings; Outlook Stable
MILLICOM INTERNATIONAL: Second General Meeting Today
STOLT OFFSHORE: Sets Extraordinary General Meeting June 30
STOLT OFFSHORE: Sells Serimer Dasa for US$40 Million


N O R W A Y

NORTHERN OFFSHORE: Seeks Restructuring of Bonds Due 2004, 2005
PETROLEUM GEO-SERVICES: Prepares 2003 Accounts Using Local GAAP


P O L A N D

DAM STEEL: Attracts 3 Bidders; Price Tag Raised to HUF5.3 Bln
KOMPANIA WEGLOWA: Government Guarantees PLN400 Million in Aid


R O M A N I A

PETROM SA: Austria's OMV Secures Preferred Bidder Status


R U S S I A

GAGARINSKY TIMBER: Smolensk Court Appoints Insolvency Manager
KAMSKY FACTORY: Proofs of Claim Due July 27
KHABAROVSKY MIXED: Bankruptcy Proceedings Begin
SHADRINSK LIQUOR: Court Sets July 28 Hearing
SOLIGALICH INDUSTRIAL: Under Bankruptcy Supervision Procedure

TVERSKOY COMBINE: Declared Insolvent
UST-KUT-AVIA: Aviation Enterprise Succumbs to Bankruptcy
VYCHINO SAUSAGE: Moscow Court Appoints Insolvency Manager
ZARAYSK-AGRO: Moscow Court Commences Bankruptcy Proceedings


S P A I N

LEVI STRAUSS: Closing Local Plants as Difficulties Intensify


S W I T Z E R L A N D

SWISS INTERNATIONAL: Drops Plan to Join Oneworld


U K R A I N E

AGROZAHIST: Kirovograd Court Appoints Insolvency Manager
APOSTOLOVSKIJ BUTTER: Sets Public Auction of Assets June 21
KAMJANKA' ALCOHOL: Cherkassy Court Appoints Insolvency Manager
LEGION: Under Bankruptcy Supervision Procedure
LIS: Bankruptcy Supervision Procedure Begins

MEAT COMBINE: Deadline for Proofs of Claim June 21
MTS NASINNYA: Zaporizhya Court Prescribes Bankruptcy Procedure
RAJAGROBUD: Proofs of Claim Deadline June 21
SAKTI TOR: Under Bankruptcy Supervision Procedure
UKRFRAHT SERVIS: Court Commences Bankruptcy Proceedings


U N I T E D   K I N G D O M

ARENA MARITIME: General Meeting Set June 28
AUDIO VISUAL: In Administrative Receivership
BAE SYSTEMS: Tenders GBP355 Million Offer for Alvis
BALTIMORE TECHNOLOGIES: Shelves 'Clean Energy Strategy'
BELLBOX LIMITED: Appoints Begbies Traynor Administrator

CANARY WHARF: Brascan's 27% Share Enough to Block Morgan's Plans
C G FRANKLIN: Hires Receivers from Gerald Edelman Business
EQUITABLE LIFE: FSA Bans Former Chief for Six Years
EVENING STANDARD: Expects 2004 to be Another Loss-making Year
GATCHELL HOUSE: Members Meeting Set July 2

GREATER MANCHESTER: Hires DTE Leonard Curtis Administrator
IT ENVIRONMENTS: Names Tenon Recovery Administrator
ITM BUSINESS: In Administrative Receivership
KLCY DEVELOPMENTS: Members General Meeting June 30
LYMPANY SHOPFITTING: Appoints Mazars Administrator

MALTBY GROUP: National Westminster Appoints KPMG Receiver
MANHATTAN DIRECT: Names Liquidator from Mercer & Hole
MARKS & SPENCER: Rejects Revival Acquisitions' Offer
MARKS & SPENCER: On Fitch's Rating Watch Negative
NEW VISION: Names Rothman Pantall & Co Administrator

ROYAL DOULTON: Brains Behind Layoffs Leaves for Unknown Reasons
SOUTHAMPTON INSTITUTE: Hires Ernst & Young Liquidator
TECHKNOL LIMITED: Hires Kroll and F A Simms Administrator
U.K. METAL: Appoints Begbies Traynor Administrator
ULTRA LOGISTICS: Brings in Receivers from Mazars

WATERFORD WEDGWOOD: Moody's Warns of Possible Downgrade
WATERFORD WEDGWOOD: On Standard & Poor's CreditWatch Negative
WESTCOUNTRY CLOTHING: HSBC Bank Appoints Grant Thornton Receiver
W FEIN & SONS: Hires Receivers from PricewaterhouseCoopers
WRINGTON VALE: Calls in Liquidator
YATES GROUP: In Disposal Talks with GI Partners


                            *********


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


KAMPS AG: Management Board Chairman to Leave Group
--------------------------------------------------
Dr. Michael Kern (48), chairman of the management board of Kamps
AG and Werner Herterich (51), member of the board of Kamps AG,
will leave the board by mutual consent in order to pursue new
challenges.  The supervisory board regrets their departure and
wishes both gentlemen all the best in their further professional
and private lives.  Both gentlemen will be connected in
friendship with the Barilla-Group in the future.

Appointed as CEO and new chairman of the management board to
replace Mr. Kern is Nicos Sophocleous (48), who previously
worked for the Barilla-Group; his last stop in the United
States.  Stefan Blaschak (35) has been appointed member of the
board and deputy chairman of the management board effective
October 1, 2004.  Mr. Blaschak will be responsible for Kamps
Brot-und Backwaren.  Stefan Blaschak is currently holding a
position as member of the management board at Hochland AG.

                            *   *   *

Kamps' net loss for the year was cut to EUR33.3 million from
EUR126.8 million in 2002, TCR-Europe reported on March 9.  The
sale of a shareholding in Harry's for EUR300 million enabled
KAMPS AG to completely repay bank loans and reduce gross debt to
EUR578.7 million (2002: EUR841.5 million), now consisting mostly
of bonds.  This improvement in debt profile, earned the company
a "positive" outlook for its 'BB' credit rating.

CONTACT:  KAMPS AG
          Presseabteilung
          Christina Stylianou
          Phone: +49 211 530634-435
          E-mail: christina.stylianou@kamps.de


* Fitch Keeps Negative Outlook for German Life Insurance Sector
---------------------------------------------------------------
Fitch Ratings says German life insurers continue to look on the
bright side of life following record volumes of new business and
an average growth rate of 19% in 2003.  However, Fitch warns
that currently only a few German insurance companies are able to
earn positive margins on this new business, leading the agency
to maintain its Negative Outlook on the sector.

The Negative Outlook, as detailed in the Special Report
published "German Life Insurers: Always Looking on the Bright
Side of Life", is also due to the burden of introducing the new
mortality tables for annuities, new funding requirements for
Protektor together with the new legislation on the guarantee
fund, the introduction of Solvency II and the lapse of tax
benefits.

The report also highlights Fitch's continuing concerns over the
capitalization of the German life insurance sector.  In March
2003, when the DAX hit a year low of 2300, Fitch calculated a
shortage of EUR45 billion to EUR50 billion.  As yet, only a few
players have made the necessary capital increases.  Even after
the recovery of the equity markets, Fitch believes that in order
to ensure the solvency and stability of the German life
insurance industry, the sector still needs EUR20 billion to
EUR30 billion of fresh capital.

Another major concern for Fitch is the still high level of
hidden losses from investments on German life insurers' balance
sheets. Despite the relaxation of valuation rules by BaFin, in
accordance with accountants' guidelines, there was still
approximately EUR6.0 billion of hidden losses in 2003.  Fitch
has previously noted the threat this poses to a large number of
insurers operating in the market, as many German life insurers
were unable, at end-2002, to achieve the legally prescribed
solvency requirements if recalculated based on market values.
However, calculations under German bankruptcy law may show
technical insolvency, as they are based on market values.  The
opinion of leading bankruptcy lawyers has also suggested "free
reserves for premium refunds" (free RfB) are not recognized as
capital in these solvency calculations, while under GAAP they
are.  For these reasons, some life insurance companies could
have been technically insolvent at year-end 2002.  The situation
is further complicated by the apparent lack of a legally binding
definition of technical insolvency for German life insurance
companies.  Fitch expects the industry and the authorities to
clarify the definition in due course.

Due to the inconsistency between German insurance law (VAG),
section 341b HGB, and German corporate bankruptcy law, it may
have been possible at end-2002 for an insurance company with an
acceptable published solvency ratio based on book values to have
an undisclosed negative solvency ratio if market values were
applied.  If the life insurance company makes no other relevant
disclosure and in the absence of a published credit rating, as
is the case for 80% of the German market, the investors and the
policyholders could significantly misunderstand the company's
condition if they focused principally on the published solvency
ratio.

Since the statutory solvency calculation continues to be based
on book, rather than market, values, Fitch believes that ratings
of the insurers' financial strength play an important role in
helping to improve the transparency and interpretation of
insurers' financial results.

Despite the difficulties listed above, Fitch welcomes the
efforts to create a new legal framework for Protektor, the
company set up by the industry at the end of 2002 to absorb
portfolios from troubled insurers, and to introduce a draft law
for a guarantee fund.  The full report (available free of charge
at http://www.fitchratings.com)provides more detail of the
difficulties in setting up a guarantee fund in Germany.

CONTACT:  FITCH RATINGS
          Marco Metzler, London
          Phone: +44 20 7417 4293

          Media Relations:
          Campbell McIlroy, London
          Phone: +44 20 7417 4327


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


ELAN CORPORATION: To Web cast June 17 Annual General Meeting
------------------------------------------------------------
Elan Corporation, plc announced that its annual general meeting
to be held on June 17, 2004 at 10:30 a.m. BST / 5:30 a.m. ET in
The Shelbourne Hotel, St. Stephens Green, Dublin 2, Ireland will
be available by Web cast.  Live audio of the AGM will be
broadcast over the Internet and will be available to investors,
members of the news media and general public.

This event can be accessed by visiting http://www.elan.comand
clicking on the Investor Relations section, then on the event
icon.  The event will be archived and available for replay at
the same URL.


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


BCP CAYLUX: Moody's Affirms Ratings; Outlook Stable
---------------------------------------------------
Moody's affirmed the ratings of BCP Caylux Holdings Luxembourg
S.C.A. as:

(a) Senior Implied at Ba3;

(b) Guaranteed senior revolver, EUR313 million ($380 million)
    due 2009 at Ba2;

(c) Guaranteed senior secured letter of credit facility, EUR187
    million ($227 million) due 2011 at Ba2;

(d) Guaranteed senior secured term loan B, EUR500 million ($608
    million) due 2011at Ba2;

(e) Guaranteed senior secured term loan C, EUR350 million ($425
    million) due 2011 at B1 (the loan was previously EUR250
    million);

(f) Senior unsecured issuer rating at B1;

(g) Guaranteed senior subordinated notes, EUR935 million ($1,135
    million) of U.S. dollar and Euro denominated notes due 2014
    at B2;

It also affirmed the senior unsecured notes of CNA Holdings Inc.
(a subsidiary of Celanese AG) at Ba3, and its supported IRBs at
Ba3.  The outlook for the ratings remains stable.

BCP will use the additional proceeds raised by increasing the
EUR250 million Term Loan C to EUR350 million to reduce the
principal balance of its guaranteed senior subordinated notes to
EUR935 million.  According to Moody's, the secured term loan C
is rated B1 to reflect:

(a) its contractual subordination to EUR1 billion of existing
    credit facilities

(b) the limited asset coverage for holders of the second lien,
    and

(c) the structural subordination to unsecured debt at entities
    closer to the operating companies.

BCP Caylux currently holds over 84% of Celanese A.G.  It is
using the new financing to replace existing bridge loans.


MILLICOM INTERNATIONAL: Second General Meeting Today
----------------------------------------------------
Millicom International Cellular S.A. (Nasdaq:MICC)
(Stockholmsborsen: MIC), on Saturday announced that, in
consideration of the quorum required by law not having been
reached at the annual general meeting of shareholders of
MILLICOM INTERNATIONAL CELLULAR S.A. held on May 25, 2004 to
consider and vote on the agenda item, a second general meeting
of shareholders of the company will be held at the registered
office of the company on July 7, 2004 at 2:30 p.m. to consider
and vote on the following resolution:

"To pass a resolution in accordance with the requirements of
article 100 of the law of August 10, 1915 on commercial
companies, as amended."

Participation in the meeting is reserved to shareholders who
file their intention to attend the meeting by mail and/or return
a duly completed and signed proxy form at the following address:
Millicom International Cellular S.A., 75, route de Longwy, L-
8080 Bertrange, attention: Veronique Mathieu Tel: +352 27 759
287, Fax: +352 27 759 359 not later than Monday July 5, 2004,
5:00 p.m.  Proxy forms for the meeting are available upon
request at the registered office of the company.

Holders of Swedish Depository Receipts wishing to attend or be
represented at the second general meeting via proxy have to
request a power of attorney from Fischer Partners Fondkommission
AB, P.O. Box 16027, SE-103-21 Stockholm, Sweden, Tel: +46 8 463
85 00 and send it duly completed to the following address:
Millicom International Cellular S.A., 75, route de Longwy, L-
8080 Bertrange, attention: Veronique Mathieu Tel: +352 27 759
287, Fax: +352 27 759 359, not later than Monday July 5, 2004,
5:00 p.m.  Holders of Swedish Depository Receipts having
registered their Swedish Depository Receipts in the name of a
nominee must temporarily register the Swedish Depository
Receipts in their own name in the records maintained by VPC AB
in order to exercise their shareholders' rights at the second
general meeting and such registration must be completed not
later than Wednesday June 23, 2004.

Millicom International Cellular S.A. is a global
telecommunications investor with cellular operations in Asia,
Latin America and Africa.  It currently has a total of 16
cellular operations and licenses in 15 countries.  The Group's
cellular operations have a combined population under license of
approximately 387 million people.

CONTACTS:  Millicom International Cellular S.A.
           75, route de Longwy
           L-8080 Bertrange
           Grand Duchy of Luxembourg R.C.S.
           Luxembourg: B-40.630
           Web site: http://www.millicom.com

           Marc Beuls
           President and Chief Executive Officer
           Phone: +352 27 759 327

           Investor Relations
           Andrew Best
           Phone: +44 20 7321 5022


STOLT OFFSHORE: Sets Extraordinary General Meeting June 30
----------------------------------------------------------
Stolt Offshore S.A. (NasdaqNM: SOSA; Oslo Stock Exchange: STO),
announced that it intends to hold an extraordinary general
meeting on June 30, 2004 at 1400 local time, at the offices of
Services Generaux de Gestion S.A., 23, avenue Monterey, L-2086
Luxembourg, for shareholders of record of June 9, 2004 to vote
on the appointment of two new non-executive directors to the
board.  Details of the nominees for Director will be circulated
during the week commencing June 7, 2004.

CONTACT:  STOLT OFFSHORE S.A.
          Julian Thomson
          Fiona Harris
          Phone: (U.K.) +44 1224 718436
          Phone: (U.S.) +1 877 603 0267 (toll free)
          E-mail: julian.thomson@stoltoffshore.com
               Or fiona.harris@stoltoffshore.com

          BRUNSWICK GROUP
          Patrick Handley (UK)
          Tim Payne (US)
          Phone: (U.K.) +44 207 404 5959
          Phone: (U.S.) +1 212 333 3810
          E-mail: phandley@brunswickgroup.com
               Or tpayne@brunswickgroup.com


STOLT OFFSHORE: Sells Serimer Dasa for US$40 Million
----------------------------------------------------
Stolt Offshore S.A. (NasdaqNM: SOSA; Oslo Stock Exchange: STO),
closed the sale of its automatic pipeline welding services
business Serimer Dasa to an investment fund led by Lime Rock
Partners.  The sale will raise approximately US$40 million
before transaction costs.

Tom Ehret, Chief Executive Officer, said, "We are pleased to
have concluded the sale of Serimer Dasa as part of our strategy
to dispose of non-core assets and businesses.  As part of this
agreement, we have entered into a long-term framework agreement
with Serimer Dasa for automatic pipeline welding services on our
ships, barges and fabrication yards and we look forward to
continuing our successful relationship in executing our
construction projects worldwide.  We wish Serimer Dasa
management and staff success in the continuation of their
development under new ownership."

CONTACT:  STOLT OFFSHORE S.A.
          Julian Thomson
          Fiona Harris
          Phone: (U.K.) +44 1224 718436
          Phone: (U.S.) +1 877 603 0267 (toll free)
          E-mail: julian.thomson@stoltoffshore.com
               Or fiona.harris@stoltoffshore.com

          BRUNSWICK GROUP
          Patrick Handley (UK)
          Tim Payne (US)
          Phone: (U.K.) +44 207 404 5959
          Phone: (U.S.) +1 212 333 3810
          E-mail: phandley@brunswickgroup.com
               Or tpayne@brunswickgroup.com


===========
N O R W A Y
===========


NORTHERN OFFSHORE: Seeks Restructuring of Bonds Due 2004, 2005
--------------------------------------------------------------
Northern Offshore Ltd. announced a proposal to restructure its
U.S. dollar denominated 10% Senior Notes due 2005 and Norwegian
krone denominated Floating Rate Notes due 2004.

As previously announced on May 18, 2004, the Company believes a
restructuring of its debt is necessary to allow Northern
Offshore to continue operating.  Following deliberation by the
Board of Directors, the Company is proposing a transaction
whereby the Company's Notes would be exchanged for newly issued
shares of common stock representing 85% of the Company's fully
diluted share capital, with the remaining 15% to be retained by
current shareholders.

The transaction would be consummated under Bermuda law through a
scheme of arrangement and an increase in share capital approved
by Northern Offshore's shareholders.  Additionally, the Company
anticipates repaying the Company's secured debt using a portion
of its existing cash balance such that the Company would be debt
free following the transaction.

The Company believes it is in the best interests of all
stakeholders to implement a restructuring as quickly as
possible.  To that end, the Company is prepared to coordinate
with a Committee of Noteholders to work toward implementing a
consensual transaction.  To facilitate this process, the Company
has prepared a comprehensive due diligence package that will be
available to the Committee under confidentiality agreement and
has hired Houlihan Lokey Howard & Zukin (Europe) Ltd. as its
financial advisor to assist in implementing the plan.

It is the Company's opinion that the implementation of such a
plan is critical to the continued operation of the Company.
Absent a consensual agreement, the Company believes it may be
forced to appoint a Bermuda-based liquidator who will be
responsible for the liquidation of the Company's assets for the
benefit of its creditors.  It is, in the Company's opinion, most
likely that the Company's current equity would have no value and
its unsecured debt would be substantially impaired in such a
liquidation process.

Bermuda, June 1, 2004

The Board of Directors of Northern Offshore Ltd.

CONTACT:  NORTHERN OFFSHORE LTD.
          Tor Olav Troim
          Phone: 44 77 34 97 65 75

          Jon-Aksel Torgersen
          Phone: 47 22 93 60 00

          HOULIHAN LOKEY HOWARD & ZUKIN
          Joseph Swanson, Director
          Phone: 44 20 7747 2727

          Peter Marshall, Director
          Phone: 44 20 7747 2724

          Joseph Cleverdon, Associate
          Phone: 44 20 7747 2735


PETROLEUM GEO-SERVICES: Prepares 2003 Accounts Using Local GAAP
---------------------------------------------------------------
Petroleum Geo-Services ASA (OSE: PGS; OTC: PGEOY) announced
Thursday its Board of Directors will meet on June 16, 2004 to
adopt the recommended Annual Financial Statements for 2003
prepared in accordance with Norwegian generally accepted
accounting principles (Norwegian GAAP Financial Statements).
Earlier, the Company, through the decision of the Oslo Stock
Exchange Appeals Committee of March 31, 2004 (as announced in
the press release dated April 1, 2004), was granted extended
time to adopt the Norwegian GAAP Financial Statements until June
2, 2004.  The Company has applied with the Oslo Stock Exchange
for a further extension until June 16, 2004.

                            *   *   *

Petroleum Geo-Services is a technologically focused oilfield
service company principally involved in geophysical and floating
production services.  PGS provides a broad range of seismic- and
reservoir services, including acquisition, processing,
interpretation, and field evaluation.  Petroleum Geo-Services
owns and operates four floating production, storage and
offloading units.  Petroleum Geo-Services operates on a
worldwide basis with headquarters in Oslo, Norway.  For more
information on Petroleum Geo-Services visit http://www.pgs.com.

CONTACT:  PETROLEUM GEO-SERVICES ASA
          Sam R. Morrow
          Svein T. Knudsen
          Phone:  +47 6752 6400

          Suzanne M. McLeod
          Phone:  +1 281-589-7935


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


DAM STEEL: Attracts 3 Bidders; Price Tag Raised to HUF5.3 Bln
-------------------------------------------------------------
Liquidators of Hungarian DAM Steel Rt have received three bids
from investors willing to takeover the debt-laden company,
according to Budapest Business Journal.

Company appointed liquidator Janos Kovacs said one of the
bidders proposed two alternative price offers depending on
whether or not it is bound to retain all of DAM Steel's 1,100
workers.  The company's asking price now stands at HUF5.3
billion, up from HUF5 billion when it was first offered.

Mr. Kovacs did not name the contenders, but TCR-Europe citing
Europe Intelligence Wire reported last month Ukrainian
Industrial Union of Donbas Corporation is studying the
possibility of making a bid.


KOMPANIA WEGLOWA: Government Guarantees PLN400 Million in Aid
-------------------------------------------------------------
Deputy Minister of Economy Jacek Piechota said a PLN400 million
aid is underway for coal-mining group Kompania Weglowa,
according to Interfax-Europe.

The PLN200 million in liquid assets could be immediately
ploughed into the company.  Another PLN200 million may come by
the end of July, but the specific list of assets is still being
drawn up.  The cabinet will likely take up the matter at their
next meeting, Mr. Piechota said.  According to the report,
speculations are rife that the list could include state-owned
shares in listed copper and silver group KGHM and Polish fuel
refiner PKN Orlen.

The Polish government, is currently trying to reform its mining
sector, and has drawn up a strategic plan.  The latest revision
to the program estimates the needs of Kompania Weglowa at "two
times PLN200 million," according to Mr. Piechota.  The revised
plan calls for the first PLN200 million tranche to be handed
over by end-May.  An additional PLN300 million in fresh capital
and PLN500 million in non-liquid assets are also being
considered for the company.  The initial plan is to distribute
PLN300 million in non-liquid assets in September, and PLN200
million in November.

"Recent analyses suggest that we may be able to resign from the
latter step with the illiquid shares," Mr. Piechota said,
according to the report.


=============
R O M A N I A
=============


PETROM SA: Austria's OMV Secures Preferred Bidder Status
--------------------------------------------------------
The Romanian government has chosen Austrian oil firm OMV AG as
sole bidder for SNP Petrom S.A., its 93%-owned company.  OMV
moved ahead of rival bidder, Hungarian oil and gas giant MOL Rt,
in the contest to acquire a 51% stake in Petrom in a deal
estimated at US$1 billion.

Under the deal, OMV must initially buy a 33.34% stake in the
company and make the necessary investment in order to increase
its holding to 51%.  The sale will go through in June of this
year.

Peter Tordai, head of research at K&H Equities Rt, considers the
deal "risky" for OMV in light of the price and the Romanian
firm's poor asset quality.  He understood that OMV is facing
increased competition in Austria and is therefore trying to
sustain its growth rate by expanding regionally.

"US$1 billion is roughly 25% of the total market cap of OMV, so
they have to be careful.  I expect it will delay all but
absolutely necessary capex investments for as long as possible,"
Mr. Tordai said.

Following the announcement that the government plans to begin
direct negotiations with OMV, Fitch Ratings placed Petrom and
its EUR125 million Eurobond issue's Senior Unsecured 'BB-'
ratings on Rating Watch Positive.  Petrom produces 60% of the
oil consumed in Romania, and controls 28% of the nation's retail
fuel market.


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


GAGARINSKY TIMBER: Smolensk Court Appoints Insolvency Manager
-------------------------------------------------------------
The Arbitration Court of Smolensk region declared LLC Gagarinsky
Timber Industry Combine insolvent and introduced bankruptcy
proceedings.  The case is docketed as A62-549-N/2003.  Mr. V.
Ovchinnikov has been appointed insolvency manager.  Creditors
have until July 27, 2004 to submit their proofs of claim to the
insolvency manager at 215010, Smolensk region, Gagarin, Lenina,
Str.13.

CONTACT:  GAGARINSKY TIMBER INDUSTRY COMBINE
          2151010, Smolensk region, Gagarin, Lesnoy
          location, Mira Str.,2

          Mr. V. Ovchinnikov, Insolvency Manager
          215010, Smolensk region
          Gagarin, Lenina, Str.13


KAMSKY FACTORY: Proofs of Claim Due July 27
-------------------------------------------
The Arbitration Court of Tatarstan Republic declared LLC Kamsky
Factory of Metal Construction insolvent and introduced
bankruptcy proceedings.  The case is docketed as A65-11397/2003-
SG4-21.  Mr. V. Yarmolenko has been appointed insolvency
manager.  Creditors have until July 27, 2004 to submit their
proofs of claim to the temporary insolvency manager at 423802,
Russia, Tatarstan Republic, Naberezhnye Chelny, Post User Box
120.

CONTACT:  KAMSKY FACTORY OF METAL CONSTRUCTION
          Russia, Tatarstan Republic
          Naberezhnye Chelny, BSI-8
          Post User Box 27

          Mr. V. Safonov, Temporary Insolvency Manager
          423802, Russia, Tatarstan Republic, Naberezhnye
          Chelny, Post User Box 120


KHABAROVSKY MIXED: Bankruptcy Proceedings Begin
-----------------------------------------------
The Arbitration Court of Khabarovsk region declared OJSC
Khabarovsky Mixed Fodder Factory insolvent and introduced
bankruptcy proceedings.  The case is docketed as A73-642312003-
37.  Ms. E. Koroleva has been appointed insolvency manager.
Creditors have until July 27, 2004 to submit their proofs of
claim to the insolvency manager at 680020, Russia, Khabarovsk,
Post User Box 10413, to Koroleva E.I.

CONTACT:  KHABAROVSKY MIXED FODDER FACTORY
          680000, Russia, Khabarovsk
          Suvorova Str., 98

          Ms. E. Koroleva, Insolvency Manager
          680020, Russia, Khabarovsk
          Post User Box 10413,
          to Koroleva E.I.


SHADRINSK LIQUOR: Court Sets July 28 Hearing
--------------------------------------------
The Arbitration Court of Kurgan region commenced bankruptcy
supervision procedure on OJSC Shadrinsk Liquor-Vodka Distillery.
The case is docketed as A34-1543/04-C27.  Mr. Y. Safonov has
been appointed temporary insolvency manager.

Creditors are asked to submit their proofs of claim to the
temporary insolvency manager at 109652, Russia, Moscow, Post
User Box 40.  A hearing will take place on July 28, 2004, 10:00
a.m. at the Arbitration Court of Kurgan region.

CONTACT:  SHADRINSK LIQUOR-VODKA DISTILLERY
          641870, Russia, Kurgan region
          Shadrinsk Michaylovskaya str.58

          Mr. Y. Safonov, Temporary Insolvency Manager
          109652, Russia, Moscow, Post User Box 40


SOLIGALICH INDUSTRIAL: Under Bankruptcy Supervision Procedure
-------------------------------------------------------------
The Arbitration Court of Kostroma region commenced bankruptcy
supervision procedure on OJSC Soligalich Industrial Combine.
The case is docketed as A31-2268/18.  Mr. V. Saurenko has been
appointed temporary insolvency manager.

Creditors are asked to submit their proofs of claim to the
temporary insolvency manager at 157800, Russia, Kostroma region,
Nerechta, Lunocharsky str.29, Phone/Fax: (09431) 75765.  A
hearing will take place on September 23, 2004, 9:20 a.m. at the
Arbitration Court of Kostroma region.

CONTACT:  SOLIGALICH INDUSTRIAL COMBINE
          157170, Russia, Kostroma region
          Soligalich, Novozarechnaya str.7
          Phone/Fax: (09436) 51124, 51114

          Mr. V. Saurenko, Temporary Insolvency Manager
          157800, Russia, Kostroma region, Nerechta
          Lunocharsky str.29
          Phone/Fax: (09431) 75765


TVERSKOY COMBINE: Declared Insolvent
------------------------------------
The Arbitration Court of Tver region declared CJSC Tverskoy
Combine of Volumetric-Block Construction insolvent and
introduced bankruptcy proceedings.  The case is docketed as A66-
2512-04.  Mr. V. Labynin has been appointed insolvency manager.
Creditors have until July 27, 2004 to submit their proofs of
claim to the insolvency manager at 170026, Russia, Tver,
Rumynceva Str., 9. Phone/Fax: 8 (0822) 42-83-06.

CONTACT:  TVERSKOY COMBINE OF VOLUMETRIC-BLOCK CONSTRUCTION
          170025, Russia, Tver, Elevator

          Mr. V. Labynin, Insolvency Manager
          170026, Russia, Tver, Rumynceva Str., 9
          Phone/Fax: 8 (0822) 42-83-06


UST-KUT-AVIA: Aviation Enterprise Succumbs to Bankruptcy
--------------------------------------------------------
The Arbitration Court of Irkutsk region declared state aviation
enterprise - air company Ust-Kut-Avia insolvent and introduced
bankruptcy proceedings.  The case is docketed as A19-15421/03-
34.  Mr. V. Safonov has been appointed insolvency manager.

Creditors are asked to submit their proofs of claim to the
insolvency manager at 665664, Russia, Irkutsk region,
Zheleznogorsk-Ilimsky, Post User Box 122.  A hearing will take
place on May 11, 2005 at 10:00 a.m.

CONTACT:  UST-KUT-AVIA
          665780, Russia
          Irkutsk region
          Ust-Kut, Airport

          Mr. V. Safonov, Insolvency Manager
          665664, Russia, Irkutsk region
          Zheleznogorsk-Ilimsky
          Post User Box 122


VYCHINO SAUSAGE: Moscow Court Appoints Insolvency Manager
---------------------------------------------------------
The Arbitration Court of Moscow region commenced bankruptcy
supervision procedure on OJSC Vychino Sausage Manufacturing
Plant.  The case is docketed as A40-8841/04-124-6B.  Mr. V.
Bondarev has been appointed temporary insolvency manager.

Creditors have until June 28, 2004 to submit their proofs of
claim to the temporary insolvency manager at 103684, Russia,
Moscow, Ilinka str.5/2-508A.  A hearing will take place on
August 12, 2004 at the Arbitration Court of Moscow.

CONTACT:  VYCHINO SAUSAGE MANUFACTURING PLANT
          109444, Russia, Moscow
          Ferganskaya str.8, build 2

          Mr. V. Bondarev, Temporary Insolvency Manager
          103684, Russia, Moscow
          Ilinka str.5/2-508A


ZARAYSK-AGRO: Moscow Court Commences Bankruptcy Proceedings
-----------------------------------------------------------
The Arbitration Court of Moscow region declared agricultural
chemistry company OJSC Zaraysk-Agro-Prom-Khimiya insolvent and
introduced bankruptcy proceedings.  The case is docketed as A41-
K2-16006/03.  Mr. V. Bondarev (Moscow) has been appointed
insolvency manager.  Creditors have until July 28, 2004 to
submit their proofs of claim to the insolvency manager at
109012, Russia, Moscow, Ilinka str.5/2-508.

CONTACT:  ZARAYSK-AGRO-PROM-KHIMIYA
          140600, Russia, Moscow region, Zaraysk
          Moscowskaya street, Prirelsovaya base

          Mr. V. Bondarev, Insolvency Manager
          109012, Russia, Moscow, Ilinka str.5/2-508


=========
S P A I N
=========


LEVI STRAUSS: Closing Local Plants as Difficulties Intensify
------------------------------------------------------------
Approximately 453 Spanish workers will lose their jobs as jeans-
maker Levi Strauss & Co. shuts down its sewing plants in Spain
before the end of summer.

According to the Associated Press, Levi Strauss' closure of the
Bonmati and Olvega sewing plants reflects the struggles of the
company over the last seven years.  Mr. Domenico Trizio, senior
director at the group's European operations, said the company
tried its best to keep the plant open, but escalating
manufacturing costs have made this proposition impractical.
Ceasing operations is the only alternative to stop the bleeding.

Despite the problem, Levi's will still continue its operation in
other countries namely Hungary, Poland and Turkey, as well as in
South Africa, Australia and the Philippines.  Since 1997, the
American Company has shut down 42 plants in North America and
Europe and laid off 7,000 employees.  It tried to lower the cost
of its products and hired low-cost contractors in Asia, but
nothing happened.  Last year, in an effort to find a cure to the
company's malady, Levi's brought in Alvarez & Marsal, which
suggested more job cuts and the sale of the Dockers clothing
line -- the last one to generate US$1.75 billion.  Levi's could
use the amount to lower debt, consultants from Alvarez & Marsal
said.


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


SWISS INTERNATIONAL: Drops Plan to Join Oneworld
------------------------------------------------
Swiss International has decided not to proceed with the
envisaged integration of its Swiss TravelClub frequent flyer
program into the Executive Club, its counterpart at British
Airways, under the present conditions.  The sizeable costs of
such an integration and the drawbacks it would bring currently
outweigh its projected mid- to long-term benefits.

As the abandonment of the proposed integration also means that
the bilateral agreement between Swiss and British Airways cannot
be put into practice, Swiss is unable to join the Oneworld
alliance at the present time.

Swiss and British Airways have reached an amicable agreement on
how they now intend to proceed.  Swiss's bilateral commercial
agreements with other Oneworld members remain unaffected by
these developments.

Swiss wishes to continue to offer its best customers an
exclusive and attractive quality frequent flyer program.  Having
carefully analyzed all the circumstances and projected
consequences, SWISS has concluded that the expected costs and
drawbacks of integrating its frequent flyer program into the
British Airways Executive Club outweigh the potential mid- to
long-term benefits offered by such an amalgamation.

Swiss and British Airways have come to an amicable agreement on
how they will now proceed.  The decision does not affect Swiss's
exchange of slots with British Airways.  Five of these slots
also serve as collateral by British Airways on the CHF50
million-credit facility of which Swiss made use in February
2004.  The remaining aspects of Swiss's collaboration with
British Airways will be terminated at the end of the 2004 summer
schedules, with the exception of the codeshare arrangement on
British Airways-operated services between Geneva and London
(Heathrow), which will remain in force for a further three
years.

Swiss remains committed to the effective implementation of the
turnaround plan.

The members of the Swiss TravelClub will continue to benefit
from the bilateral agreements with many other airlines,
including the Oneworld-members among them American Airlines,
Iberia and Finnair.  Swiss TravelClub members can accrual and
redeem miles on all codeshare-flights with these airlines.

CONTACT:  SWISS INTERNATIONAL
          Corporate Communications
          P.O. Box, CH-4002 Basel
          Phone: +41 848 773 773
          Fax: +41 61 582 3554
          E-mail: communications@swiss.com
          Web site: http://www.swiss.com


=============
U K R A I N E
=============


AGROZAHIST: Kirovograd Court Appoints Insolvency Manager
--------------------------------------------------------
The Economic Court of Kirovograd region commenced bankruptcy
supervision procedure on LLC Agrozahist (code EDRPOU 23677395)
on March 22, 2004.  The case is docketed as 10/35.  Arbitral
manager Mr. Salatov Sergij (License Number AA 047823 approved
October 19, 2001) has been appointed temporary insolvency
manager.   Agrozahist holds Account Number 26002180247001 at CB
Privatbank, Kirovograd branch, MFO 323583.

CONTACT:  AGROZAHIST
          25006, Ukraine, Kirovograd
          Malanyuk str., 1-A

          Mr. Salatov Sergij, Temporary Insolvency Manager
          Ukraine, Kirovograd, K. Marks str., 4, body 1
          Phone: (0522) 32-05-01

          THE ECONOMIC COURT OF KIROVOGRAD REGION:
          25006, Ukraine, Kirovograd, Lunacharski str. 29


APOSTOLOVSKIJ BUTTER: Sets Public Auction of Assets June 21
-----------------------------------------------------------
Authorities at the Dnipropetrovsk region (organizer) have set
for public auction the properties of OJSC Apostolovskij Butter
Plant on June 21, 2004 at 10:00 a.m.  It will be held at
Ukraine, Dnipropetrovsk, Komsomolska str., 48, room 3.

The properties for sale is a complex of buildings and
constructions: storehouse building, gatekeeper's office, garage
buildings, office buildings, filtration construction, pit,
telephone line, electrical line, brick toilet, metal pallet with
materials and equipment.  The starting price of the bids is
UAH18,177.58 inclusive of VAT.

To participate, bidders must deposit an amount equivalent to 5%
of the value of the property being sold and pay a registration
fee of UAH17.00 until June 9, 2004.  The amount must be
deposited to Account Number 26009351680100 at Dnipropetrovsk
Branch of JSPPB Aval, MFO 305653, EDRPOU 26252710 of Branch of
the Agency of bankruptcy questions of Dnipropetrovsk region.

Participating individuals for the auction must submit written
statements and competitive proposition to 49000, Ukraine,
Dnipropetrovsk, Komsomolska str., 48, room 3 from 9:00 a.m.
until 6:00 p.m. on June 16, 2004.  For more information about
the auction, call (056) 744-19-31.

CONTACT:  APOSTOLOVSKIJ BUTTER PLANT
          Ukraine, Dnipropetrovsk region, Apostolovo, K. Marks
          str., 3

          Branch of the Agency of bankruptcy questions of
          Dnipropetrovsk region
          49000, Ukraine, Dnipropetrovsk, Komsomolska str., 48,
          room 3


KAMJANKA' ALCOHOL: Cherkassy Court Appoints Insolvency Manager
--------------------------------------------------------------
The Economic Court of Cherkassy region commenced bankruptcy
supervision procedure on Kamjanka' Alcohol Combine (code EDRPOU
00376998).  The case is docketed as 01/1198.  Arbitral manager
Mr. Kaplya Sergij has been appointed temporary insolvency
manager.

Creditors have until June 21, 2004 to submit their proofs of
claim to:

(a) Temporary Insolvency Manager: Ukraine, Cherkassy, Slavi
    str., 4/1
    Phone: 8-050-3305712

(b) ECONOMIC COURT OF CHERCASSY REGION: 18005, Ukraine,
    Cherkassy, Shevchenko avenue, 307

Kamjanka' Alcohol Combine holds Account Number 26008713 at JSPPB
Aval, Smilyanska branch, bank code 000354499.

CONTACT:   KAMJANKA' ALCOHOL COMBINE
            Ukraine, Cherkassy region, Kamjanka, Serdyuk str., 1

            Mr. Kaplya Sergij, Temporary Insolvency Manager:
            Ukraine, Cherkassy, Slavi str., 4/1
            Phone: 8-050-3305712

  ECONOMIC COURT OF CHERCASSY REGION:
  18005, Ukraine, Cherkassy, Shevchenko avenue, 307


LEGION: Under Bankruptcy Supervision Procedure
----------------------------------------------
The Economic Court of Lviv region commenced bankruptcy
supervision procedure on LLC company Legion (code EDRPOU
23274322) on February 18, 2004.  The case is docketed as 6/41-
4/15.  Mr. Krivich R. (License Number AA 669649) has been
appointed temporary insolvency manager.

Creditors have until June 21, 2004 to submit their proofs of
claim to:

(a) Temporary Insolvency Manager: Ukraine, Lviv, Pulyuj str.,
    21/42

(b) ECONOMIC COURT OF LVIV REGION: 79010, Ukraine, Lviv,
    Lichakivska str., 81

Legion holds Account Number 260063001445 at VABank, Lviv branch,
MFO 325763.

CONTACT:  LEGION
          79074, Ukraine, Lviv, Trollejbusna
          str., 10/32 Ukraine, Lviv
          Tugan-Baranovskij str., 24

          Mr. Krivich R., Temporary Insolvency Manager
          Ukraine, Lviv, Pulyuj str., 21/42

          ECONOMIC COURT OF LVIV REGION
          79010, Ukraine, Lviv
          Lichakivska str., 81


LIS: Bankruptcy Supervision Procedure Begins
--------------------------------------------
The Economic Court of Harkiv region commenced bankruptcy
supervision procedure on LLC Lis (code EDRPOU 24348386).  The
case is docketed as 31/24-04.  Arbitral manager Mr. Panasyuk I.
(License Number AA 047594 approved July 3, 2001) has been
appointed temporary insolvency manager.

CONTACT:  LLC LIS
          Ukraine, Harkiv, Gurjivska str., 62

          Mr. Panasyuk I., Temporary Insolvency Manager
          Ukraine, Harkiv, Poltavskij shlyah str., 154/84

          ECONOMIC COURT OF HARKIV REGION:
     61022, Ukraine, Harkiv, Svobodi square, 5,
          Derzhprom, 8th entrance


MEAT COMBINE: Deadline for Proofs of Claim June 21
--------------------------------------------------
The Economic Court of AR Krym commenced bankruptcy supervision
procedure on OJSC Meat Combine of Yevpatoriya (code EDRPOU
00443743).  The case is docketed as 2-8/6750-2004.  Arbitral
manager Mr. Tamashov A. (License Number AA 668286 approved
September 24, 2003) has been appointed temporary insolvency
manager.   Creditors have until June 21, 2004 to submit their
proofs of claim to the Economic Court of AR Krym at 95000,
Ukraine, AR Krym, Simferopol, Karl Marks str., 18.

Meat Combine of Yevpatoriya maintains Account Number 2600331922
at JSCB Ukrsocbank, Yevpatoriya branch, MFO 324076.

CONTACT:  MEAT COMBINE OF YEVPATORIJA
          Juridical address: 97400, AR Krym
          Yevpatoriya, Novoselivske shose, 1

          THE ECONOMIC COURT OF AR KRYM:
          95000, Ukraine, AR Krym, Simferopol,
          Karl Marks str., 18


MTS NASINNYA: Zaporizhya Court Prescribes Bankruptcy Procedure
--------------------------------------------------------------
The Economic Court of Zaporizhya region declared LLC MTS
Nasinnya (code EDRPOU 25217924) insolvent and introduced
bankruptcy proceedings on April 29, 2004.  The case is docketed
as 21/81.  Arbitral manager Mr. Vasiltsov Sergij (License Number
AA 140487) has been appointed liquidator/insolvency manager.

Creditors are asked to submit their proofs of claim to:

(a) Liquidator/Insolvency Manager: 71100, Ukraine, Zaporizhya
    region, Berdyansk, Pratsi avenue, 33/55, office 407;
    Phone: (06153) 7-18-00

(b) ECONOMIC COURT OF ZAPORIZHYA REGION: 69001, Ukraine,
    Zaporizhya, Shaumyana str., 4

MTS Nasinnya holds Account Number 26008010400002 at JSC
Munitsipalnij, MFO 313537.

CONTACT:  MTS NASINNYA
          Ukraine, Zaporizhya region, Berdyansk district,
          Mikolajivka, Lenin str., 33

          Mr. Vasiltsov Sergij, Liquidator/Insolvency Manager
          71100, Ukraine, Zaporizhya region, Berdyansk, Pratsi
          avenue, 33/55, office 407
          Phone: (06153) 7-18-00

          ECONOMIC COURT OF ZAPORIZHYA REGION:
          69001, Ukraine, Zaporizhya, Shaumyana str., 4


RAJAGROBUD: Proofs of Claim Deadline June 21
--------------------------------------------
The Economic Court of Lviv region commenced bankruptcy
supervision procedure on kamjanko-buzka' association Rajagrobud
(code EDRPOU 03585099).  The case is docketed as 6/114-8/71.
Arbitral manager Mr. Kachur Mikola (License Number AA 249590)
has been appointed temporary insolvency manager.

Creditors have until June 21, 2004 to submit their proofs of
claim to:

(a) Temporary Insolvency Manager: 79000, Ukraine, Lviv,
    Butskenuk str., 92b/2

(b) ECONOMIC COURT OF LVIV REGION: 79010, Ukraine, Lviv,
    Lichakivska str., 81

Rajagrobud holds Account Number 26000010258 at Credit-Bank of
Ukraine, Kamjanko-Buzka branch, MFO 325365.

CONTACT:  RAJAGROBUD
          80400, Ukraine, Lviv region, Kamjnko-Buzka,
          Shevchenko str., 76

          Mr. Kachur Mikola, Temporary Insolvency Manager
          79000, Ukraine, Lviv, Butskenuk str., 92b/2

          ECONOMIC COURT OF LVIV REGION:
          79010, Ukraine, Lviv, Lichakivska str., 81


SAKTI TOR: Under Bankruptcy Supervision Procedure
-------------------------------------------------
The Economic Court of Dnipropetrovsk region commenced bankruptcy
supervision procedure on LLC production-commercial enterprise
Sakti Tor (code EDRPOU 23071304) in April.  The case is docketed
as B 40/40/04.  Arbitral manager Mr. Lihopyok Denis (License AA
719847) has been appointed temporary insolvency manager.

Creditors have until June 21, 2004 to submit their proofs of
claim to:

(a) Temporary Insolvency Manager: 49000, Ukraine,
    Dnipropetrovsk, a/b 37
    Phone: (0562) 34-20-68

(b) ECONOMIC COURT OF DNIPROPETROVSK REGION: 49600, Ukraine,
    Dnipropetrovsk, Kujbishev str., 1a

Sakti Tor holds Account Number 26009001659001 at OJSC CB
Prichornomorja, MFO 306759.

CONTACT:  SAKTI TOR
          49054, Ukraine, Dnipropetrovsk, Kirov avenue, 46

          Mr. Lihopyok Denis, Temporary Insolvency Manager
          49000, Ukraine, Dnipropetrovsk, a/b 37
          Phone: (0562) 34-20-68

          ECONOMIC COURT OF DNIPROPETROVSK REGION:
          49600, Ukraine, Dnipropetrovsk, Kujbishev str., 1a


UKRFRAHT SERVIS: Court Commences Bankruptcy Proceedings
-------------------------------------------------------
The Economic Court of Odesa region commenced bankruptcy
supervision procedure on LLC Ukrfraht Servis Ltd (code EDRPOU
31689870) in March.  The case is docketed as 32/14-04-1645.
Arbitral manager Mr. Miroshnichenko S. (License Number AA 250074
approved October 22, 2001) has been appointed temporary
insolvency manager.  Ukrfraht Servis Ltd holds Account Number
26007217541 at MT-Bank, Odesa branch, MFO 328168.

CONTACT:  UKRFRAHT SERVIS LTD
          65058, Ukraine, Odesa, Shevchenko avenue, 31

          ECONOMIC COURT OF ODESA REGION:
          65032, Ukraine, Odesa, Shevchenko avenue, 4


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


ARENA MARITIME: General Meeting Set June 28
-------------------------------------------
There will be a General Meeting of the Members of the Arena
Maritime Limited Company on June 28, 2004 at 10:00 a.m.  It will
be held at the offices of Sutcliffe & Co, 288 High Street,
Dorking, Surrey RH4 1QT.

The purpose of the Meeting is to lay before the Members the
account how the winding up of the Company has been conducted.
Members who want to be represented at the Meeting may appoint
proxies.  Proxy forms must be lodged with Sutcliffe & Co, 288
High Street, Dorking, Surrey RH4 1QT not later than 12:00 noon,
June 27, 2004.


AUDIO VISUAL: In Administrative Receivership
--------------------------------------------
Andrew Tate of Baker Tilly and Graham Peterson of Benedict
Mackenzie have been appointed joint administrative receiver for
Audio Visual Management Limited Company.  The appointment was
made May 20, 2004.

Audio Visual is engaged in financial intermediation.  The
Company's registered office is located at 12 Gleneagles Court,
Brighton Road, Crawley RH10 6AD.

CONTACT:  BAKER TILLY
          9-12 Gleneagles Court, Brighton Road,
          Crawley West Sussex
          Receiver:
          Andrew Tate

          BENEDICT MACKENZIE
          5-6 The Court Yard, East Park,
          Crawley RH10 6AG
          Receiver:
          Graham Peterson


BAE SYSTEMS: Tenders GBP355 Million Offer for Alvis
---------------------------------------------------
Summary

(a) The boards of BAE Systems plc and Alvis plc have agreed to
    the terms of a recommended cash offer for the entire issued
    and to be issued share capital of Alvis, other than those
    Alvis Shares, which BAE Systems already holds, to be made by
    Goldman Sachs International on behalf of BAE Systems outside
    the United States, and by BAE Systems in the United States
    (the Offer).

(b) The Offer for each Alvis Share will be 320 pence in cash,
    and values the existing issued share capital of Alvis at
    approximately GBP355 million.

(c) A Loan Note Alternative will also be made available.

(d) The Offer represents a premium of approximately:

    (i) 15.5% to the closing middle-market price of 277
        pence per Alvis Share on 2 June 2004, the last business
        day prior to the date of this announcement; and

   (ii) 52.0% to the closing middle-market price of 210.5
        pence per Alvis Share on 10 March 2004, the last
        business day prior to the date of the recommended cash
        offer for Alvis by Morgan Stanley & Co. Limited on
        behalf of General Dynamics Holdings Limited (the
        General Dynamics Offer).

(e) The Board of Alvis, who has been so advised by Lazard & Co.,
    Limited, considers the terms of the Offer to be fair and
    reasonable so far as Alvis Shareholders taken as a whole are
    concerned and intends to recommend that Alvis Shareholders
    accept the Offer.  Accordingly, the Board has withdrawn its
    earlier recommendation of the cash offer made by General
    Dynamics on 8 April 2004 at 280 pence per Alvis Share.

(f) BAE Systems currently holds 31,882,534 Alvis Shares,
    representing approximately 28.7% of the existing
    issued share capital of Alvis.  In addition, BAE Systems has
    received an irrevocable commitment to accept the Offer
    in respect of 10,210,469 shares and further irrevocable
    commitments (the CFD Commitments) in respect of up to an
    additional 7,719,152 shares from certain investors who hold
    contracts for differences or other similar arrangements
    (CFDs) in respect of those shares, giving total irrevocable
    commitments over up to 17,929,621 shares (representing
    up to approximately 16.2 percent of Alvis' total issued
    share capital).  There can be no assurance that the shares
    held under the CFD Commitments will be assented to the
    Offer.  Further details of these arrangements are set out in
    Section 4 of Part 2 of this announcement.

(g) With BAE Systems' current shareholding in Alvis having been
    acquired at a cost of 230 pence per share, full acceptance
    of the Offer would result in BAE Systems having paid an
    average price of 294 pence per existing issued Alvis
    Share.

Commenting on the Offer, Mike Turner, Chief Executive of BAE
Systems, said: "BAE Systems has demonstrated a track record in
delivering cost effective through-life support for customers in
the armed forces.  Alvis is a highly successful business with a
major presence in the European land sector.  We believe the
acquisition of Alvis offers substantial opportunities to build
on BAE Systems' support services strategy in the land sector
where the very large equipment base presents opportunities for
business growth and cost reduction to the benefit of customer,
industry and shareholders alike.  By combining the complementary
businesses of Alvis and BAE Systems' RO Defence, the U.K.'s Land
Systems capabilities will be strengthened to the benefit of
future MoD programs and the U.K. Armed Forces."

Commenting on the Offer, Nicholas Prest, Chairman and Chief
Executive of Alvis, said: "BAE Systems is a leading
international defense contractor whose activities complement
those of Alvis.  In view of the significant premium offered by
BAE Systems compared to the offer from General Dynamics, the
Alvis Board recommends acceptance of the Offer."

CONTACT:  BAE SYSTEMS PLC
          George Rose
          Phone:  +44 1252 383 914

          Andy Wrathall (Investor relations)
          Phone:  +44 1252 383 820

          Richard Coltart (Press relations)
          Phone:  +44 1252 384 875

          GOLDMAN SACHS INTERNATIONAL
          (Financial adviser to BAE SYSTEMS)
          Simon Dingemans
          Phone:  +44 20 7774 1000

          BELL POTTINGER
          Charlotte Lambkin
          Phone:  +44 20 7861 3232

          ALVIS
          Nicholas Prest
          Martin Greenslade
          Phone:  +44 20 7808 8888

          LAZARD
          (Financial adviser to Alvis)
          William Rucker
          Phone:  +44 20 7187 2000

          SMITHFIELD
          John Kiely
          Rupert Trefgarne
          Phone:  +44 20 7360 4900


BALTIMORE TECHNOLOGIES: Shelves 'Clean Energy Strategy'
-------------------------------------------------------
Baltimore Technologies plc (BLM) on Thursday announced:

(a) Implementation of clean energy strategy precluded by
    uncertainty created by Acquisitor's disruptive actions as it
    requisitioned a second EGM to remove the Board, after having
    lost the EGM on 6 May;

(b) In the best interest of all shareholders, Board has decided
    to withdraw clean energy strategy;

(c) Board remains committed to preserving and increasing value
    for all shareholders by returning as much cash as possible
    to shareholders through a special dividend while maintaining
    stock exchange listing;

(d) Capital reduction to enable special dividend will be put to
    shareholder vote at forthcoming AGM to be held in July and
    will be subject to court approval;

(e) Board to review alternative proposals from third parties;

(f) Board slimmed down to reflect revised strategy;

(g) Acquisitor to be invited to nominate one non-Executive
    Director to the Board following the AGM;

(h) A Circular giving notice of the AGM will be posted to
    shareholders shortly.

Comment

Bijan Khezri, non-Executive Chairman, said: "It is with regret
that the Board has decided to discontinue its clean energy
strategy, despite the support from independent shareholders at
the EGM held on 6 May.  From the outset, the execution of the
clean energy strategy was predicated around an acquisition,
which has proved impossible to progress in the context of
Acquisitor's disruptive actions.

"In the absence of a deliverable strategy and with no
transparency around Acquisitor's future plans for Baltimore, the
Board concludes that shareholders' interests are best served by
returning their cash while preserving the Company's listing to
create future value for all shareholders.

"Acquisitor has continued to build its stake to over 20% and if
it were to gain control of the Board, by virtue of the Company's
highly fragmented shareholder structure, this would effectively
allow one single minority shareholder to rule all material
decisions.  This cannot be in the interests of all shareholders.
Therefore, the Board has a duty to resist Acquisitor's attempt
to take control without making an offer for the whole Company
and paying a control premium.

"I would like to take this opportunity to thank all of the
outgoing Board members for their outstanding commitment and
contribution during what has been a very difficult period for
the Company."

Rationale for strategic review

It had been the intention of your Board to hold the AGM towards
the end of August, so that a transaction forming the core of the
new strategy could be presented to shareholders.  Acquisitor
Holdings (Bermuda) Ltd.'s actions have disrupted this plan and
denied shareholders the opportunity to consider a tangible
investment proposal.

Despite failing to secure shareholder support for its proposals
at the previous EGM on 6 May 2004, Acquisitor, is again
attempting to remove the entire Baltimore Board and appoint its
own representatives at both the Company's forthcoming AGM and at
a further EGM that they have requisitioned.

These disruptive tactics have frustrated the Board's
implementation of its new strategy, due to the prolonged
uncertainty Acquisitor's actions have created, which have
precluded negotiations with third parties to secure a suitable
acquisition.

Consequently, the Board has had to review its strategy to
preserve value and protect the interests of all shareholders and
has decided that it is no longer in shareholders' best interests
to pursue the new strategy.

The Board continues to believe that it is not in the best
interests of all shareholders to allow Acquisitor to gain
absolute control of the Company by removing the existing
Directors and appointing its own nominees, without making a
formal bid and offering shareholders a premium, or presenting to
shareholders any concrete proposals for the future development
of the Company.

The Board strongly believes that shareholders should be given
the opportunity to vote on alternative proposals, which have
certainty, rather than the undisclosed plans of Acquisitor.
Accordingly, while preserving the listing, the Board proposes to
seek shareholder approval to return as much cash as possible to
shareholders through the means of a capital reduction followed
by the payment of a special dividend, at the earliest
practicable opportunity.

Proposed capital reduction and special dividend

The Board, in conjunction with the Company's advisers, has
considered various methods of returning cash to shareholders.
They have concluded, after considering a number of factors,
including the ability to return funds promptly, that
shareholders will generally be best served by the payment of a
special dividend.

The distributable profits necessary for the payment of the
special dividend will be created through a reduction of capital
comprising the elimination of the profit and loss account of the
Company and the creation of distributable profits through the
cancellation of the share premium account and the utilization of
the warrant reserve of the Company as at the date of the capital
reduction.

The aggregate amount of this intended special dividend will be
determined, after deducting costs and taxation and the ongoing
liabilities of the Baltimore Group, as part of the capital
reduction and will be subject to the confirmation of the
Court.  However, subject to the approval of the capital
reduction by shareholders and confirmation by the Court, the
Directors currently expect that a special dividend will be
declared and paid no later than the end of 2004.  Further
details of the capital reduction and the special dividend will
be set out in a circular to shareholders which will be sent
shortly.

The Board is proposing that the maximum amount of cash should be
returned to shareholders.  However, the Court will require it to
retain sufficient funds to meet all outstanding liabilities and
obligations.

The Board will continue to review alternative proposals from
third parties and following the capital reduction and special
dividend, it will maintain its listing and continue to seek to
crystallize value from all its non-cash assets.

Slimmed-down Board

As a result of its decision not to pursue the new strategy,
combined with its decision to return as much cash as possible to
shareholders, the Board has been streamlined.  David Weaver,
Richard Eyre and James Huston have stepped down with immediate
effect.  John Uttley will continue to chair the Audit Committee
as a non-executive Director.  As previously announced, Denis
Kelly will be stepping down as a director at the AGM. Therefore,
with effect from 2 June 2004, the Board comprises Bijan Khezri
as non-Executive Chairman, Andrew Hunt and John Uttley as non-
Executive Directors and Alfredo Goyanes as Chief Financial
Officer.

It is the Board's intention, following the AGM, to appoint an
additional independent director.  In recognition of its
substantial shareholding and with a desire for a constructive
relationship with Acquisitor, the Board intends to invite
Acquisitor to nominate one non-executive Director.

Timing of Extraordinary General Meeting / Annual General Meeting

In order to save costs, the Board has decided that both the AGM
and the requisitioned EGM will be held on the same day in July,
in the hope that this will bring a speedy conclusion to what has
been a very difficult time for the Company and its shareholders.

About Baltimore Technologies

Following the completion of the disposal of Baltimore
Technologies' core PKI business on 2 December 2003, the
continuing Group's assets consist primarily of cash.

CONTACT:  BALTIMORE TECHNOLOGIES
          Smithfield
          Andrew Hey
          Nick Bastin
          Will Swan
          Phone: +44 (0) 20 7360 4900
          Web site: http://www.baltimore.com


BELLBOX LIMITED: Appoints Begbies Traynor Administrator
-------------------------------------------------------
The Bellbox Limited Company has appointed D Bailey and G N Lee
of Begbies Traynor as joint administrative receivers.  The
appointment was made May 27, 2004.

The Company's registered office is c/0 Begbies Traynor, Elliot
House, 151 Deansgate, Manchester M3 3BP.  Bellbox Limited
manufactures motor vehicles.

CONTACT:  BEGBIES TRAYNOR
          Elliot House,
          151 Deansgate,
          Manchester M3 3BP
          Receivers:
          D Bailey
          G N Lee
          (IP Nos 006739, 009204)


CANARY WHARF: Brascan's 27% Share Enough to Block Morgan's Plans
----------------------------------------------------------------
Brascan's pursuit to gain influence in Canary Wharf advanced
further Wednesday after the Canadian conglomerate increased its
shareholding in the Docklands developer to 19.6%.

Brascan lost the battle to control Canary Wharf to a consortium
of funds led by U.S. bank Morgan Stanley in an auction arranged
by the City Takeover Panel.  Morgan Stanley's 295p cash-and-
shares bid, which values the company at GBP1.7 billion, received
60.9% acceptances two weeks ago, and was declared unconditional.
Brascan's offer, which was made in partnership with the
developer's founder and former chairman Paul Reichmann, was only
275p.

But Brascan on Wednesday bought shares above Morgan Stanley's
offer of 295p.  Combined with Mr. Reichmann's 7.5% stake, their
shareholding now reaches 27%, enough to block Morgan Stanley's
future proposals.  One analyst told The Telegraph: "Part of the
rationale for taking a company private is getting at least 75%
to make sure you can do whatever you want to do."


C G FRANKLIN: Hires Receivers from Gerald Edelman Business
----------------------------------------------------------
The C G Franklin Building Limited Company and the Franklin
Construction Limited have appointed Ian Douglas Yerrill and
Bernard Hoffman of Gerald Edelman Business Recovery as joint
administrative receivers.  The appointment was made May 24,
2004.

The two companies hold office at 3 Hoffmanns way, Chelmsford,
Essex CM1 1GU.  They are engaged in general construction and
civil engineering.

CONTACT:  GERALD EDELMAN BUSINESS RECOVERY
          25 Harley Street,
          London W1G 9BR
          Receivers:
          Ian Douglas Yerrill
          Bernard Hoffman
          (IP Nos 8924, 1593)


EQUITABLE LIFE: FSA Bans Former Chief for Six Years
---------------------------------------------------
The Financial Services Authority (FSA) has concluded that
Christopher Headdon, the former Appointed Actuary and then Chief
Executive of Equitable Life, is not fit and proper to hold a
significant management role at a regulated firm and has banned
him from performing such a role until May 2010.

The prohibition is a result of Mr. Headdon's failure to disclose
a side letter to the FSA that raised questions about the true
value of a reinsurance contract entered into by Equitable Life
Assurance Society.

Andrew Procter, FSA Director of Enforcement, said: "Mr. Headdon
should have provided information to the FSA about the Side
Letter to the reinsurance contract and as a result of his
failure to do so the FSA has concluded that he is not fit and
proper.

"The FSA sets high standards by which we judge senior
management.  This includes the requirement that individuals deal
with the FSA in an open and co-operative way.  Where behavior
falls below our high standards we will take the necessary action
to make sure customers are protected and markets properly
informed."

In 1999 Equitable agreed to bolster its reserves in respect of
its Guaranteed Annuity Rate (GAR) exposure with a reinsurance
arrangement valued at approximately GBP800 million.  That
reinsurance was ultimately provided through a Treaty between
Equitable and the Irish European Reinsurance Company (IRECO).

The Treaty contained a clause that allowed for it to be
renegotiated if withheld claims reached GBP100 million.
Separately, IRECO and Mr. Headdon, on behalf of Equitable,
agreed to a Side Letter that recorded the parties' intentions to
cancel the Treaty if those renegotiations failed.  Cancellation
of the Treaty may have put Equitable in breach of the FSA's
requirements and significantly weakened the regulatory balance
sheet.

In meetings with Equitable the FSA expressed concern about the
renegotiation clause.  Mr. Headdon told the FSA that there was
no intention that reaching the GBP100 million limit should
provide grounds for cancellation and that it was only intended
that the limit should provide a right to review the terms of the
treaty. Mr. Headdon did not mention the proposed Side Letter.

The FSA should have been informed about the Side Letter and Mr.
Headdon's failure to do so was not a matter of inadvertence but
followed from a decision on his part.  Mr. Headdon also prepared
and signed the Annual Regulatory Returns for Equitable without
any qualification in respect of the Side Letter.  Mr. Headdon
has subsequently accepted that it was reasonable for the FSA to
expect to be made aware of the full extent of any agreement
reached between Equitable and IRECO, including any aspects of
the agreement set out in a separate document.


EVENING STANDARD: Expects 2004 to be Another Loss-making Year
-------------------------------------------------------------
The restructuring at Daily Mail & General Trust's London title,
the Evening Standard, has failed anew to turn the company
around, the company admitted, according to The Telegraph.

Evening Standard, which previously made redundant many high-
profile journalists, lost more than GBP10 million last year, and
is expected to lose another GBP5 million in the current year,
finance director Peter Williams said.  This was after the
title's circulation fell 6% to 400,000 and revenues went down
12% in the first six months of Daily Mail's current financial
year.  The company hopes to reverse its fortunes by investing in
new color presses.  It expects the title to return to profit
next year.

On the other hand, Daily Mail's morning paper Metro reaped an
operating profit of GBP50 million, up by GBP14 million, on
turnover of GBP455 million.


GATCHELL HOUSE: Members Meeting Set July 2
------------------------------------------
The Members of Gatchell House Management Limited Company will
have a Meeting on July 2, 2004 at 10:00 a.m.  It will be held at
Mary Street House, Mary Street, Taunton, Somerset TA1 3NW.
The purpose of the Meeting is to lay before the Members the
account how the winding up of the Company has been conducted.
Members who want to be represented at the Meeting may appoint
proxies.


GREATER MANCHESTER: Hires DTE Leonard Curtis Administrator
----------------------------------------------------------
The Greater Manchester Trade Frames Limited Company has
appointed J M Titley and A Poxon as joint administrative
receivers.  The appointment was made May 24, 2004.

CONTACT:  DTE LEONARD CURTIS
          DTE House, Hollins Mount,
          Hollins Lane, Bury, Greater
          Manchester BL9 8AT
          Receivers:
          J M Titley
          A Poxon
          (IP Nos 8617, 8620)


IT ENVIRONMENTS: Names Tenon Recovery Administrator
---------------------------------------------------
S R Thomas and S J Parker of Tenon Recovery have been appointed
joint administrative receivers for IT Environments Limited
Company.  The appointment was made May 26, 2004.  The Company
manufactures non-domestic ventilation and other special trades
construction.

CONTACT:  TENON RECOVERY
          Sherlock House,
          73 Baker Street,
          London W1U 6RD
          Receivers:
          S R Thomas
          S J Parker
          (IP Nos 8920, 8989)


ITM BUSINESS: In Administrative Receivership
--------------------------------------------
Bank of Scotland called in Simon Wilson and David John
Whitehouse of Kroll Limited as receivers for ITM Business
Solutions Limited Company (Reg No 02322311, Trade
Classification: 46).  The application was made May 26, 2004.
The Company maintains office-computing machinery.

CONTACT:  KROLL LIMITED
          1 Oxford Court,
          Bishopsgate,
          Manchester M2 3WR
          Receivers:
          Simon Wilson
          David John Whitehouse
          (Office Holder Nos 008963, 008699)


KLCY DEVELOPMENTS: Members General Meeting June 30
--------------------------------------------------
There will be a General Meeting of the Members of KLCY
Developments Limited Company (formerly Leodien Limited) on June
30, 2004 at 10:30 p.m.  It will be held at the offices of
Begbies Traynor, 30 Park Cross Street, Leeds LS1 2QH.

The purpose of the Meeting is to lay before the Members the
account how the winding up of the Company has been conducted.
Members who want to be represented at the Meeting may appoint
proxies.


LYMPANY SHOPFITTING: Appoints Mazars Administrator
--------------------------------------------------
The Lympany Shopfitting Limited Company has appointed Timothy
Colin Hamilton Ball and Alistair Steven Wood of Mazars as joint
administrative receivers.  The appointment was made May 18,
2004.  The Company is engaged in shop-fitting.

CONTACT:  MAZARS
          Clifton Down House,
          Beaufort Buildings,
          Clifton Down, Clifton,
          Bristol BS8 4AN
          Receivers:
          Timothy Colin Hamilton Ball
          Alistair Steven Wood
          (IP Nos 8018, 7929)


MALTBY GROUP: National Westminster Appoints KPMG Receiver
---------------------------------------------------------
National Westminster Bank Plc called in Allan Watson Graham and
Richard James Philpott of KPMG Corporate Recovery as receivers
for Maltby Group Limited Company (Reg No 00575369, Trade
Classification: 5114).  The application was filed May 25, 2004.
The Company sells industrial equipment.

CONTACT:  KPMG CORPORATE RECOVERY
          St Nicholas House,
          Park Row, Nottingham NG1 6FQ
          Receivers:
          Allan Watson Graham
          Richard James Philpott
          (Office Holder Nos 8719, 9226)


MANHATTAN DIRECT: Names Liquidator from Mercer & Hole
-----------------------------------------------------
At an Extraordinary General Meeting of the Members of the
Manhattan Direct Limited Company on May 20, 2004 held at the
offices of Hoadley & Weaver, 9 Crossways, London road,
Sunninghill, Berkshire SL5 0PL, the Special Resolution to wind
up the Company was passed.  Steven Leslie Smith of Mercer &
Hole, International Press Centre, 76 Shoe Lane, London EC4A 3JB
has been appointed Liquidator for the purpose of such winding-
up.

CONTACT:  MERCER & HOLE
          International Press Centre
          76 Shoe Lane, London EC4A 3JB
          Contact:
          Steven Leslie Smith, Liquidator


MARKS & SPENCER: Rejects Revival Acquisitions' Offer
----------------------------------------------------
Marks & Spencer notes the announcement on Thursday by Revival
Acquisitions in relation to a possible offer for the Group and
confirms that such a proposal has been received by the Board.

The Board of Marks & Spencer, which is being advised by
Citigroup, Morgan Stanley and Cazenove, has met to consider the
proposal.  The Board considers that the proposal significantly
undervalues the Group and its prospects and therefore rejects
the proposal.

Following the appointment of Stuart Rose as Chief Executive on
31 May 2004, the management team is currently in the early
stages of re-examining all aspects of its business in order to
maximize value creation for its shareholders.  Marks & Spencer
shareholders will retain 100% of this value creation.

                            *   *   *

             Statement from Revival Acquisitions

(a) The Proposal

Subject to the conditions set out below, Revival is prepared to
make an offer for the entire ordinary share capital of M&S of
between 290 and 310 pence per ordinary share in cash plus a 25%
interest in the equity of the Revival group in the form of a
listed security.

Lord Stevenson, Chairman of HBOS plc and Pearson plc, has agreed
to become a non-executive director of Revival and to recruit the
remaining independent non-executives including an independent
Chairman.

(b) Conditions precedent to a firm intention to make an offer

Any offer for M&S by Revival would only be made after the
satisfaction of these conditions:

    (i) The offer being recommended by the board of M&S; and

   (ii) A review by Revival, its advisers and financiers of the
        further information outlined below.

The conditions attaching to any formal offer by Revival would be
of the type usually attaching to a recommended cash and share
offer for a U.K. public company.

(c) Information required

In order to confirm the Proposal, Revival will require a review
of only these limited number of items:

    (i) Confirmation that, following the recent issuance of the
        GBP400 million bond, the M&S pension schemes are now
        fully funded (or, if not, by how much and on what basis)
        and details of the current and future annual cash
        contributions being made thereto by M&S;

   (ii) committed capital expenditure, analysed between:

        (a) Simply Food;

        (b) Per Una stand alone;

        (c) Lifestore; and

        (d) other;

  (iii) Trading for the latest six-week period per M&S normal
        reporting; and

   (iv) Disclosure of the terms and conditions of the
        contractual relationship between M&S and George Davies.

The incremental 20 pence per share cash consideration is
dependent on Revival's satisfactory review of item (iv) above.

(d) Financing

Revival has arranged committed financing of GBP9.0 billion in
order to provide for the cash consideration required under the
Proposal and refinance M&S's existing debt.  Philip Green and
his family have committed up to GBP1.05 billion to the equity
funding of this Proposal.  Additional equity funding in the
amount of GBP450 million will be provided by HBOS, Goldman Sachs
and Barclays Capital.  Barclays Capital, Goldman Sachs, Halifax,
Merrill Lynch and Royal Bank of Scotland have confirmed that
debt financing in the amount of GBP7.5 billion is also
committed.

(e) Other matters

Revival is willing to give to the board of M&S the assurances
that are customary in an offer for a U.K. public company
regarding the safeguarding of the existing employment and
pension rights of the employees of M&S.

This announcement is not intended to constitute and is not an
offer, and Revival does not currently have a firm intention to
make such an offer.  Revival reserves the right to waive any or
all of the conditions set out in this announcement.

There can be no certainty that any offer will ultimately be
made.

CONTACT:  MARKS & SPENCER
          Press Inquiries:
          Paul Myners
          Stuart Rose
          Phone: 020 7268 1919

          CITIGROUP
          Robert Swannell
          Ian Hart
          David James
          Phone: 020 7986 4000

          MORGAN STANLEY
          Simon Robey
          Brian Magnus
          Mark Brooker
          Phone: 020 7425 5000

          CAZENOVE
          David Mayhew
          Duncan Hunter
          Richard Wintour
          Phone: 020 7588 2828

          TULCHAN
          Andrew Grant
          Kirstie Hamilton
          Phone: 020 7353 4200

          REVIVAL ACQUISITIONS LIMITED
          Philip Green
          Phone: +44 (0) 20 7339 2257

          FINSBURY
          Rupert Younger
          Phone: +44 (0) 20 7251 3801


MARKS & SPENCER: On Fitch's Rating Watch Negative
-------------------------------------------------
Fitch Ratings on Thursday placed U.K.-based retailer Marks and
Spencer Group plc's, Senior Unsecured rating of 'A' and its
Short-term rating of 'F1' on Rating Watch Negative.

The Rating Watch Negative reflects the announcement that Philip
Green's vehicle, Revival Acquisitions Limited, has made a
possible offer for the entire share capital of M&S.
Consequently, M&S group's leverage is expected to materially
increase.  To fund the bid and "refinance M&S's existing debt"
(the exact timing of this intention remains unspecified), Green
has arranged GBP7.5 billion of debt financing.

However, were Green's bid to fail, there is still likely to be
little comfort to bondholders.  The bid will have shown
shareholders that value exists in the business and they will
want it returned to them in exchange for their continuing
support for the new Chief Executive, Stuart Rose, and his plans
for the group.  Any such return of capital is likely to be
funded through greater leverage, whether through asset disposals
and/or securitizations, thus potentially leaving bondholders
investing in a more highly leveraged entity.

Green's bid stems from the perceived under-performance of the
group versus its principal rivals such as Next plc, as well as
new threats, best exemplified by the increasing clothing offer
of the supermarket chains in the U.K.  M&S has attempted, albeit
slowly, to improve its supply chain, through increased direct
sourcing and a reduced number of U.K. intermediary suppliers.
The bid will be attractive to shareholders, given the reputation
he has earned with both Arcadia and Bhs of aggressively reducing
supplier contract prices while simultaneously extending payment
terms.  This strategy could lead to improvements in M&S's
profitability and consequently facilitate more immediate
repayment of the higher-cost acquisition financing.  If existing
debt is not immediately refinanced, existing cheaper, longer-
dated, M&S debt could remain in place until its maturity.

Fitch's comment on 12 May, entitled 'Attention Bond Investors --
Don't Shop on the High Street without your Covenants', and the
agency's comment specific to M&S on 28 May, highlighted the
relatively weak position of bondholders in the retail sector,
given the level of acquisition activity in the sector to date.
It is not yet clear how this possible acquisition vehicle's debt
will be structured.  The sources for acquisition debt repayment
will probably include property realizations, perhaps
securitization of the financial services outstanding and
increased profits and cash flow.

As Stuart Rose highlighted when his appointment was announced,
it must be remembered that M&S is by no means a failing
business.  Although like-for-like sales growth for FYE04 was
disappointing, having declined 0.4% with a 0.2% loss of U.K.
clothing market share, profitability has increased through
efficiency gains. There are a number of strategies, which could
be implemented to improve performance at M&S, including those
outlined above, but the fundamental challenge will remain --
that of realigning the store's offering to chime with the demand
of consumers in the U.K. high street.

CONTACTS:  FITCH RATINGS
           Jonathan Pitkanen, London
           Phone: + 44 (0) 20 7417 4201

           Frederic Gits
           Phone: +44 (0) 20 7417 4230

           Media Relations:
           Alex Clelland, London
           Phone: +44 20 7862 4084


NEW VISION: Names Rothman Pantall & Co Administrator
----------------------------------------------------
The New Vision Factory Limited Company has appointed Robert
Derek Smailes and Stephen Blandford Ryman of Rothman Pantall &
Co as joint administrative receivers.  The appointment was made
May 24, 2004.  The Company is engaged in other forms of service
activities.

CONTACT:  ROTHMAN PANTALL & CO
          Clareville House,
          26-27 Oxendon Street,
          London SW1Y 4EP
          Receivers:
          Robert Derek Smailes
          Stephen Blandford Ryman
          IP Nos 8975, 4731


ROYAL DOULTON: Brains Behind Layoffs Leaves for Unknown Reasons
---------------------------------------------------------------
The human resources director of troubled pottery Royal Doulton
has left the company in the wake of plans to axe 525 jobs and
close the firm's remaining factory in Stoke-on-Trent.

The Sentinel quoted a Royal Doulton spokesman saying: "We can
confirm that Sue Woodfield left the company at the end of April
and has been replaced by Ms. [Clare] Quinn who has experience of
the retail market."  Ms. Quinn is backed by 12 years experience
in retail personnel.  Her previous jobs are with Poundstretcher,
Matalan and Sainsbury's.

The spokesman explained that Ms. Woodfield was hired only on an
interim basis, and so her departure has been expected.  Royal
Doulton is trying to transform from a mass-volume manufacturer
into a customer-led luxury brand.  In relation to this strategic
shift, Ms. Woodfields axed more than 1,000 employees last year,
mostly in the Potteries.  This coincided with the closure of 200
retail outlets.  The company plans to further reduce local
production workforce to 2%.  The company is currently in talks
with unions regarding redundancy plans.


SOUTHAMPTON INSTITUTE: Hires Ernst & Young Liquidator
-----------------------------------------------------
At an Extraordinary General Meeting of the Southampton Institute
Library Services Limited on May 21, 2004 held at Southampton
Institute, East Park Terrace, Southampton, Hampshire SO14 0YN,
the Special Resolution to wind up the Company was passed.
Patrick Joseph Brazzill and Alan Lovett of Ernst & Young LLP, 1
More London Place, London SE1 2AF have been appointed Joint
Liquidators for the purpose of such winding-up.

CONTACT:  ERNST & YOUNG LLP
          1 More London Place,
          London SE1 2AF
          Contact:
          Patrick Joseph Brazzill, Liquidator
          Alan Lovett, Liquidator


TECHKNOL LIMITED: Hires Kroll and F A Simms Administrator
---------------------------------------------------------
The Techknol Limited Company has appointed G S Johal of Kroll
Limited and R Simms of F A Simms as joint administrative
receivers.  The appointment was made May 27, 2004.  The Company
sells engineering equipment and associated technology.

CONTACT:  KROLL LIMITED
          Aspect Court,
          4 Temple Row, Birmingham B2 5HG
          Receiver:
          G S Johal
          (IP No 5770)

           F A SIMMS & PARTNERS PLC
           Insol House,
           39 Station Road, Lutterworth,
           Leicestershire LE17 4AP
           Receivers:
           R Simms
           (IP No 9252)


U.K. METAL: Appoints Begbies Traynor Administrator
--------------------------------------------------
The U.K. Metal Industries PLC has appointed Gary Bell and R W
Traynor of Begbies Traynor as joint administrative receivers.
The appointment was made May 24, 2004.

The Company's registered office address is located at Elliot
House, 151 Deansgate, Manchester M3 3BP.  U.K. Metal is engaged
in machinery refurbishment.

CONTACT:  BEGBIES TRAYNOR
          Elliot House,
          151 Deansgate,
          Manchester M3 3BP
          Receivers:
          Gary Bell
          R W Traynor
         (IP Nos 8710, 6730)


ULTRA LOGISTICS: Brings in Receivers from Mazars
------------------------------------------------
The Ultra Logistics International Limited Company has appointed
Timothy Colin Hamilton Ball and Alistair Steven Wood of Mazars
as joint administrative receivers.  The appointment was made May
17, 2004.  The Company imports and exports aircraft spare parts.

CONTACT:  MAZARS
          Clifton Down House, Beaufort Buildings,
          Clifton Down, Clifton,
          Bristol BS8 4AN
          Receivers:
          Timothy Colin Hamilton Ball
          Alistair Steven Wood

WATERFORD WEDGWOOD: Moody's Warns of Possible Downgrade
-------------------------------------------------------
Moody's placed the ratings of Waterford Wedgwood under review
for possible downgrade on expectations that the company's core
business will perform significantly below expectations for the
full-year.

The ratings under review are Waterford Wedgwood's senior implied
rating (B1), unsecured issuer rating (B3), and EUR166.0 million
in 9.875% mezzanine notes due 2010 (B3).

Waterford Wedgwood said recently its EBITDA for the year ended
March 31, 2004 will be approximately EUR68.0 million, down
approximately EUR12.0 million from predictions.  The result is
negatively affected by margin pressure and higher than expected
pension costs at Rosenthal, the company's German porcelain
business.

The company also agreed to sell its All-Clad business to French
cookware company SEB for US$250.0 million.  Moody's is aware
that proceeds of the sale will be used to primarily to repay
senior debt ranking ahead of the notes.  While recognizing the
"impressive" debt reductions, the rating agency warned that this
will remove a significant proportion of the company's profit, as
well as a growth asset for the company."

Moody's predicts the disposal of All-Clad, Waterford Wedgwood to
still exhibit total debt/EBITDA of close to 5.0x.  It also
anticipates the company to post consolidated revenues and cash
flow generation that is below expectations for the last year
when it publishes preliminary results on June 17.

Positively, Moody's said the company should benefit from
adequate liquidity over the short-term.


WATERFORD WEDGWOOD: On Standard & Poor's CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services on Thursday placed its 'B+'
long-term corporate credit and 'B-' subordinated debt ratings on
Ireland-based luxury table and dinnerware manufacturer Waterford
Wedgwood PLC on CreditWatch with negative implications.

"The rating actions follow Waterford Wedgwood's announcement of
a weaker-than-expected financial performance in its financial
year 2004, and the group's disposal of All-Clad, its U.S.
cookware division, for $250 million in cash," said Standard &
Poor's credit analyst Vincent Allilaire.

"Although the group will apply all the net cash proceeds from
the transaction to debt reduction, the disposal of All-Clad --
its most profitable and fastest-growing division -- dilutes the
quality of its business."

Prior to adjustments for possible onetime elements linked to
Waterford Wedgwood's ongoing manufacturing restructuring
program, the group's announced performance for financial 2004 --
before or after accounting for the disposal of All-Clad -- does
not meet our expectations for the current ratings.  In
particular, the EUR68 million EBITDA figure disclosed by
Waterford Wedgwood for the financial year ended March 31, 2004,
is below expectations.  Adjusted for operating leases and EUR166
million of post-tax, post-retirement liabilities, the group's
net debt was about EUR624 million at December 31, 2003.

Standard & Poor's aims to resolve the CreditWatch status within
the next eight weeks after meeting with Waterford Wedgwood's
management to discuss the group's ongoing extensive
restructuring of its manufacturing operations, pension costs and
liabilities at its Rosenthal subsidiary, and the prospects for
any improvement in profitability.

Ratings information is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis
system, at http://www.ratingsdirect.com. It can also be found
on Standard & Poor's public Web site at
http://www.standardandpoors.com;under Credit Ratings in the
left navigation bar, select Find Ratings, then Credit Ratings
Search.  Alternatively, call one of the following Standard &
Poor's numbers: London Ratings Desk (44) 20-7176-7400; London
Press Office Hotline (44) 20-7176-3605; Paris (33) 1-4420-6708;
Frankfurt (49) 69-33-999-225; Stockholm (46) 8-440-5916; or
Moscow (7) 095-783-4017.  Members of the media may also contact
the European Press Office via e-mail:
media_europe@standardandpoors.com.

CONTACT:  STANDARD AND POOR'S RATING SERVICES
          Analysts E-mail
          vincent_allilaire@standardandpoors.com
          sunita_kara@standardandpoors.com
          CorporateFinanceEurope@standardandpoors.com


WESTCOUNTRY CLOTHING: HSBC Bank Appoints Grant Thornton Receiver
----------------------------------------------------------------
HSBC Bank Plc called in Nigel Morrison and Richard M Hawes of
Grant Thornton as receiver for Westcountry Clothing Limited
Company (Reg No 041826270, Trade Classification: 1822).  The
application was made May 26, 2004.  The Company manufactures
outerwear.

CONTACT:  GRANT THORNTON
          43 Queen Square,
          Bristol BS1 4QR
          Receivers:
          Nigel Morrison
          Richard M Hawes
          (Office Holder Nos 8938, 8954)


W FEIN & SONS: Hires Receivers from PricewaterhouseCoopers
----------------------------------------------------------
Stephen Andrew Ellis and Nicholas Edward Reed of
PricewaterhouseCoopers LLP have been appointed joint
administrative receivers for W Fein & Sons Limited Company.  The
appointment was made May 26, 2004.

The company's registered office is located at Park View Mills,
Raymond Street, Bradford BD5 8DT.  W Fein & Sons is engaged in
de-hairing of specialty animal fibers and allied materials.

CONTACT:  PRICEWATERHOUSECOOPERS LLP
          Benson House,
          33 Wellington Street,
          Leeds LS1 4JP
          Receivers:
          Stephen Andrew Ellis
          Nicholas Edward Reed
          (IP Nos 1264, 8639)


WRINGTON VALE: Calls in Liquidator
----------------------------------
At an Extraordinary General Meeting of the Members of the
Wrington Vale Consultants Limited Company on May 24, 2004 held
at The Dower House, Church Walk, Wrington, North Somerset BS40
5QQ, the Special Resolution to wind up the Company was passed.
J W Lewis of J W Lewis & Co., Suite B1, White House Business
Centre, Forest Road, Kingswood, Bristol BS15 8NH has been
appointed Liquidator for the purpose of such winding-up.

CONTACT:  J W LEWIS & CO
          Suite B1
          White House Business Centre
          Forest Road, Kingswood,
          Bristol BS15 8NH
          Contact:
          J W Lewis, Liquidator


YATES GROUP: In Disposal Talks with GI Partners
-----------------------------------------------
Pub operator Yates said it is in talks with private equity fund
GI Partners regarding a possible management buyout, The
Telegraph reports.

The talks are led by GI Partners chief executive Mark Jones and
finance director Steven Fowler.  The two are set to receive a
small stake in the business if the transaction pushes through.

But Yates said the offer "may or may not lead to a recommended
offer being made for the company."  It is understood Yates is
still willing to negotiate with other interested parties.

Yates had a pre-tax loss of GBP1.27 million for the six months
to September as sales slump amid tough trading conditions.  To
stem the decline, it invested more than GBP17 million to revamp
98 of its estate of 129 pubs.


                            *********


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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Copyright 2004.  All rights reserved.  ISSN 1529-2754.

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