/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/061229.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Friday, December 29, 2006, Vol. 7, No. 258 Headlines A U S T R I A CAFE-RESTAURANT: Property Manager Declares Insufficient Assets FABSITS & PARTNER: Vienna Court Orders Business Closure FMS SERVICE: Creditors' Meeting Slated for January 17, 2007 GESELLSCHAFT FUER: Vienna Court Orders Business Shutdown MENOX LLC: Creditors' Meeting Slated for January 11, 2007 MPM LLC: Vienna Court Orders Business Shutdown PSP LLC: Claims Registration Period Ends January 2, 2007 B E L G I U M GOODYEAR TIRE: Agrees on New Master Contract with Union PORTOLA PACKAGING: Restructuring Cues Moody's Stable Outlook F I N L A N D BENEFON OYJ: Board of Directors Calls Fifth Financing Tranche BENEFON OYJ: Jonathan Bate Quits as Chief Executive Officer F R A N C E COLFAX CORP: S&P Affirms BB- Ratings & Gives Stable Outlook COOPER COMPANIES: Weak Financial Results Cue S&P's Watch Neg. NEVRAX FRANCE: Gameforge Takes Over Ryzom Developer G E R M A N Y DAIMLERCHRYSLER AG: Union May Grant Health Care Concessions EROTHITAN TITANIMPLANTATE: Claims Registration Ends January 5 EWS ERDWARME: Claims Registration Ends January 6, 2007 GASTHOF DE KRUUKE: Claims Registration Ends January 3, 2007 HEIZUNGS- U SANITARBAU: Claims Registration Ends January 4, 2007 HELMET HOUSE: Claims Registration Ends January 4, 2007 HERGET GMBH: Claims Registration Ends January 4, 2007 HOLZHOF AURICH: Claims Registration Ends January 2, 2007 HONITEC EDV: Claims Registration Ends January 5, 2007 HOERCHER GESELLSCHAFT: Claims Registration Ends January 9, 2007 PRIME 2006-1: Moody's Rates EUR13-Mln Class E1 Notes at (P)Ba2 VISTEON CORP: Names Two Chief Officers to Board of Directors WACHENFELD ROHRLASERTECHNIK: Claims Registration Ends January 4 H U N G A R Y VALEANT PHARMA: Ardea Biosciences Acquires Firm's Assets I R E L A N D DAPHNE FINANCE: Moody's Assigns Ba2 Rating on Class F Notes I T A L Y ALITALIA SPA: Gives Buyer Free Hand to Decide on Redundancies ALITALIA SPA: Italian Cabinet Approves Air Transport Reform ALITALIA SPA: Hikes Year-on-Year Passenger Traffic in November INTERCONFIDI NORDEST: Fitch Affirms & Withdraws Low-B Ratings K Y R G Y Z S T A N ASIAUNIVERSALBANK: Moody's Junks Local Currency Deposit Rating STAR AIR: Creditors Must File Claims by Feb. 15, 2007 L U X E M B O U R G NORTEL NETWORKS: Shareholders Okay US$2.5-Bln Settlement Pact N E T H E R L A N D S GIRASOLAR INC: Sept. 30 Balance Sheet Upside-Down by US$1.4 Mln GRESHAM CAPITAL: Moody's Puts Ba2 Rating on Class E Notes HERBALIFE LTD: Earns US$26 Million in Quarter Ended September 30 N O R W A Y FALCONBRIDGE LTD: Xstrata's Chilean Union Snubs Wage Offer P O L A N D LIONBRIDGE TECH: Refinances Debt Facility with New US$100MM Loan LIONBRIDGE TECHNOLOGIES: Moody's Withdraws Low-B Ratings P O R T U G A L FERRO CORPORATION: Files 2006 Third Quarter Financial Report R U S S I A BENEFON OYJ: Board of Directors Calls Fifth Financing Tranche BENEFON OYJ: Jonathan Bate Quits as Chief Executive Officer DALSVYAZ OAO: Fitch Affirms Issuer Default Rating at B LOCKO-BANK: Fitch Keeps Issuer Default Rating at B- LUKOIL OAO: Sells Astra Jack-Up Rig for US$40.3 Million ROSNEFT OIL: Earns US$2.93 Billion for January-September 2006 ROSNEFT OIL: Hikes Oil & Gas Production in 2006 TRANSNEFT OAO: Forecasts RUR63.6 Billion Net Profit for 2007 VNESHTORGBANK JSC: Arranges US$30-Mln Loan for TAS-Kommerzbank YURGINSKY MASHZAVOD: RUR302-Mln Debt Sends Firm to Bankruptcy S P A I N CHURCH & DWIGHT: Moody's Upgrades Corporate Family Rating to Ba1 MILACRON INC: Inks Five-Year US$105-Mln Loan with GE-Corporate S W E D E N LIONBRIDGE TECH: Refinances Debt Facility with New US$100MM Loan LIONBRIDGE TECHNOLOGIES: Moody's Withdraws Low-B Ratings T U R K E Y T.C. ZIRAAT: Moody's Changes Outlook on E+ FSR to Positive U K R A I N E VNESHTORGBANK JSC: Arranges US$30-Mln Loan for TAS-Kommerzbank U N I T E D K I N G D O M AQUILAE CLO: Moody's Assigns Ba3 Rating on Class E Notes CENTRAL GARDEN: Earns US$65.5 Million in Year Ended Sept. 30 DANKA BUSINESS: Unveils Total Voting Rights as at December 19 FALCONBRIDGE LTD: Xstrata's Chilean Union Snubs Wage Offer FEDERAL-MOGUL: Bankruptcy Court Okays Ernst & Young as Advisors FEDERAL-MOGUL: Trizec to Serve on Asbestos Claimants Panel FEDERAL-MOGUL: Court Sustains Objection on Hill School's Claim FORD MOTOR: Changan Ford Mazda Names Jeffrey Shen as President FORD MOTOR: In Talks with Toyota Execs Over Partnership Deals FORD MOTOR: Inks MOU's with Cooper-Standard and Flex-N-Gate MILACRON INC: Inks Five-Year US$105-Mln Loan with GE-Corporate PEMBRIDGE SQUARE: Moody's Assigns Ba1 Rating on EUR16-Mln Notes PPI TRAINING: Amco Agency Selling IT Training Company REFCO INC: Chapter 11 Plan Effective; Orderly Wind-Up Begins ROYAL STAFFORD: RSM Robson Rhodes Selling Tablemaker SEA CONTAINERS: Posts US$50.9 Million Net Loss in October 2006 SEA CONTAINERS: Files Schedules of Assets and Liabilities SKYEPHARMA PLC: Finalizes GBP35-Million Financing Agreement VOLANTE PUBLIC: Deloitte & Touche Selling Bus Interior Supplier WEIGHT WATCHERS: Begins Self-Tender Offer for 8.3M Common Shares WEIGHT WATCHERS: S&P Places Ratings on Negative CreditWatch * BOOK REVIEW: Wildcatters: A Story of Texans, Oil & Money ********* ============= A U S T R I A ============= CAFE-RESTAURANT: Property Manager Declares Insufficient Assets --------------------------------------------------------------- Dr. Matthias Schmidt, the court-appointed property manager for LLC Cafe-Restaurant am Neuen Markt (FN 165263i), declared Nov. 10 that the Debtor's property is insufficient to cover creditors' claim. The Trade Court of Vienna is yet to rule on the property manager's claim. Headquartered in Vienna, Austria, the Debtor declared bankruptcy on Aug. 16 (Bankr. Case No. 2 S 90/06g). Florian Gehmacher represents Dr. Schmidt in the bankruptcy proceedings. The property manager and his representative can be reached at: Dr. Matthias Schmidt c/o Dr. Florian Gehmacher Dr. Karl Lueger-Ring 12 1010 Vienna, Austria Tel: 533 16 95 Fax: 535 56 86 E-mail: schmidt@preslmayer.at FABSITS & PARTNER: Vienna Court Orders Business Closure ------------------------------------------------------- The Trade Court of Vienna entered Nov. 7 an order closing the business of LLC Fabsits & Partner (FN 229350f). Court-appointed property manager Rainer Boehm recommended the business closure after determining that the continuing operations would reduce the value of the estate. The property manager and his representative can be reached at: Dr. Rainer Boehm c/o Dr. Georg Ch. Auteried Altgasse 21 1130 Vienna, Austria Tel: 876 47 980 Fax: 876 47 98 21 E-mail: office@auteried.at Headquartered in Vienna, Austria, the Debtor declared bankruptcy on Aug. 30 (Bankr. Case No. 4 S 130/06d). George Ch. Auteried represents Dr. Boehm in the bankruptcy proceedings. FMS SERVICE: Creditors' Meeting Slated for January 17, 2007 ----------------------------------------------------------- Creditors owed money by LLC FMS Service (FN 225763f) are encouraged to attend the creditors' meeting at 10:30 a.m. on Jan. 17, 2007, to consider the adoption of the rule by revision. The creditors' meeting will be held at: The Trade Court of Vienna Room 1606 Vienna, Austria Headquartered in Vienna, Austria, the Debtor declared bankruptcy on July 13 (Bankr. Case No. 4 S 112/06g). Brigitte Stampfer serves as the court-appointed property manager of the bankrupt estate. The property manager can be reached at: Dr. Brigitte Stampfer Stadlergasse 27 1130 Vienna, Austria Tel: 877 33 30 Fax: 877 33 30 33 E-mail: ra-stampfer@utanet.at GESELLSCHAFT FUER: Vienna Court Orders Business Shutdown -------------------------------------------------------- The Trade Court of Vienna entered Nov. 7 an order shutting down the business of LLC Gesellschaft fuer Vertriebsunterstuetzung (FN 128503a). Court-appointed property manager Eberhard Wallentin recommended the business shutdown after determining that the continuing operations would reduce the value of the estate. The property manager can be reached at: Dr. Eberhard Wallentin Porzellangasse 4-6 1090 Vienna, Austria Tel: 313 74-0 Fax: 313 74-80 E-mail: office@ksw.at Headquartered in Vienna, Austria, the Debtor declared bankruptcy on Oct. 25 (Bankr. Case No. 4 S 154/06h). MENOX LLC: Creditors' Meeting Slated for January 11, 2007 --------------------------------------------------------- Creditors owed money by LLC Menox (FN 35829s) are encouraged to attend the creditors' meeting at 10:10 a.m. on Jan. 11, 2007, to consider the adoption of the rule by revision and accountability. The creditors' meeting will be held at: The Land Court of Graz Room 222 2nd Floor Graz, Austria Headquartered in Graz, Austria, the Debtor declared bankruptcy on Nov. 10 (Bankr. Case No. 26 S 98/06s). Ulrich Daghofer serves as the court-appointed property manager of the bankrupt estate. The property manager can be reached at: Dr. Ulrich Daghofer Albrechtgasse 3 8010 Graz, Austria Tel: 0316/824342 Fax: 0316/837768 E-mail: ra@daghofer.at MPM LLC: Vienna Court Orders Business Shutdown ---------------------------------------------- The Trade Court of Vienna entered Nov. 10 an order shutting down the business of LLC MPM (FN 267235v). Court-appointed property manager Felix Stortecky declared that the property of the Debtor is insufficient to cover creditors' claim. The property manager can be reached at: Dr. Felix Stortecky Dr.-Karl-Lueger-Place 2 1010 Vienna, Austria Tel: 513 88 37 Fax: 514 35 40 E-mail: ra-stortecky@aon.at Headquartered in Vienna, Austria, the Debtor declared bankruptcy on Oct. 31 (Bankr. Case No. 3 S 146/06z). PSP LLC: Claims Registration Period Ends January 2, 2007 -------------------------------------------------------- Creditors owed money by LLC PSP (FN 264321h) have until Jan. 2, 2007, to file written proofs of claims to court- appointed property manager Christian Kieberger at: Mag. Christian Kieberger Hauptplatz 9 4320 Perg, Austria Tel: 07262/52356 Fax: 07262/523564 Email: office@iura.at Creditors and other interested parties are encouraged to attend the creditors' meeting at 10:00 a.m. on Jan. 15, 2007, to consider the adoption of the rule by revision and accountability. The meeting of creditors will be held at: The Land Court of Linz Room 522 5th Floor Linz, Austria Headquartered in Linz, Austria, the Debtor declared bankruptcy on Nov. 10 (Bankr. Case No. 12 S 98/06h). ============= B E L G I U M ============= GOODYEAR TIRE: Agrees on New Master Contract with Union ------------------------------------------------------- Goodyear Tire & Rubber Co. has reached a tentative agreement with United Steelworkers or USW on a new master contract covering about 12,600 employees at 12 tire and engineered products plants in the United States. The USW is expected to schedule ratification votes at all plants in the coming days. The previous three-year labor agreement expired July 22, 2006. The Goodyear Tire employees who are USW members have been on strike since Oct. 5, 2006. The tentative agreement, which covers workers at 12 tire and engineered products plants in the United States, gives Goodyear & Tire the ability to reduce excess high-cost manufacturing capacity, reduce legacy costs, improve productivity and reduce labor costs consistent with the four point cost reduction plan that was announced to investors in 2005. The tentative agreement: -- Secures retiree medical benefits through an independently administered Voluntary Employees' Beneficiary Association (VEBA) to be launched with an up front US$1 billion contribution from Goodyear & Tire to consist of US$700 million in cash and up to US$300 million in additional cash or common stock at the company's option. Subject to court and regulatory approvals, the VEBA would assume full responsibility for providing retiree medical benefits to all present and future Goodyear USW retirees; -- Consistent with Goodyear & Tire's previously disclosed of plans to exit certain segments of the private label tire business, provides for the closing of the Tyler, Texas, facility after Dec. 31, 2007; -- Delivers substantial improvements in labor costs and productivity through redesign of incentive systems and immediate implementation of market- based wage and benefit levels for all new hires; -- Improves job security and provides capital investments in USW plants of at least US$550 million over the life of the agreement. The 12 master contract plants covered by the tentative agreement are: -- Akron, Ohio; -- Buffalo, New York; -- Danville, Va.; -- Fayetteville, North Carolina; -- Gadsden, Alabama; -- Lincoln, Nebraska; -- Marysville, Ohio; -- St. Marys, Ohio; -- Sun Prairie, Wisconsin; -- Topeka, Kansas; -- Tyler, Texas; and -- Union City, Tennessee. Goodyear & Tire will hold a conference call in January for investors, financial analysts and media to discuss specifics of the new contract if the tentative agreement is ratified by the USW membership. The timing of that call will be announced at a later date. Goodyear & Tire said that its tentative agreement with USW supports its strategy to significantly reduce costs and improve competitiveness in its North American operations. "Our goal was always to reach a fair agreement that improves our ability to compete and win with customers. This agreement would accomplish that goal," said Robert J. Keegan, chairperson and chief executive officer of Goodyear & Tire. Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company (NYSE: GT) -- http://www.goodyear.com/-- is the world's largest tire company. The company manufactures tires, engineered rubber products and chemicals in more than 90 facilities in 28 countries. It has marketing operations in almost every country around the world, including Australia, China, India, Indonesia, Korea, Malaysia, New Zealand, Philippines, Singapore, Taiwan, and Thailand. Goodyear employs more than 80,000 people worldwide, including Indonesia, Australia, China, India, Korea, Malaysia, New Zealand, Philippines, Singapore, Taiwan, and Thailand. The company's European headquarters is based in Brussels, Belgium. * * * The Troubled Company Reporter - Asia Pacific reported that Standard & Poor's Ratings Services placed its 'B+' corporate credit rating on Goodyear Tire & Rubber Co. on CreditWatch with negative implications because of the potential for business disruptions and earnings pressures that could result from the ongoing labor dispute at some of its North American operations. The Troubled Company Reporter - Asia Pacific reported that Fitch Ratings has placed The Goodyear Tire & Rubber Company on Rating Watch Negative. Goodyear's debt and recovery ratings are: -- Issuer Default Rating (IDR) 'B'; -- US$1.5 billion first lien credit facility 'BB/RR1'; -- US$1.2 billion second lien term loan 'BB/RR1'; -- US$300 million third lien term loan 'B/RR4'; -- US$650 million third lien senior secured notes 'B/RR4'; -- Senior Unsecured Debt 'CCC+/RR6'. Goodyear Dunlop Tires Europe B.V. (GDTE) -- US$EUR505 million European secured credit facilities 'BB/RR1'. The Troubled Company Reporter - Asia Pacific reported that Moody's Investors Service confirmed its B1 Corporate Family Rating for The Goodyear Tire & Rubber Company in connection with the rating agency's implementation of its new Probability-of- Default and Loss-Given-Default rating methodology for the U.S. Automotive and Equipment sectors. Additionally, Moody's revised or held its probability-of-default ratings and assigned loss- given-default ratings on these loans and bond debt obligations: Issuer: The Goodyear Tire & Rubber Company Projected Old POD New POD LGD Loss-Given Debt Issue Rating Rating Rating Default ---------- ------- ------- ------ ---------- First Lien Credit Facility Ba3 Ba1 LGD 2 10% Second Lien Term Loan B2 Ba3 LGD 3 35% Third Lien Secured Term Loan B3 B2 LGD 4 63% 11% Senior Secured Notes B3 B2 LGD 4 63% Floating Rate Senior Secured Notes B3 B2 LGD 4 63% 9% Senior Notes B3 B2 LGD 4 63% 6-5/8% Senior Notes B3 B3 LGD 6 94% 8-1/2% Senior Notes B3 B3 LGD 6 94% 6-3/8% Senior Notes B3 B3 LGD 6 94% 7-6/7% Senior Notes B3 B3 LGD 6 94% 7% Senior Notes B3 B3 LGD 6 94% Senior Unsecured Convertible Notes B3 B3 LGD 6 94% Issuer: Goodyear Dunlop Tires Europe B.V. Projected Old POD New POD LGD Loss-Given Debt Issue Rating Rating Rating Default ---------- ------- ------- ------ ---------- Euro Revolving Credit Facilities B1 Ba1 LGD 2 10% Euro Secured Term Loan B1 Ba1 LGD 2 10% Moody's Investors Service also assigned a B2, LGD4, 63% rating to Goodyear Tire & Rubber Company's new US$1 billion offering of unsecured notes. At the same time, the rating agency affirmed Goodyear's Corporate Family Rating of B1 and negative outlook and revised its Speculative Grade Liquidity rating to SGL-2. PORTOLA PACKAGING: Restructuring Cues Moody's Stable Outlook ------------------------------------------------------------ Moody's Investors Service changed the outlook for the ratings of Portola Packaging, Inc. to stable from negative and concurrently affirmed existing ratings including the Caa1 Corporate Family Rating. The change of the ratings outlook to stable from negative acknowledges the improvements realized by Portola's restructuring efforts, which have served to buoy its operations and financial metrics. Moreover, liquidity has remained adequate during difficult periods and is expected to remain adequate throughout the near term. The stable outlook also recognizes the consistency of its dairy, juice, and water businesses, long-term customer relationships coupled with a high percent of business under contract. Anticipated improvement in resin costs and the company's ability to pass through cost increases to customers with moderate lag effects also contribute to the stability of the ratings outlook. There is an expectation of modestly higher spending on research and development as well as a reallocation of and potential increase in capital expenditures to support growth and manufacturing projects. The stable outlook also incorporates the expectation of no material litigation during fiscal 2007 and includes some likely increase in working capital requirements primarily due to the timing of larger projects late in fiscal 2006 that run into 2007. Should the company continue to perform according to expectations, Moody's believes that a positive outlook change could be considered during the near term. Specifically, sustained improvement in free cash flow to debt in the mid- single digits coupled with EBIT coverage of interest expense in excess of 1x, and modest improvement in margins and returns above current levels could trigger a more favorable change in the outlook and/or the ratings. Given Portola's weak, albeit improved, financial profile, there is little tolerance for negative variance under operating and financial expectations. Any deterioration in performance, change in business strategy, or meaningful reduction in liquidity could put negative pressure on the outlook and ratings. The affirmation of the Portola's Caa1 CFR reflects Portola's ongoing business challenges in many of its segments which pressure volume and margins due to weak demand in the cosmetics/fragrances/toiletries markets at Tech, general mix and volume concerns globally, and inflationary costs. While acknowledging that major restructuring is likely behind Portola for most of its businesses, certain segments remain impaired and in need of further realignment - namely, Tech, the UK, and to a lesser extent, the Mexican operations. The application of Moody's Global Packaging Manufacturers Rating Methodology yields a Caa1 indicated CFR, which is consistent with the actual rating. Weak scores in Financial Leverage and Interest Coverage as well as in Competitive Position are the principal drivers of the rating. Moody's affirmed these ratings: -- B1 rating for the US$60 million Guaranteed Senior Secured Revolver, LGD-2, 11% -- Caa2 rating for the US$180 million Guaranteed Senior Unsecured Notes due 2012, LGD-4, 65% -- Caa1 Corporate Family Rating -- Caa1 Probability of Default Rating The ratings outlook changed to stable from negative. Portola Packaging Inc. -- http://www.portpack.com/-- designs, manufactures and markets tamper evident plastic closures used in dairy, fruit juice, bottled water, sports drinks, institutional food products and other non-carbonated beverage products. The company also produces a wide variety of plastic bottles for use in the dairy, water and juice industries, including various high density bottles, as well as five-gallon polycarbonate water bottles. In addition, the company designs, manufactures and markets capping equipment for use in high speed bottling, filling and packaging production lines. The company is also engaged in the manufacture and sale of tooling and molds used in the blow molding industry. The company has locations in China, Mexico and Belgium. ============= F I N L A N D ============= BENEFON OYJ: Board of Directors Calls Fifth Financing Tranche ------------------------------------------------------------- The Board of Directors of Benefon Ojj has decided to call the fifth tranche of financing according to financing commitment disclosed on Sept. 28, 2006. Previous Tranches Disclosure and Raise Date ----------------- ------------------------- Tranche 1 Oct. 3 Tranche 2 Oct. 24 Tranche 3 Nov. 7 Tranche 4 Nov. 27 The fourth tranche has been fully paid and the Board has also accepted the subscriptions of option rights 2006A. The Board decided to raise an interest free loan a total amount of EUR1.5 million from Luben Limited and in connection with the loan issue 2,250,000 option rights to Luben Limited. The loan is interest free and it falls due for repayment in four equal arrears during 2009-2012 on the annual due date of June 30. The Company will be entitled to repay the loan before its maturity either as a whole or in part. The option rights are of series 2006B and will be given without charge. Each option right gives the right to subscribe for one new investment series share of the company at a subscription price of EUR0.10. Of each new share EUR0.01 is to be booked to company's share capital and the remainder to invested unrestricted equity fund. As a result of subscription of the shares company's share capital may increase by a maximum of EUR22,500 and invested unrestricted equity fund by EUR202,500. The option rights may be exercised during the share subscription period between Feb. 1, 2007, and Dec. 31, 2012. Subscription period for the option rights and the loan begins on Dec. 15, 2006, and ends on Jan. 3, 2007. About Benefon Headquartered in Salo, Finland, Benefon Oyj -- http://www.benefon.com/-- provides mobile telematics solutions saving lives, securing assets and improving field management. The company also operates in the Czech Republic, Russia and the U.K. At Dec. 31, 2005, Benefon Oyj's had EUR4.97 million in total assets and EUR7.30 million in total liabilities, resulting in a EUR2.33 million stockholders' deficit. BENEFON OYJ: Jonathan Bate Quits as Chief Executive Officer ----------------------------------------------------------- Jonathan Bate has resigned as Chief Executive Officer of Benefon Oyj with immediate effect. The Board accepts his resignation and releases him from his duties. The Board of Directors is actively conducting a search for a new Chief Executive Officer. During the search, Tomi Raita, Chief Operating Officer and former Chief Executive of Benefon will assume the responsibilities of Chief Executive Officer. About Benefon Headquartered in Salo, Finland, Benefon Oyj -- http://www.benefon.com/-- provides mobile telematics solutions saving lives, securing assets and improving field management. The company also operates in the Czech Republic, Russia and the U.K. At Dec. 31, 2005, Benefon Oyj's had EUR4.97 million in total assets and EUR7.30 million in total liabilities, resulting in a EUR2.33 million stockholders' deficit. =========== F R A N C E =========== COLFAX CORP: S&P Affirms BB- Ratings & Gives Stable Outlook ----------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Colfax Corp. to stable from positive. At the same time, Standard & Poor's affirmed the 'BB-' corporate credit and secured bank loan ratings. "The outlook revision follows Colfax's announcement of its planned acquisition of Lubrication Systems Company and resulting debt leverage that exceeds our expectations required for a higher rating," said Robert Wilson Standard & Poor's credit analyst. The meaningful debt increase from the proposed acquisition results in a financial profile commensurate with the current rating. The ratings on Richmond, Virginia-based Colfax, a leading marketer and manufacturer of pump products to the oil and gas and power generation industries, among others, reflect the company's weak business profile. Also, the company's financial policy remains aggressive. Colfax is expected to continue to invest in its fluid-handling segment, where it maintains leading niche positions, albeit in mature markets. Colfax has operations in India, Germany and France. COOPER COMPANIES: Weak Financial Results Cue S&P's Watch Neg. ------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Lake Forest, California-based specialty medical device maker Cooper Companies Inc., including the 'BB' corporate credit rating, on CreditWatch with negative implications. "The CreditWatch listing reflects the company's weak fiscal 2006 fourth quarter and its downward revision in guidance for 2007, the most recent in a succession of lowered expectations," explained Standard & Poor's credit analyst Cheryl Richer. Prospectively, lower cash flow will limit Cooper's ability to pay down debt as quickly as we had anticipated. Contributing to the 3% constant currency drop over the 2005 period were delays in the consolidation of U.S. distribution facilities, a more complex silicone hydrogel ramp up than expected, and a slowdown in global demand for soft contact lenses. Furthermore, as the market transitions to silicone hydrogel lenses, estimated by Cooper to be 44% of new patient fits, the inability to capture customers translates into lost market share opportunities given that historical switching patterns are low. The 'BB' rating reflects Cooper's largely single product line focus and its need to compete against much larger players. This is partially offset by its solid No. 3 position (18% global market share) in the US$4 billion soft contact lens industry. The company is exposed to technology changes, as well as the risks inherent in integrating its largest ever acquisition (Ocular Sciences Inc.), made in January 2005--a process expected to span three years. Despite the recent slowdown in demand (which could be attributed to inventory build up), Cooper benefits from favorable industry demographics, a growing teen population (the primary users), increased incidence of myopia, and continued improvement in soft contact lens visual acuity, comfort, and care. Standard & Poor's will meet with management to discuss its strategy in addressing our concerns. S&P expects to resolve the CreditWatch listing in January. The company has operations in Japan, Australia and France. NEVRAX FRANCE: Gameforge Takes Over Ryzom Developer --------------------------------------------------- Gameforge AG is taking over "The Saga of Ryzom" as well as the French developer studio Nevrax France SARL. The business operations will be transferred to the newly founded Gameforge SARL, headquartered in Paris, which will become a 100% sister company of Gameforge AG. Nevrax has been developing and operating "The Saga of Ryzom," the first third generation client-based Massively Multiplayer Online Role Playing Game (MMOG). This game differs from other games by its innovative concept and the individual world it creates. This fantasy game has a loyal group of followers in its German, English and French localized version and has become one of the fixtures in the MMOG scene. "We gambled and took over an excellent product as well as qualified employees. In addition, we opened an office in France, one of our most important markets. We just had to do it," says Klaas Kersting, CEO and founder of Gameforge AG. Gameforge AG has a base community of more than 4.5 million active players worldwide, thus offering a solid start point for "The Saga of Ryzom". Gameforge's subsidiary Gameforge 4D is already an active publisher of MMOG. "We will work hard in cooperation with our future employees on further developing the game and offering our players a truly fantastic product in the process. Our competencies in community management, marketing and publishing benefit this project greatly," states Mr. Kersting. Gameforge AG opens its first foreign office with this French branch in Paris. About Gameforge AG Headquartered in Karlsruhe, Germany, Gameforge AG develops and publishes "Massively Multiplayer Online Games". The company also licenses, internationalizes and markets products for worldwide publishing. The products are adapted to the linguistic and cultural needs of the different markets and promoted with cross-media and viral marketing campaigns, adapted to target groups. An essential basis for the development and success of viral marketing are the huge communities that carry these games. Very experienced community managers support each game and ensure that each user enjoys high quality support in his or her own language. Gameforge games are of high technological quality. The developers keep the games constantly on the cutting edge of technology, developing new features and thus ensuring permanent fun for the users. An additional business branch is added by publishing client- based MMOG for the European market. The 100% subsidiary, Gameforge4D GmbH, localizes these products into different languages and introduces them to individual markets. Gameforge has 45 employees as of the end of 2006. About Nevrax Founded in early 2000, Paris-based Nevrax France SARL is an online game and software development company that specializes in Massively Multi Players' Online Games. Utilizing NeL, its open source platform, NEVRAX's team of 50+ engineers and designers are nearing the completion of their first MMORPG, a Science Fantasy game entitled, "The Saga of Ryzom". Ryzom is an innovative MMORPG, which has been developed since the year 2000 by the independent studio, Nevrax. For the past two years Ryzom has been marketed and sold to gamers, developing a fiercely loyal fanbase. As reported in the TCR-Europe on Dec. 7, Nevrax, which launched The Saga of Ryzom in September 2004, was forced to file bankruptcy proceedings at the commerce tribunal "due to market conditions and other unforeseen circumstances". ============= G E R M A N Y ============= DAIMLERCHRYSLER AG: Union May Grant Health Care Concessions ----------------------------------------------------------- United Auto Workers president Ron Gettelfinger said the union may grant health-care cost concessions to DaimlerChrysler AG's Chrysler Group after the automaker posted US$1.5 billion net loss in the third quarter, published reports say. Mr. Gettelfinger in a radio interview with Detroit radio station WJR, said that the union is conducting an independent financial study, just like what the union did with General Motors Corp. and Ford Motor Company. The study will evaluate DaimlerChrysler's actual financial standing before the union will decide to offer concessions. The UAW, however, encounters difficulty in finding financial data it needs. GM, Ford, and DaimlerChrysler started asking for concessions in 2005, but Chrysler's plea was denied because of its relative financial health at that time, MarketWatch reports. About DaimlerChrysler Based in Stuttgart, Germany, DaimlerChrysler AG -- http://www.daimlerchrysler.com/-- develops, manufactures, distributes, and sells various automotive products, primarily passenger cars, light trucks, and commercial vehicles worldwide. It primarily operates in four segments: Mercedes Car Group, Chrysler Group, Commercial Vehicles, and Financial Services. The Chrysler Group segment offers cars and minivans, pick-up trucks, sport utility vehicles, and vans under the Chrysler, Jeep, and Dodge brand names. It also sells parts and accessories under the MOPAR brand. The Chrysler Group is facing a difficult market environment in the United States with excess inventory, non-competitive legacy costs for employees and retirees, continuing high fuel prices and a stronger shift in demand toward smaller vehicles. At the same time, key competitors have further increased margin and volume pressures -- particularly on light trucks -- by making significant price concessions. In addition, increased interest rates caused higher sales & marketing expenses. In order to improve the earnings situation of the Chrysler Group as quickly and comprehensively, measures to increase sales and cut costs in the short term are being examined at all stages of the value chain, in addition to structural changes being reviewed as well. Outlook As reported in the TCR-Europe on Oct. 30, DaimlerChrysler said it expects a slight decrease in worldwide demand for automobiles in the fourth quarter and thus slower market growth than in Q4 2005. For full-year 2006, the company anticipates market growth of around 3%. It expects unit sales in 2006 to be lower than in the previous year (4.8 million units). On Sept. 15, DaimlerChrysler reduced the Group's operating- profit target for 2006 to an amount in the magnitude of US$6.3 billion. Although the company now has to assume that the profit contribution from EADS will be US$0.3 billion lower than originally anticipated because of the delayed delivery of the Airbus A380, DaimlerChrysler is maintaining this earnings target due to very positive business developments in the divisions Mercedes Car Group, Truck Group and Financial Services. EROTHITAN TITANIMPLANTATE: Claims Registration Ends January 5 ------------------------------------------------------------- Creditors of Erothitan Titanimplantate Aktiengesellschaft have until Jan. 5, 2007, to register their claims with court- appointed provisional administrator Sebastian Nolte. Creditors and other interested parties are encouraged to attend the meeting at noon on Jan. 24, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court Meiningen Hall A 0105 Linden Avenue 15 Meiningen, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Meiningen opened bankruptcy proceedings against Erothitan Titanimplantate Aktiengesellschaft on Nov. 17. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: Erothitan Titanimplantate Aktiengesellschaft Attn: Wolfgang Roth, Manager Auenstrasse 3-5 98529 Suhl, Germany The administrator can be contacted at: Sebastian Nolte Peterstrasse 5 99084 Erfurt, Germany EWS ERDWARME: Claims Registration Ends January 6, 2007 ------------------------------------------------------ Creditors of EWS Erdwarme-Systemtechnik GmbH & Co. KG have until Jan. 6, 2007, to register their claims with court-appointed provisional administrator Frank Kebekus. Creditors and other interested parties are encouraged to attend the meeting at 9:00 a.m. on Jan. 26, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Paderborn Meeting Room 230a 2nd Floor Bogen 2-4 33098 Paderborn, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Paderborn opened bankruptcy proceedings against EWS Erdwarme-Systemtechnik GmbH & Co. KG on Dec. 1. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: EWS Erdwarme-Systemtechnik GmbH & Co. KG Leihbuehl 21 33165 Lichtenau, Germany Attn: Guenter Benik and Oliver Kohlsch, Managers Geibelstrasse 2 33129 Delbrueck, Germany The administrator can be contacted at: Dr. Frank Kebekus Liboriberg 21 33098 Paderborn, Germany GASTHOF DE KRUUKE: Claims Registration Ends January 3, 2007 ----------------------------------------------------------- Creditors of Gasthof de Kruuke Vonderman KG have until Jan. 3, 2007, to register their claims with court-appointed provisional administrator Holger Zbick. Creditors and other interested parties are encouraged to attend the meeting at 9:30 a.m. on Jan. 17, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court Nordhorn Hall 42 Seilerbahn 15 48529 Nordhorn, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Nordhorn opened bankruptcy proceedings against Gasthof de Kruuke Vonderman KG on Nov. 27. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: Gasthof de Kruuke Vonderman KG Attn: Werner Alexander Marcus Vonderman, Manager Frensdorfer Road 3 49828 Neuenhaus, Germany The administrator can be contacted at: Holger Zbick Marktplatz 2-4 48712 Gescher, Germany Tel: 02542/9178-10 Fax: 02542/9178-28 E-mail: inso@zbick-deckert.de HEIZUNGS- U SANITARBAU: Claims Registration Ends January 4, 2007 ---------------------------------------------------------------- Creditors of Heizungs- u. Sanitarbau Borchardt GmbH have until Jan. 4, 2007, to register their claims with court-appointed provisional administrator Jens Koeke. Creditors and other interested parties are encouraged to attend the meeting at 9:00 a.m. on Jan. 23, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Goettingen Hall B11 Maschmuehlenweg 11 37073 Goettingen, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Goettingen opened bankruptcy proceedings against Heizungs- u. Sanitarbau Borchardt GmbH on Nov. 1. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: Heizungs- u. Sanitarbau Borchardt GmbH Baseuber 6 37115 Duderstadt, Germany The administrator can be contacted at: Jens Koeke Obere Karspuele 36 37073 Goettingen, Germany Tel: 0551/5085920 Fax: 0551/5085921 HELMET HOUSE: Claims Registration Ends January 4, 2007 ------------------------------------------------------ Creditors of Helmet House GmbH have until Jan. 4, 2007, to register their claims with court-appointed provisional administrator Biner Bahr. Creditors and other interested parties are encouraged to attend the meeting at 10:20 a.m. on Jan. 25, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Duesseldorf Area A 341 3rd Floor Muehlenstrasse 34 40213 Duesseldorf, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Duesseldorf opened bankruptcy proceedings against Helmet House GmbH on Nov. 29. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: Helmet House GmbH Reisholzer Werftstr. 19 40589 Duesseldorf, Germany Attn: Winfried Klar, Manager Eisvogelring 53 26135 Oldenburg, Germany The administrator can be contacted at: Dr. Biner Bahr Graf-Adolf-Place 15 40213 Duesseldorf, Germany HERGET GMBH: Claims Registration Ends January 4, 2007 ----------------------------------------------------- Creditors of Herget GmbH have until Jan. 4, 2007, to register their claims with court-appointed provisional administrator Wilhelm Oelert. Creditors and other interested parties are encouraged to attend the meeting at 9:00 a.m. on Feb. 15, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Darmstadt Room 4.312 4th Floor Building D Mathildenplatz 15 64283 Darmstadt, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Darmstadt opened bankruptcy proceedings against Herget GmbH on Nov. 21. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: Herget GmbH Leipziger Road 23 64372 Ober-Ramstadt, Germany Attn: Gunter Herget, Manager Hofgasse 11 64372 Ober-Ramstadt, Germany The administrator can be contacted at: Wilhelm Oelert Baustrasse 17 64372 Ober-Ramstadt, Germany Tel: 06154/630848 Fax: 06154/630850 HOLZHOF AURICH: Claims Registration Ends January 2, 2007 -------------------------------------------------------- Creditors of Holzhof Aurich GmbH Holzbearbeitung und Holzverarbeitung have until Jan. 2, 2007, to register their claims with court-appointed provisional administrator Bernward Widera. Creditors and other interested parties are encouraged to attend the meeting at 9:45 a.m. on Feb. 13, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Chemnitz Hall 24 Law Courts Prince Road 21 Chemnitz, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Chemnitz opened bankruptcy proceedings against Holzhof Aurich GmbH Holzbearbeitung und Holzverarbeitung on Nov. 21. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: Holzhof Aurich GmbH Holzbearbeitung und Holzverarbeitung Attn: Anja Aurich, Manager Bahnhof 4 08223 Gruenbach-Muldenberg, Germany The administrator can be contacted at: Bernward Widera Buttenstrasse 4 08058 Zwickau, Germany E-mail: widera@zwickau-net.de HONITEC EDV: Claims Registration Ends January 5, 2007 ----------------------------------------------------- Creditors of HoNiTec EDV-Vertrieb und Zubehor GmbH have until Jan. 5, 2007, to register their claims with court-appointed provisional administrator Hans Joerg Ittenbach. Creditors and other interested parties are encouraged to attend the meeting at 9:20 a.m. on Jan. 22, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Saarbruecken Meeting Room 13 1st Floor Branch Office Sulzbach Vopeliusstrasse 2 66280 Sulzbach, Germany The Court will also verify the claims set out in the administrator's report at 8:45 a.m. on Feb. 5, 2007, at the same venue. The District Court of Saarbruecken opened bankruptcy proceedings against HoNiTec EDV-Vertrieb und Zubehor GmbH on Dec. 1. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: HoNiTec EDV-Vertrieb und Zubehor GmbH Attn: Harald Hobstetter and Michael Nisius, Managers Brckenstrasse 18 66763 Dillingen, Germany The administrator can be contacted at: Dr. Hans Joerg Ittenbach Faktoreistrasse 4 66111 Saarbruecken, Germany HOERCHER GESELLSCHAFT: Claims Registration Ends January 9, 2007 --------------------------------------------------------------- Creditors of Hoercher Gesellschaft fuer Anlagenbau und Energiesysteme mbH have until Jan. 9, 2007, to register their claims with court-appointed provisional administrator Stephanie Pidun. Creditors and other interested parties are encouraged to attend the meeting at 10:30 a.m. on Feb. 20, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Reinbek Park Avenue 6 21465 Reinbek, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Reinbek opened bankruptcy proceedings against Hoercher Gesellschaft fuer Anlagenbau und Energiesysteme mbH on Nov. 27. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: Hoercher Gesellschaft fuer Anlagenbau und Energiesysteme mbH Attn: Olaf Hoercher, Manager Hollanderkoppel 23-25 23858 Reinfeld, Germany The administrator can be contacted at: Stephanie Pidun Jungfernstieg 51 20354 Hamburg, Germany PRIME 2006-1: Moody's Rates EUR13-Mln Class E1 Notes at (P)Ba2 -------------------------------------------------------------- Moody's assigned provisional ratings to these five classes of Notes to be issued by Prime 2006-1 Funding Limited Partnership: -- EUR119,600,000 Class A1 Floating Rate Notes: (P)Aaa; -- EUR15,000,000 Class B1 Floating Rate Notes: (P)Aa3; -- EUR20,000,000 Class C1 Floating Rate Notes: (P)A3; -- EUR13,900,000 Class D1 Floating Rate Notes: (P)Baa3; and -- EUR13,000,000 Class E1 Floating Rate Notes: (P)Ba2. Prime 2006-1 Funding Limited Partnership will also issue EUR15,000,000 Class F Notes which are not rated by Moody's. The ratings address the expected loss posed to investors by the legal final maturity in August 2015. In this transaction, Prime 2006-1 Funding Limited Partnership will refinance a static portfolio comprising 29 profit participation agreements (Genussscheine) of German small and medium sized corporate borrowers initially originated by LBBW, HSH Nordbank and Hamburger Sparkasse. The portfolio includes two types of profit participation agreements, specifically, Smart Mezzanine 100 Loans which are deeply subordinated loans for which the fixed remuneration can be deferred upon debtor request and Smart Mezzanine Loans, which essentially are preferred stock instruments meeting the standard of the German Commercial Code. The portfolio's aggregate nominal amount is EUR196.5 million. The profit participation agreements represent hybrid instruments ranking between debt and equity in the capital structure of the borrower. The principal redemption of such profit participation agreements will depend on the financial situation of the debtors. In its analysis, Moody' used a Monte Carlo simulation in order to assess the likelihood of a non-payment of interest and principal by the debtors over the life of the transaction. Under this approach, the rating migration of each debtor was modeled for each interest period. In addition, for each such interest period, Moody's considered the likelihood of a payment deferral to occur as a function of the debtor's then current rating and the rating migration path over the past years. Eventually, the interest and principal cash flows modeled in each period were aggregated and then allocated to the rated notes in accordance with the transaction waterfall. Based on such cash flow allocation, Moody's calculated the (potential) losses at the legal final maturity for each of the rated notes. Moody's issues provisional ratings in advance of the final sale of securities and these ratings reflect Moody's preliminary credit opinion regarding the transaction. Upon a conclusive review of the final versions of all the documents and legal opinions, Moody's will endeavor to assign a definitive rating to the transaction. A definitive rating may differ from a provisional rating. Moody's ratings address only the credit risks associated with the transaction, other non-credit risks have not been addressed, but may have significant effect on yield to investors. Moody's ratings are subject to revision, suspension or withdrawal at any time at our absolute discretion. The ratings are expressions of opinion and not recommendations to purchase, sell or hold securities. VISTEON CORP: Names Two Chief Officers to Board of Directors ------------------------------------------------------------ Visteon Corp. elected Richard J. Taggart, executive vice president and chief financial officer for Weyerhaeuser Co, and Donald J. Stebbins, Visteon president and chief operating officer, to the company's board of directors, effective Dec. 15, 2006. Mr. Taggart has spent nearly 30 years in positions of increasing responsibility at Weyerhaeuser, North America's largest forest products company with 2005 revenue of US$22.6 billion. Mr. Taggart was named to his current position at Weyerhaeuser in 2003 after serving as vice president, finance; vice president and treasurer; and vice president, investor relations. "Richard Taggart is an insightful business leader with strong financial knowledge and background," said Michael F. Johnston, Visteon chairman and chief executive officer. "He will bring a wealth of experience to serve our shareholders well." Mr. Stebbins brings more than 20 years business experience in a number of financial and operational roles. He joined Visteon in 2005 from Lear Corp., where he last served as president and chief operating officer of the company's operations in Europe, Asia and Africa. During his tenure at Lear, Mr. Stebbins progressed through a variety of senior leadership roles, including serving as senior vice president and chief financial officer. "Don's solid understanding of the business dynamics that Visteon must address to succeed has led to significant improvements in our operations," Mr. Johnston said. "He will add valuable perspective to the board as we continue to execute our three- year plan to position Visteon for sustainable success." Visteon also disclosed that Marla C. Gottschalk will be stepping down from the board. Ms. Gottschalk, chief executive officer of The Pampered Chef, Inc., has been a Visteon director since March 2003. "Marla has been a valued member of our board, and Visteon has benefited from her contributions," Johnston said. As Visteon's board of directors continues to evaluate its composition, it expects to increase its size to accommodate another addition to the board in 2007. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. With corporate offices in the Michigan (U.S.); Shanghai, China; and Kerpen, Germany; the company has more than 170 facilities in 24 countries, including Mexico, and employs approximately 50,000 people. * * * As reported in the Troubled Company Reporter on Dec. 5, 2006, Standard & Poor's Ratings Services affirmed its bank loan and recovery ratings on auto supplier Visteon Corp.'s senior secured bank facility, following the announcement that the company will increase its term loan to US$1 billion from US$800 million. The secured loan rating is 'B' and the recovery rating is '2', indicating the expectation for substantial (80%-100%) recovery of principal in the event of a payment default. WACHENFELD ROHRLASERTECHNIK: Claims Registration Ends January 4 --------------------------------------------------------------- Creditors of Wachenfeld Rohrlasertechnik GmbH have until Jan. 4, 2007, to register their claims with court-appointed provisional administrator Helmuth Liesegang. Creditors and other interested parties are encouraged to attend the meeting at 9:35 a.m. on Jan. 25, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Wuppertal Meeting Room A234 2nd Floor Isle 2 42103 Wuppertal, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Wuppertal opened bankruptcy proceedings against Wachenfeld Rohrlasertechnik GmbH on Dec. 1. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: Wachenfeld Rohrlasertechnik GmbH Uellendahler Str. 353 42109 Wuppertal, Germany Attn: Carsten Hoeffer, Manager Cronenfelder Str. 52 42349 Wuppertal, Germany The administrator can be contacted at: Dr. Helmuth Liesegang Briller Road 2 42103 Wuppertal, Germany ============= H U N G A R Y ============= VALEANT PHARMA: Ardea Biosciences Acquires Firm's Assets -------------------------------------------------------- Ardea Biosciences Inc. (fka IntraBiotics Pharmaceuticals Inc.) has acquired significant intellectual property and other assets from Valeant Pharmaceuticals International and hired a new senior management team. With these developments, Ardea Biosciences will pursue three pharmaceutical programs focused on the development of novel treatments for HIV, cancer and inflammatory diseases. The company changed its name to Ardea Biosciences, Inc. effective Dec. 21, 2006, and expects that its common stock will be traded under the new name and a new ticker symbol (to be assigned by Nasdaq) in the near future. Purchase Agreement On Dec. 21, 2006, Ardea Biosciences signed a definitive asset purchase agreement with Valeant Pharmaceuticals. Under this agreement, Ardea Biosciences acquired substantially all of the assets, including intellectual property, preclinical data, product inventory, and research equipment, necessary for the company to pursue three distinct pharmaceutical research and development programs. The three programs are: -- 800 Series Program. The 800 Series Program is Ardea Biosciences 's lead program, currently in late preclinical development, and is directed toward the discovery of non-nucleoside reverse transcriptase inhibitors (NNRTIs) for the potential treatment of HIV. The lead clinical candidate from the program is AR806. In vitro preclinical tests of AR806 have shown it to be a potent inhibitor of a wide range of HIV viral isolates, including isolates that are resistant to efavirenz (Sustiva(R), Bristol-Myers Squibb) and other currently available NNRTIs. Based on early in vitro and in vivo preclinical data, the company anticipates that this compound could have a pharmacokinetics profile that would support formulation as a once-daily oral drug, may have limited pharmacokinetic interactions with other drugs, and may be readily co-formulated with other HIV antiviral drugs. The company plans to initiate a Phase I clinical study of AR806 in the second quarter of 2007. -- 900 Series Program. Ardea Biosciences 's 900 Series Program, which is in early preclinical development, is also directed toward the discovery of NNRTIs for the potential treatment of HIV. The compounds in the 900 Series Program are from a chemical class that is distinct from the chemical class being investigated in the 800 Series Program. Based on early preclinical data, the company believes that the compounds in the 900 Series Program may have the potential to improve the positive attributes of the compounds in the 800 Series Program. They appear to have greater activity against a wide range of drug-resistant viral isolates, may have the potential for once- daily oral dosing, and may be readily co-formulated with other HIV antiviral drugs. The company hopes to be able to select a development candidate from this program in early 2007 and to initiate a Phase I clinical study of this candidate in the fourth quarter of 2007. -- 100 Series Program. Ardea Biosciences' 100 Series Program, which is in preclinical development, is directed toward the discovery of small-molecule kinase inhibitors for the potential treatment of cancer and vinflammation. AR119 is the company's lead development candidate from the 100 Series Program. In early preclinical tests, AR119 has shown potential as a potent and selective inhibitor of MEK (Mitogen-activated ERK Kinase), which is believed to play an important role in cancer cell proliferation, apoptosis and metastasis as well as inflammatory cell signaling. Preclinical data suggest that AR119 may have favorable pharmaceutical properties, including the potential for once-daily oral dosing. The company hopes to initiate a Phase I clinical study of AR119 in the third quarter of 2007. In connection with the launch of the research and development programs, Ardea Biosciences has hired three key individuals to form a newly constituted management team. To support this new management team, the company is in the process of hiring approximately 50 additional people, many of whom used to work on the acquired programs at Valeant Pharmaceuticals. Once this hiring process is complete in early January 2007, Ardea Biosciences expects to have a fully integrated research and development organization. Ardea Biosciences is moving its corporate headquarters to San Diego, CA, and its research facilities will be located in Costa Mesa, CA. The company's new management team brings together extensive experience in the development and commercialization of pharmaceutical products for the treatment of HIV and cancer. The team is comprised of: -- Barry D. Quart, as president, chief executive officer and director. Dr. Quart has also been elected to Ardea Biosciences' board of directors. Dr. Quart has been President of Napo Pharmaceuticals, Inc. since 2002, which went public on the London Stock Exchange in July 2006. Before Napo, Dr. Quart was senior vice president at Pfizer Global Research and Development and the director of Pfizer's La Jolla Laboratories. Prior to Pfizer's acquisition of the Warner-Lambert Co., Dr. Quart was president of research and development at Agouron Pharmaceuticals, Inc., a division of the Warner-Lambert Co. Dr. Quart joined Agouron in 1993 and was instrumental in the development and registration of nelfinavir (Viracept(R)), which went from the lab bench to NDA approval in 38 months. Before Agouron, Dr. Quart spent over ten years at Bristol-Myers Squibb and was actively involved in the development and registration of important drugs for the treatment of HIV and Cancer, including paclitaxel (Taxol(R)), didanosine (Videx(R)), and stavudine (Zerit(R)). -- Zhi Hong, Ph.D., as executive vice president of research and chief scientific officer. Dr. Hong was previously vice president of research at Valeant Pharmaceuticals, which he joined in 2000. During his tenure with Valeant Pharmaceuticals, Dr. Hong directed both the virology and cancer/immunology programs and held leadership positions on the HBV, HCV and HIV project teams that led to four U.S. investigational new drug applications in six years. Before joining Valeant Pharmaceuticals, Dr. Hong was with Schering-Plough Research Institute. He is an expert in viral replication and a renowned investigator in the mechanism of action of ribavirin and interferon. -- Kimberly J. Manhard, as senior vice president of regulatory affairs and operations. Ms. Manhard has been president of her own consultancy since 2003, specializing in the development of small molecules intended for antiviral, oncology, central nervous system, and gastrointestinal indications, and was responsible for filing five initial U.S. INDs and multiple clinical trial applications in the European Union and Canada. Prior to starting her consultancy, Ms. Manhard was vice president of regulatory affairs for Exelixis, Inc. Previously, she was head of regulatory affairs for Agouron Global Commercial Operations (a Pfizer Company), supporting marketed HIV products. She joined Agouron in 1996 as director of regulatory affairs and was responsible for anticancer and antiviral products, including nelfinavir. Prior to Agouron, she was with Bristol-Myers Squibb for over 5 years in regulatory affairs. -- Denis Hickey, as chief financial officer. Mr. Hickey has resigned as Ardea Biosciences' chief executive officer and will continue as chief financial officer. Mr. Hickey had been the company's chief executive officer since June 2005, when the company ceased all operations, and was subsequently appointed as chief financial officer. Mr. Hickey is a founding principal of Hickey & Hill, Inc., a firm that specializes in the Management of companies in transition. Mr. Hickey has served as chief executive officer, chief financial officer or controller for a number of companies. Mr. Hickey also has public accounting and consulting experience with Touch Ross & Co. (now Deloitte & Touche, LLP). Ardea Biosciences believes that there is a significant market opportunity for its products, should they be successfully developed, approved and commercialized. In 2005, the worldwide market for HIV antivirals was estimated at approximately US$8.0 billion, according to data from IMS Health Incorporated's Retail Drug Monitor. While the treatment of HIV has improved dramatically over the past decade, there remains a need for new treatments that are effective against drug-resistant virus, well tolerated and convenient to take. Ardea Biosciences believes that its 800 and 900 Series NNRTIs have the potential to meet this market need. Ardea Biosciences believes that there is a growing interest in the potential for targeted therapies, including kinase inhibitors, in the treatment of both cancer and inflammatory disease. In 2005, the worldwide market for targeted therapies for cancer was US$7.5 billion, according to Datamonitor plc, and the worldwide market for targeted therapies for inflammatory diseases was more than US$8 billion, according to data from IMS Health Incorporated. Given the role that MEK appears to play in cancer and inflammatory diseases and the increasing preference for oral therapies, the company believes that AR119, if successfully developed, approved and commercialized, could participate in these growing markets. In consideration for the purchased assets from Valeant Pharmaceuticals, subject to certain conditions, Valeant has the right to receive development-based milestone payments and sales- based royalty payments from Ardea Biosciences. Assuming the successful commercialization of a product incorporating a compound from the 800 Series Program or the 900 Series Program, these milestone payments could total US$25 million. For the 100 Series Program, milestone payments could total US$17 million, assuming the successful commercialization of a product from that program. For each program, milestones are paid only once regardless of how many compounds are developed or commercialized. In each program, the first milestone payment would be due after the completion of a proof- of-concept clinical study in patients, and more than half of the total milestone payments would be due after regulatory approval. The royalty rates on all products are in the mid-single digits. Ardea Biosciences agreed to further develop the programs with the objective of obtaining marketing approval in the United States, the United Kingdom, France, Spain, Italy and Germany. Valeant Pharmaceuticals also has the right to exercise a one- time option to repurchase commercialization rights in territories outside the U.S. and Canada for Ardea Biosciences' first NNRTI derived from the acquired intellectual property to advance to Phase 3. If Valeant Pharmaceuticals exercises this option, which it can do following the completion of Phase 2b but prior to the initiation of Phase 3, Ardea Biosciences would be responsible for completing the Phase III studies and for the registration of the product in the U.S. and European Union. Valeant Pharmaceuticals would pay Ardea Biosciences a US$10 million option fee, up to US$21 million in milestone payments based on regulatory approvals, and a mid-single digit royalty on product sales in the Valeant Pharmaceuticals territories. Ardea Biosciences also has entered into a research services agreement with Valeant Pharmaceuticals under which it will advance a preclinical program in the field of neuropharmacology on behalf of Valeant Pharmaceuticals. Under the agreement, which has a one-year term with an option to extend, Valeant Pharmaceuticals will pay Ardea Biosciences up to US$3.5 million annually to advance the program, and Ardea Biosciences is entitled to development-based milestone payments of up to US$1.0 million. Valeant Pharmaceuticals will own all intellectual property under this research program. Ardea Biosciences is focusing its development efforts on disease areas in which it believes it can reach clinical proof-of- concept relatively quickly. For 2007, the company hopes to achieve the following clinical milestones: * Commence Phase 1 clinical trials with AR806 in the second quarter of 2007, * Commence Phase 1 clinical trials with AR119 in the third quarter of 2007, * Commence Phase 1 clinical trials with an NNRTI from the 900 Series in the fourth quarter of 2007, * Commence a Phase 2a, proof-of-concept study with AR806 before the end of 2007 Ardea Biosciences projects that it will have cash, cash equivalents, and short-term investments of approximately US$48.3 million on Dec. 31, 2006, a reduction of US$0.7 million from Sept. 30, 2006. For 2007, Ardea Biosciences expects to use approximately US$16-20 million in net cash resources to fund operations and expects to end 2007 with approximately US$28-32 million in cash, cash equivalents, and short-term investments. Ardea Biosciences expects its current cash resources to fund operations through 2008. These projections exclude any potential impact of any future business development activity. About Ardea Biosciences Ardea Biosciences is focused on the discovery, development and commercialization of novel treatments for HIV, cancer and inflammatory diseases. About Valeant Pharmaceuticals Headquartered in Costa Mesa, California, Valeant Pharmaceuticals International (NYSE:VRX) -- http://www.valeant.com/-- is a research-based specialty pharmaceutical company that discovers, develops, manufactures and markets products primarily in the areas of neurology, infectious disease and dermatology. In Europe, the company has commercial offices in Belarus, Czech Republic, France, Germany, Hungary, Italy, The Netherlands, Poland, Russia, Slovak Republic, Spain, Turkey, Ukraine, and the United Kingdom. * * * As reported in the TCR-Europe on Dec. 20, Moody's Investors Service downgraded the Corporate Family Rating of Valeant Pharmaceuticals International to B2 from B1, and kept Valeant's ratings under review for possible further downgrade. Moody's initially placed the ratings under review for possible downgrade on Oct. 23, 2006. This rating action follows the company's recent announcement that the trustee for the holders of its 3% convertible notes due 2010 has declared a notice of default related to Valeant's late filing of its Form 10-Q for the quarter ended Sept. 30. In a TCR-Europe report on Nov. 20, Standard & Poor's Ratings Services lowered its ratings on Valeant Pharmaceuticals International. The corporate credit rating was lowered to 'B+' from 'BB-'. The ratings remain on CreditWatch with negative implications, where they were placed Oct. 24 to reflect the ongoing uncertainty regarding the company's inability to file its Form 10-Q for the third quarter and the consequences if the company is not able to resolve the situation in 60 days. ============= I R E L A N D ============= DAPHNE FINANCE: Moody's Assigns Ba2 Rating on Class F Notes ----------------------------------------------------------- Moody's Investors Service assigned these definitive credit ratings to notes issued by Daphne Finance 4 plc, an Irish special-purpose company: -- EUR196,000,000 Class A Credit-Linked Floating Rate Notes due 2014: Aaa; -- EUR32,000,000 Class B Credit-Linked Floating Rate Notes due 2014: Aa2; -- EUR28,000,000 Class C Credit-Linked Floating Rate Notes due 2014: A1; -- EUR36,000,000 Class D Credit-Linked Floating Rate Notes due 2014: A3; -- EUR32,000,000 Class E Credit-Linked Floating Rate Notes due 2014: Baa3; and -- EUR24,000,000 Class F Credit-Linked Floating Rate Notes due 2014: Ba2. These ratings are based on these factors: 1. an assessment of the credit quality of the underlying reference entities; 2. the portfolio substitution conditions and the model test criteria to be fulfilled at closing and for any change in the portfolio; 3. the checking by an independent accountant of the portfolio change conditions and of the use of the Moody's CDOROMT model; 4. the level of protection against losses of each relevant tranche provided through subordinated tranches and the threshold amount; and 5. The legal and structural integrity of this transaction. Daphne 4 will enter into a credit default swap with Calyon whereby Daphne 4 provides protection on a EUR348-million mezzanine portion of a EUR4-billion portfolio comprised initially of 337 mainly European investment grade syndicated or bilateral loans, advances, guarantees, overdrafts and corporate bonds. The obligations of Daphne 4 under this swap will be to pay Calyon credit losses in the portfolio in excess of the EUR92-million first loss position. The portfolio is subject to substitutions by Calyon, according to strict substitution criteria, among which a test based on Moody's CDOROM model. Daphne 4's obligations are collateralized by a Gage Agreement, entered into with Calyon as collateral bank and the Trustee as beneficiary, on behalf of all the secured creditors of the transaction. Upon the issue of the Notes, the issuer deposited the proceeds of the Notes at the collateral bank under such Gage Agreement. This secures Daphne 4's obligations under the credit default swap in the first instance, and the notes thereafter. The notes will be written down to reflect any payments under the credit default swap. The transaction is essentially insulated against risks other than those of the reference portfolio. ========= I T A L Y ========= ALITALIA SPA: Gives Buyer Free Hand to Decide on Redundancies ------------------------------------------------------------- The Italian government has not decided on the number of employees that would be retained after it sells its 30% stake in ailing national carrier Alitalia S.p.A., Reuters says. "On employment, it's not been said that there will be precise obligations," Tommaso Padoa-Schioppa, Italy's Economy Minister, said. Mr. Padoa-Schioppa said it is up to the stake's buyer on how much Alitalia workforce it should retain. "It's obvious that the entrepreneurs who will make bids should present an industrial plan that takes into account the state of Alitalia's work force," Mr. Padoa-Schioppa added. Mr. Padoa-Schioppa expects the sale process to be completed within six months. As reported in the TCR-Europe on Dec. 15, the Italian government will publish the terms for the sale of its 30% stake in Alitalia by the end of the year. Mr. Padoa-Schioppa said the government's sale advisor would draft the terms of the tender. Italy has started inviting banks to act as advisors for the sale of its 30.1% stake in carrier Alitalia S.p.A. Letters were sent to: -- Sanpaolo Imi S.p.A., -- Unicredit, -- Mediobanca, -- Morgan Stanley, and -- Merrill Lynch. In a TCR-Europe report on Dec. 13, Italy glued some conditions on the sale. The buyer must: -- launch a bid to acquire the whole carrier; -- keep Alitalia's logo, brand and national identity; -- have convincing and detailed business plans and commitments, which may include: -- a lock-up, -- adequate service offering; -- territorial coverage; and -- information on job levels -- continue to operate out of Milan's Malpensa Airport as well as Rome's Fiumicino. Several Italian entrepreneurs are reportedly interested in Alitalia, The Times reports. Local bets include: -- Carlo Toto, founder of Air One, -- Luca di Montezemolo, head of Fiat and Ferrari; -- Diego Della Valle, chief of the Tod's shoe empire; and -- Banca Intesa and Sanpaolo IMI; The government aims to complete the process by January 2007. About Alitalia Headquartered in Rome, Italy, Alitalia S.p.A. -- http://www.alitalia.it/-- generates around EUR4.8 billion in annual revenue and employs more than 11,000 people. Alitalia flies to about 80 destinations in more than 60 countries from hubs in Rome and Milan and operates a fleet of about 185 aircraft. The Italian government owns 49.9% of Alitalia. Despite a EUR1.4 billion state-backed restructuring in 1997, Alitalia posted net losses of EUR256 million and EUR907 million in 2000 and 2001 respectively. Alitalia registered EUR93 million in net profits in 2002 after a EUR1.4 billion capital injection. The carrier booked consecutive annual net losses of EUR520 million in 2003, EUR813 million in 2004, and EUR168 million in 2005. ALITALIA SPA: Italian Cabinet Approves Air Transport Reform ----------------------------------------------------------- The cabinet of Italian Prime Minister Romano Prodi approved a measure designed to reform Italy's air transport system by end of 2007 and attract buyers to its 30.1% stake in Alitalia S.p.A., The Associated Press reports. "All the work we've done in these months... is aimed at creating conditions so that someone invests in Alitalia," Transport Minister Alessandro Bianchi said a news conference. "We believe there are investors which are interested." Mr. Bianchi said the reform would make Italian airports more efficient and accountable. The measure would grant the government more power over the companies that were awarded concessions to operate airports, AP cites Mr. Bianchi. The measure would allow Italy to fine or "even withdraw a concession" to airport operators that fail to adhere to state rules. Mr. Bianchi added that the reform only applies to future concessions. The reform also calls for a review of airport fees for airlines, AP relys. Alitalia CEO Giancarlo Cimoli has been asking Italy to review airport fees to counter competition from low-cost carriers, AP adds. About Alitalia Headquartered in Rome, Italy, Alitalia S.p.A. -- http://www.alitalia.it/-- generates around EUR4.8 billion in annual revenue and employs more than 11,000 people. Alitalia flies to about 80 destinations in more than 60 countries from hubs in Rome and Milan and operates a fleet of about 185 aircraft. The Italian government owns 49.9% of Alitalia. Despite a EUR1.4 billion state-backed restructuring in 1997, Alitalia posted net losses of EUR256 million and EUR907 million in 2000 and 2001 respectively. Alitalia registered EUR93 million in net profits in 2002 after a EUR1.4 billion capital injection. The carrier booked consecutive annual net losses of EUR520 million in 2003, EUR813 million in 2004, and EUR168 million in 2005. ALITALIA SPA: Hikes Year-on-Year Passenger Traffic in November -------------------------------------------------------------- Alitalia S.p.A. released its traffic statistics for November 2006. As for October and November 2006, international and intercontinental passenger revenues showed an increase against last year. Traffic, measured in Revenue Passenger Kilometers, decreased 2.5% and the capacity, measured in Available Seat Kilometers decreased 0.7%. Therefore load factor decreased 1.3 percentage point reaching 69.2%. Alitalia carried 1.8 million passengers, down (-2.6%) compared to the previous year. Detailed comparisons with November 2005: -- Domestic Passenger Network: load factor almost in line to 58.8%, with the number of passengers down 6.0% compared to last year. -- International Passenger Network: the number of passengers carried was up by 1.7%. With a capacity increase of 5.4% load factor was 62.1%. -- Intercontinental Passenger Network: load factor almost in line (-0.5 p.p.) to 79.3% compared to last year's. Capacity down 2.9% due to frequencies reductions linked to winter season start. Cargo Operations In November, Cargo, measured in Revenue Ton Kilometers, increased by 36.1% while capacity was up 26.2%. Overall load factor was equal to 70.0% up five percentage points. To be noted that within the positive long haul cargo network performance routes to North Atlantic and Far East significantly grew in the month (up 43.8 and 33% respectively). About Alitalia Headquartered in Rome, Italy, Alitalia S.p.A. -- http://www.alitalia.it/-- generates around EUR4.8 billion in annual revenue and employs more than 11,000 people. Alitalia flies to about 80 destinations in more than 60 countries from hubs in Rome and Milan and operates a fleet of about 185 aircraft. The Italian government owns 49.9% of Alitalia. Despite a EUR1.4 billion state-backed restructuring in 1997, Alitalia posted net losses of EUR256 million and EUR907 million in 2000 and 2001 respectively. Alitalia registered EUR93 million in net profits in 2002 after a EUR1.4 billion capital injection. The carrier booked consecutive annual net losses of EUR520 million in 2003, EUR813 million in 2004, and EUR168 million in 2005. INTERCONFIDI NORDEST: Fitch Affirms & Withdraws Low-B Ratings ------------------------------------------------------------- Fitch Ratings affirmed Italy-based Interconfidi Nordest's ratings at Issuer Default BB+ with Stable Outlook, Short-term B, Insurer Financial Strength BBB- and simultaneously withdrawn them. Fitch will no longer provide analytical coverage of Interconfidi Nordest. =================== K Y R G Y Z S T A N =================== ASIAUNIVERSALBANK: Moody's Junks Local Currency Deposit Rating -------------------------------------------------------------- Moody's Investors Service downgraded the long-term local currency deposit rating of AsiaUniversalBank JSC (Kyrgyz Republic) from B3 to Caa2 as well as its Financial Strength Rating from E+ to E. The outlook on the Caa2 foreign currency and local currency deposit ratings assigned to the bank has been changed to negative from stable. According to Moody's, this rating action concludes the review process which was initiated in early 2006 following the issue of a warning letter from the Central Bank of Russia pointing to questionable transactions carried out between AsiaUniversalBank's and some Russian banks. Moody's notes that this rating action reflects the significant damage to AUB's franchise in Russia. Following the CBR's letter, AUB had to cease its correspondent relations with the bulk of its Russian bank-counterparts that used to account for a substantial part of its funds transfer business and thus its revenues. Moody's believes that AUB has been able to recreate its franchise by directing its correspondence business to other CIS countries and by developing a domestic business. However, such efforts would require a significant track record to mitigate the reputation risk the bank is currently exposed to. Moody's said that changing the outlooks on the ratings to negative stems from the fact that the audited IFRS-based financial statements for 2005 have not yet been released. In Moody's opinion the lack of audited IFRS coupled with the negative publicity surrounding the bank heightens the reputational risks for AUB. Moody's stated that should such negative publicity spread outside the CIS region, this may result in a significant erosion of the bank's correspondent relationships, the core of its present franchise. Moody's notes that timely financial reporting under IFRS will be essential in the future and any undue delays may give rise to further negative rating implications. The negative outlook on AUB's deposit ratings is likely to be restored to stable if the audited IFRS financials for the years 2005 and 2006 are issued and prove no significant negative trends in the bank's fundamentals. The rating could be upgraded if the bank's franchise were to materially strengthen as a result of successful development of its corporate and retail business in Kyrgyzstan -- a new business lines the bank is aiming to develop following the increased funding opportunities as a result of its recent admission to take retail deposits in the Kyrgyz Republic. AsiaUniversalBank is headquartered in Bishkek, and reported total IFRS consolidated assets of KGS3.8 billion (US$91.6 million) as of year-end 2004. STAR AIR: Creditors Must File Claims by Feb. 15, 2007 ----------------------------------------------------- LLC Star Air Bishkek has declared insolvency. Creditors have until Feb. 15, 2007, to submit written proofs of claim to: LLC Star Air Bishkek Mir Ave. 303 Bishkek, Kyrgyzstan Tel: (+996 312) 68-26-68 =================== L U X E M B O U R G =================== NORTEL NETWORKS: Shareholders Okay US$2.5-Bln Settlement Pact ------------------------------------------------------------- U.S. District Judges Richard Berman and Loretta Preska in Manhattan have approved Nortel Networks Corp.'s US$2.45 billion settlement with its shareholders, Martha Graybow writes for Reuters. Pursuant to the settlement agreement, the company will pay US$575 million in cash and issue shares equal to about 14.5% of its current outstanding equity, worth more than US$1.64 billion based on Nortel's current stock value. In addition, the settlement includes US$228.5 million in payments from the company's insurers and half of any money that the company gets in its lawsuits against former CEO Frank Dunn and other fired senior officers related to the accounting fiasco. Reuters reports that the company and its shareholders had agreed to stop the litigation, which includes two separate class-action securities fraud suits brought by different shareholder groups, as a result from an accounting scandal. The pact still needs approval by various Canadian courts. According to the source, the shareholders said that in the lawsuits, they lost money because the company revised its financial outlook in 2001 and restated results from 2001 to 2003 to correct accounting errors. Citing company spokesman Jay Barta, Reuters relates that Nortel is very pleased with the progress of the suit settlement. About Nortel Headquartered in Ontario, Canada, Nortel Networks Corp (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology solutions encompassing end-to-end broadband, Voice over IP, multimedia services and applications, and wireless broadband designed to help people solve the world's greatest challenges. Nortel does business in more than 150 countries. * * * Dominion Bond Rating Service confirmed the long-term ratings of Nortel Networks Capital Corporation, Nortel Networks Corporation, and Nortel Networks Limited at B (low) along with the preferred share ratings of Nortel Networks Limited at Pfd-5 (low). All trends are Stable. DBRS confirmed B (low) Stb Senior Unsecured Notes; B (low) Stb Convertible Notes; B (low) Stb Notes & Long-Term Senior Debt; Pfd-5 (low) Stb Class A, Redeemable Preferred Shares; and Pfd-5 (low) Stb Class A, Non-Cumulative Redeemable Preferred Shares. Additionally, Moody's Investors Service affirmed the B3 corporate family rating of Nortel; assigned a B3 rating to the proposed US$2billion senior note issue; downgraded the US$200 million 6.875% Senior Notes due 2023 and revised the outlook to stable from negative. Standard & Poor's also affirmed its 'B-' long-term and 'B-2' short-term corporate credit ratings on the company, and assigned its 'B-' senior unsecured debt rating to the company's proposed US$2 billion notes. The outlook is stable. ===================== N E T H E R L A N D S ===================== GIRASOLAR INC: Sept. 30 Balance Sheet Upside-Down by US$1.4 Mln --------------------------------------------------------------- GiraSolar Inc., fka Legend Investment Corp., reported a US$205,663 net loss for the three months ended Sept. 30, 2006, as compared to US$106,730 during the three months ended Sept. 30, 2005. Revenues for the three months ended Sept. 30, 2006, increased by US$15,264,326, or 100% from US$0 for the three months ended Sept. 30, 2005. The company says the change in net loss and revenue was a result of the company's acquisition of GiraSolar, B.V. The company owns a majority of GiraSolar, B.V., which is based in the Netherlands. GiraSolar, B.V. operates through three subsidiaries: Dutch Solar B.V., GiraMundo, and a 51% owned joint venture called GiraSolar Turkey. At Sept. 30, 2006, the company's balance sheet showed US$17,634,092 in total assets, US$18,963,366 in total liabilities and minority interest of US$74,031, resulting in a US$1,403,305 stockholders' deficit. The company had a US$2,798,843 working capital deficiency at Sept. 30, 2006, including cash, and cash equivalents. Full-text copies of the company's financial statements are available for free at http://researcharchives.com/t/s?1786 Going Concern Doubt E. Randall Gruber, CPA, PC, in St. Louis, Missouri, raised substantial doubt about Legend Investment Corp.'s ability to continue as a going concern after auditing the Company's financial statements for the year ended Dec. 31, 2005. The auditor pointed to the Company's significant net losses since its inception, lack of current source of material revenue, and working capital deficit. About GiraSolar Based in the Netherlands, GiraSolar Inc., fka Legend Investment Corp, through its subsidiary, Girosolar, B.V., makes solar energy equipment, sells solar energy applications and equipment, and offers consultancy services in the field of solar energy applications and equipment. GRESHAM CAPITAL: Moody's Puts Ba2 Rating on Class E Notes --------------------------------------------------------- Moody's assigned these long term credit ratings to the notes issued by Gresham Capital CLO II B.V., a special purpose company established under the laws of the Netherlands. -- EUR121,500,000 Class A Senior Secured Floating Rate Notes due 2026: Aaa; -- EUR75,000,000 Senior Secured Floating Rate Variable Funding Notes due 2026: Aaa; -- EUR22,800,000 Class B Deferrable Secured Floating Rate Notes due 2026: Aa2; -- EUR17,100,000 Class C Deferrable Secured Floating Rate Notes due 2026: A2; -- EUR14,700,000 Class D Deferrable Secured Floating Rate Notes due 2026: Baa2; and -- EUR13,650,000 Class E Deferrable Secured Floating Rate Notes due 2026: Ba2. Up to EUR35,250,000 in Class F Subordinated Notes were issued but are not rated by Moody's. Gresham Capital CLO II B.V. also issued EUR5-million Class S1 Combination Notes which comprise EUR4-million Class C Deferrable Secured Floating Rate Notes and EUR1-million Class F Subordinated Notes. The ratings address the expected loss posed to investors by the legal final maturity. The ratings assigned to the Class S1 Combination Notes by Moody's address the expected loss posed to the investors by the legal final maturity in 2026 as a proportion of the Rated Balance, where the Rated Balance is equal, at any time, to the principal amount of the Class S1 Combination Notes on the closing date minus the aggregate of all payments made from the closing date to such date, either through interest or principal payments. This transaction is a high yield collateralized loan obligation related to a portfolio comprised primarily of European senior and mezzanine loans (with a predominance of senior secured loans). The investments may also include CLOs and synthetic securities. The Senior Secured Floating Rate Variable Funding Notes provide for drawings denominated either in GBP or EUR. This portfolio was partially acquired at closing and will be partially during the nine-month ramp-up period. Thereafter, the portfolio of debt obligations will be actively managed and the investment manager will be able to buy or sell debt obligations on behalf of the Issuer. Any addition or removal of debt obligations will be subject to a number of portfolio criteria. Investec Bank (U.K.) Limited will act as investment manager for the transaction. This is the investment manager's second European CLO. HERBALIFE LTD: Earns US$26 Million in Quarter Ended September 30 ---------------------------------------------------------------- Herbalife Ltd. reported net income of US$26,467,000 on US$476,374,000 of total revenues for the quarter ended Sept. 30, 2006, compared to a net income of US$27,137,000 on US$400,997,000 of total revenues for the same period in 2005. For the quarter ended Sept. 30, 2006, net sales increased by 18.8%, compared to the same periods in 2005, primarily due to sales increases in North America, Mexico and Central America, and Brazil. Net sales in the European, Middle East, Africa, and North Asian regions decreased for the three months ended Sept. 30, 2006, when compared to the same prior year period. The overall increase in net sales for this quarter reflects the continued sales momentum generated from the successful promotions in 2005 and 2006, the company explains. Net income decreased for the three months ended Sept. 30, 2006, to US$26.5 million, from US$27.1 million for the same period in 2005. Net income includes the impact of: -- a US$14.3 million recapitalization expenses in connection with the repayment of the company's US$225 million senior secured credit facility, originally entered into on Dec. 21, 2004, and its 91/2% Notes due 2011; -- a US$2.7 million additional tax benefit from refinancing transactions in the third quarter of 2006; and -- a US$2.5 million relating to a change in the allowance for uncollectible royalty overrides receivables from distributors in the third quarter of 2005. For the three months ended Sept. 30, 2006, as compared to the same period in 2005, net sales growth and a lower effective tax rate, partially offset by higher labor costs, and promotional expenses and professional fees had a net favorable impact to net income. At Sept. 30, 2006, the company's balance sheet showed US$937,644,000 in total assets, US$638,299,000 in total liabilities, and US$299,345,000 in stockholders' equity, compared to a US$168,888,000 stockholders' equity at Dec. 31, 2005. A full-text copy of the company's financial statements for the quarterly period ended Sept. 30, 2006, is available for free at http://researcharchives.com/t/s?178a About Herbalife Ltd. Herbalife Ltd. (NYSE: HLF) -- http://www.herbalife.com/-- Herbalife, now in its 26th year, conducts business in 62 countries. The company does business with several manufacturers worldwide and has its own manufacturing facility in Suzhou, China as well as major distribution centers in Venray, Netherlands, Japan, Los Angeles, Calif., Memphis, Tenn., and Guadalajara, Mexico. * * * Standard & Poor's Ratings Services rated Herbalife Ltd.'s long- term foreign and local issuer credit ratings at BB+. =========== N O R W A Y =========== FALCONBRIDGE LTD: Xstrata's Chilean Union Snubs Wage Offer ---------------------------------------------------------- A Chilean union at Xstratata plc, the parent firm of Falconbridge Ltd., rejected a wage offer presented by management in a bid to prevent a strike this week. Falconbridge owned Altonorte before the firm was purchased by Xstrata this year. According to Bloomberg News, workers at the Altonorte copper smelter refused a wage increase of 1 percentage point to 4 percentage points above inflation. Altonorte produced 297,567 tons of almost pure copper in 2005, Bloomberg says. Union members make up 70% of the smelter's workforce. About Xstrata Xstrata plc -- http://www.xstrata.com/-- is a major global diversified mining group, listed on the London and Swiss stock exchanges. The Group is and has approximately 24,000 employees worldwide, including contractors. Xstrata does business in six major international commodities markets: copper, coking coal, thermal coal, ferrochrome, vanadium and zinc, with additional exposures to gold, lead and silver. The Group's operations and projects span four continents and nine countries: Australia, South Africa, Spain, Germany, Argentina, Peru, Colombia, the United Kingdom and Canada. Xstrata holds a 97% stake in Falconbridge. About Falconbridge Headquartered in Toronto, Ontario, Falconbridge Limited (TSX:FAL.LV)(NYSE: FAL) -- http://www.falconbridge.com/-- is a leading copper and nickel company with investments in fully integrated zinc and aluminum assets. Its primary focus is the identification and development of world-class copper and nickel orebodies. It employs 14,500 people at its operations and offices in 18 countries, including Malaysia. The company owns nickel mines in Canada and the Dominican Republic and operates a refinery and sulfuric acid plant in Norway. It is also a major producer of copper (38% of sales) through its Kidd mine in Canada and its stake in Chile's Collahuasi mine and Lomas Bayas mine. Its other products include cobalt, platinum group metals, and zinc. * * * Falconbridge's CDN$150 million 5% convertible and callable bonds due April 30, 2007, carry Standard & Poor's BB+ rating. =========== P O L A N D =========== LIONBRIDGE TECH: Refinances Debt Facility with New US$100MM Loan ---------------------------------------------------------------- Lionbridge Technologies Inc. replaced its entire existing debt facility with a new revolving credit facility of US$100 million, of which US$78 million will be drawn at close. The new bank syndicate credit facility, led by HSBC Bank USA N.A., will reduce the Company's annual cost of debt by US$1 million to US$2 million, depending upon average outstanding balances. It will also provide the Company with greater flexibility to meet its long-term growth and operational goals. The initial interest rate on the new facility will be LIBOR + 1.75% as compared to a LIBOR + 3.25% effective rate on the previous facility. The new credit facility replaces an existing US$100 million term loan B facility and US$25 million revolver obtained in July of 2005 that consisted of an aggregate funded amount of US$102.0 million, of which the company has repaid approximately US$22 million to date. With this new revolving credit facility, Lionbridge will retire its previous term loan B facility in its entirety. There are no cash prepayment penalties resulting from the retirement of the former facility. The Company will incur a US$2.6 million, non-cash, expense in fourth quarter of 2006 related to unamortized previously capitalized financing fees under the prior facility. The Company has continuously been in compliance with all covenants under the terms of its term loan B facility as of September 30, 2006, the Company's last reporting date under that facility. "The establishment of this favorable replacement credit facility, in such short time following the BGS acquisition, indicates the successful financial evolution of Lionbridge," Stephen Lifshatz, Chief Financial Officer, said. "As the Company continues to generate strong cash flows, this revolver- based structure will enable us to lower our interest expense. It also gives us the flexibility to pursue attractive growth opportunities that are consistent with the Company's long-term strategy." The new credit facility includes a provision that allows the Company to increase the revolving credit commitment by up to US$50 million, subject to certain restrictions and lender approval, over its five-year term. About Lionbridge Headquartered in Waltham, Mass., Lionbridge Technologies, Inc. (Nasdaq: LIOX) -- http://www.lionbridge.com/-- provides "globalization and offshoring" services. Lionbridge combines global resources with program management methodologies to serve as an outsource partner throughout a client's product and content lifecycle -- from development to globalization, testing and maintenance. The company also operates in Brazil, Canada, Chile, Belgium, Denmark, United Kingdom, Finland, France, Germany, Ireland, Italy, The Netherlands, Norway, Poland, Portugal, Slovakia, Spain, Sweden, China, India, Japan, South Korea, Singapore and Taiwan. * * * Lionbridge carries assigned its 'B' corporate credit rating from Standard & Poor's Ratings Services. Standard & Poor's assigned its 'B' bank loan rating and a recovery rating of '4' to Lionbridge's US$125 million credit facilities. The recovery rating of '4' indicates an expectation of marginal (25%-50%) recovery of principal in the event of a payment default. The credit facilities consist of a US$25 million revolving creditfacility due 2010 and a US$100 million term loan B due 2011. SP said the outlook is stable. LIONBRIDGE TECHNOLOGIES: Moody's Withdraws Low-B Ratings -------------------------------------------------------- Moody's has withdrawn the ratings of Lionbridge Technologies Inc.'s senior credit facilities following the company's recent refinancing of its existing facilities. Moody's does not rate the company's new credit facility. Moody's also withdrew the company's B1 Corporate Family Rating. Ratings withdrawn: -- US$25 million senior secured revolving credit facility due 2010, Ba2 (LGD2 -- 20%) -- US$100 million senior secured term loan B due 2011, Ba2 (LGD2 -- 20%) -- Speculative grade liquidity rating, SGL-2 -- Corporate Family Rating, B1 Lionbridge Technologies Inc., headquartered in Waltham, Massachusetts, is a leading provider of globalization and testing services that enable clients to develop, release, manage and maintain their enterprise content and technology applications globally. The company recognized revenue of US$415 million for the 12 months ended Sept. 30, 2006. =============== P O R T U G A L =============== FERRO CORPORATION: Files 2006 Third Quarter Financial Report ------------------------------------------------------------ Ferro Corp. has filed its Quarterly Report on Form 10-Q with the U.S. Securities and Exchange Commission for the three-month period ended September 30, 2006. With this filing the Company is now current in its financial reports to the SEC. Net income from continuing operations was US$5.4 million, compared with US$7.2 million in the third quarter of 2005. Sales for the third quarter ended Sept. 30, 2006, were US$500.6 million, an increase of 7.4% from the third quarter of 2005. "The third quarter results show good sales growth along with solid growth in total segment income," said President and CEO James Kirsch. "Total company results were not up to our original expectations, however, we expect to deliver a solid fourth quarter that will provide further evidence of the transformation we are accomplishing within Ferro." Included in the third quarter net income from continuing operations were net pre-tax charges of US$1.3 million, primarily related to accelerated depreciation resulting from the company's restructuring program in Europe. Third Quarter Results Sales for the third quarter showed growth in the Performance Coatings, Electronic Materials, Polymer Additives, and Color and Glass Performance Materials segments, continuing the growth trends seen through the first and second quarters of 2006. Sales were down in the Specialty Plastics and Other segments compared with the third quarter of 2005. Most of the revenue increase for the quarter was due to increases in average selling prices, including changes in product mix and price increases. Sales benefited less than 2 percent from favorable changes in currency exchange rates. Gross margins for the third quarter were 19.7% of sales. Included in the cost of sales during the third quarter were charges of US$1.6 million for accelerated depreciation related to previously announced restructuring programs in Europe. Higher precious metal prices, which are generally passed through to customers without mark-up, also had a negative impact on gross margin percentage for the quarter. Selling, general and administrative expenses for the third quarter were US$74.1 million, or 14.8% of sales. SG&A expense was down by US$1.2 million compared with the prior-year period and was lower as a percent of sales than the 16.1% recorded in the third quarter of 2005. Total segment income for the third quarter was US$33.9 million, an increase of 9.7% from the third quarter of 2005. As of the end of September, total debt, including off-balance- sheet arrangements, was US$684.3 million, an increase of $129.6 million from the end of 2005. This increase primarily was the result of increased deposit requirements for precious metal consignment arrangements and for working capital to support increased sales. Deposits for precious metal consignments were US$93 million at the end of the third quarter. The Company expects to reduce the amount of material under consignment requiring cash deposits by year-end and anticipates that a majority of the deposits will be returned by the end of the first quarter of 2007. Interest expense for the quarter increased by US$4.7 million from the third quarter of 2005, reflecting increases in the Company's debt and higher interest rates. Miscellaneous income/expense was lower by US$4.6 million in the 2006 third quarter, compared to 2005. The change was driven by a reduction of US$5.5 million in mark-to-market charges for natural gas supply contracts compared to the prior-year period. Fourth Quarter Guidance Sales for the fourth quarter are expected to be approximately $500 million to US$510 million, reflecting continued growth across multiple business segments. Sales growth in the fourth quarter, compared to the fourth quarter of 2005, is expected to be led by the Company's Electronic Materials, Performance Coatings and Color and Glass Performance Materials segments. As previously indicated, the Company expects to recognize charges related to its restructuring programs during the fourth quarter. The current estimate of the pre-tax charges is US$23 million. These charges will reduce after-tax earnings by approximately US$0.35 per share. Including these charges, the net loss for the fourth quarter is expected to be in the range of US$0.18 to US$0.22 per share. About Ferro Corp Headquartered in Cleveland, Ohio, Ferro Corporation (NYSE:FOE) -- http://www.ferro.com/-- supplies technology-based performance materials for manufacturers. Ferro materials enhance the performance of products in a variety of end markets, including electronics, telecommunications, pharmaceuticals, building and renovation, appliances, automotive, household furnishings, and industrial products. The Company has approximately 6,800 employees globally including Belgium, France, Germany, Italy, the Netherlands, Portugal, Spain, and the United Kingdom. * * * Standard & Poor's Ratings Services' 'B+' long-term corporate credit and 'B' senior unsecured debt ratings on Ferro Corp. remains on CreditWatch with negative implications, where they were placed Nov. 18, 2005. =========== R U S S I A =========== BENEFON OYJ: Board of Directors Calls Fifth Financing Tranche ------------------------------------------------------------- The Board of Directors of Benefon Ojj has decided to call the fifth tranche of financing according to financing commitment disclosed on Sept. 28, 2006. Previous Tranches Disclosure and Raise Date ----------------- ------------------------- Tranche 1 Oct. 3 Tranche 2 Oct. 24 Tranche 3 Nov. 7 Tranche 4 Nov. 27 The fourth tranche has been fully paid and the Board has also accepted the subscriptions of option rights 2006A. The Board decided to raise an interest free loan a total amount of EUR1.5 million from Luben Limited and in connection with the loan issue 2,250,000 option rights to Luben Limited. The loan is interest free and it falls due for repayment in four equal arrears during 2009-2012 on the annual due date of June 30. The Company will be entitled to repay the loan before its maturity either as a whole or in part. The option rights are of series 2006B and will be given without charge. Each option right gives the right to subscribe for one new investment series share of the company at a subscription price of EUR0.10. Of each new share EUR0.01 is to be booked to company's share capital and the remainder to invested unrestricted equity fund. As a result of subscription of the shares company's share capital may increase by a maximum of EUR22,500 and invested unrestricted equity fund by EUR202,500. The option rights may be exercised during the share subscription period between Feb. 1, 2007, and Dec. 31, 2012. Subscription period for the option rights and the loan begins on Dec. 15, 2006, and ends on Jan. 3, 2007. About Benefon Headquartered in Salo, Finland, Benefon Oyj -- http://www.benefon.com/-- provides mobile telematics solutions saving lives, securing assets and improving field management. The company also operates in the Czech Republic, Russia and the U.K. At Dec. 31, 2005, Benefon Oyj's had EUR4.97 million in total assets and EUR7.30 million in total liabilities, resulting in a EUR2.33 million stockholders' deficit. BENEFON OYJ: Jonathan Bate Quits as Chief Executive Officer ----------------------------------------------------------- Jonathan Bate has resigned as Chief Executive Officer of Benefon Oyj with immediate effect. The Board accepts his resignation and releases him from his duties. The Board of Directors is actively conducting a search for a new Chief Executive Officer. During the search, Tomi Raita, Chief Operating Officer and former Chief Executive of Benefon will assume the responsibilities of Chief Executive Officer. About Benefon Headquartered in Salo, Finland, Benefon Oyj -- http://www.benefon.com/-- provides mobile telematics solutions saving lives, securing assets and improving field management. The company also operates in the Czech Republic, Russia and the U.K. At Dec. 31, 2005, Benefon Oyj's had EUR4.97 million in total assets and EUR7.30 million in total liabilities, resulting in a EUR2.33 million stockholders' deficit. DALSVYAZ OAO: Fitch Affirms Issuer Default Rating at B ------------------------------------------------------ Fitch Ratings affirmed OAO Dalsvyaz's Issuer Default rating at B with Stable Outlook and Short-term rating at B. The ratings reflect the company's strong market position as the incumbent provider of fixed-line telephony services in the Russian Far East. Dalsvyaz has the most developed backbone network and last-mile infrastructure in the region, and continues to dominate in the major segments of local and zonal telephony, and long-distance interconnect. "Although Dalsvyaz achieved significant deleveraging in 2005 and H106, the acquisition of a 51% stake in Sakhatelecom will confront Dalsvyaz with a number of financial and operational challenges," disclosed of Nikolai Lukashevich, Director with Fitch's TMT team. Dalsvyaz's net debt to EBITDA declined to 1.6x at end-2005 and further down to 1.3x at end-H106 on an LTM basis from 2.1x at end-2004. However, management projects that following the Sakhatelecom acquisition, ND/EBITDA is likely to rise to 1.7x in 2007. Fitch estimates that Dalsvyaz reduced its proportion of short-term debt to 10% at end-2006 from 52% at end-2004, improving its debt maturity profile. Fitch acknowledges competition is limited for reasons of a lack of alternative infrastructure. However, despite a high urbanization rate at 76%, an obligation to service an extremely large operating territory with low population density makes Dalsvyaz a high-cost telecom provider, exerting downward pressure on its margins. Introduction of per-minute billing in 2007 is expected to ease regulatory pressure, improve profitability of local service and reduce cross-subsidisation. The company has also benefited from the deregulation of the Russian long-distance market in January 2006 and the introduction of Calling Party Pays rule in July 2006, strengthening its role as a core infrastructure provider and providing additional revenues from other operators and fixed-to-mobile traffic. New, mostly internet-related, services account for a small but rapidly increasing share of revenues, which may provide the company with sufficient diversification away from regulated segments in the future. As Dalsvyaz has modernized much of its network since end-2002, capex requirements as a proportion of both revenues and profit has slowed significantly. Lower capex and strong EBITDA generation may lead to a positive free cash flow as early as 2007, although this remains a challenge. Dalsvyaz achieved considerable cost-savings, and Fitch expects that continuing efficiency improvements will help defend margins. The ratings also reflect the influence of the company's majority shareholder Svyazinvest on strategic decision-making and its potential lobbying support. LOCKO-BANK: Fitch Keeps Issuer Default Rating at B- --------------------------------------------------- Fitch Ratings affirmed Russia-based Locko-bank's ratings at Issuer Default rating B-, Short-term B, Individual D, Support 5 and National Long-term BB+. The Outlooks for the IDR and National Long-term ratings remain Stable. The ratings of Locko reflect its small size by international standards, limited, albeit developing, franchise, some business concentrations and modest core profitability. They also take into account its currently good asset quality, reasonable capitalization and adequate liquidity, which is supported by improved access to capital. Profitability remains modest, burdened mainly by FX losses from the USD-denominated part of Locko's equity and loan provisions. Performance was rather weak in H106 but improved in Q306, due to higher net interest income on increased lending and a higher loans/assets ratio. However, continued franchise development, aimed at promoting lending to small and medium-sized enterprises in the regions, may put further pressure on profitability, at least initially. Nevertheless, there is some upside potential from increasing the share of higher-yielding SME loans in Locko's total loan book in the long run. Locko's loan book grew 81% during 9M06, by far exceeding the previous full year's growth of 41%. Standard SME loans almost doubled during 9M06 with their share increasing to over 17% of the loan book. Although borrower concentration has decreased, the level remains a concern for Fitch. However, concentration risk may improve further, provided Locko is able to realize its strategy of regional SME expansion. Asset quality has been good, with impaired loans at 0.8% of gross loans at end-9M06 and reasonably covered by loan loss reserves. Liquidity is adequate but may be undermined by a short-term concentrated funding base. Locko makes efforts to diversify and lengthen its funding through wholesale borrowings, raising two syndications for around US$62 million in 2006, a US$10 million loan from EBRD in end-2005 and a RUR300 million loan from the International Finance Corporation in Q206. Locko also has plans for several wholesale borrowings, including a eurobond deal in 2007. Locko's Basel I total capital ratio was a respectable 19.4% at end-9M06, albeit down from 28.3% at end-2005; however, due to the sale of an investment property in H106, the share of free capital has increased. To support continued growth, Locko plans to make an approximate US$25 million subordinated debt placement and some US$30 million share issuance in 2007. Upside potential for the ratings may result from a substantial increase in the bank's size and franchise, improved core profitability, as well as further customer and funding diversification. Downward pressure is unlikely at present, but could arise from a worsening of asset quality, depressed capitalization or a major liquidity shortfall. Locko is a Moscow-based bank with 16 outlets, serving corporates and high net-worth individuals. Since 2004, it has been expanding into SME lending. Locko ranked within the top 100 Russian banks by equity and assets at end-9M06. It is owned by several individuals, none of whom has a stake of over 20%, the IFC and East Capital Group. The latter two recently acquired 15% and 11% respectively of Locko from dormant shareholders. Locko's strategy is currently being refined by the bank's foreign shareholders. This is likely to result in more aggressive growth in the medium term, with the aim of improving market share and brand recognition. LUKOIL OAO: Sells Astra Jack-Up Rig for US$40.3 Million ------------------------------------------------------- OAO Lukoil sold its 100% share in Lukoil Shelf Limited and Lukoil Overseas Orient Limited, which owned and operated Astra jack-up rig to OOO Eurasia Drilling Company. Transaction price came to US$40.3 million. Astra is designed for offshore field exploration in the Caspian Sea, and represents a three-pole platform with the mount height of 66 meters, which can be used to drill underwater with water depth up to 45 meters and well depth of 5,000 meters. In the last decade, OAO Lukoil has discovered six major multi- layer oil and gas condensate fields in the Caspian Sea. Astra sale transaction is made in the framework of selling non- core assets by the Lukoil Group. About Lukoil Headquartered in Moscow, Russia, OAO Lukoil (LSE: LKOD; MICEX, RTS: LKOH) -- http://www.lukoil.com/-- explores and produces oil & gas, petroleum products and petrochemicals, and markets the outputs. Most of the Company's exploration and production activity is located in Russia, and its main resource base is in Western Siberia. * * * As reported in the TCR-Europe on July 12, Standard & Poor's Ratings Services raised its long-term corporate credit rating on Lukoil OAO to 'BB+' from 'BB'. S&P said the outlook is positive. ROSNEFT OIL: Earns US$2.93 Billion for January-September 2006 ------------------------------------------------------------- OAO Rosneft Oil Co. released its results for the nine months ended Sept. 30, 2006, prepared according to U.S. Generally Accepted Accounting Principle. For the first nine months of 2006, Rosneft posted 18.5% decrease in net profit to US$2.93 billion, against a 50.6% hike in revenues to US$25.52 billion. Rosneft blamed the lower figure to 22.4% hike in tax payment and 66.2% increase in export duty. The company posted US$6.4 billion in EBITDA for the first nine months of 2006, compared with US$5.63 billion in EBITDA for the same period in 2005. Rosneft posted a US$3.56 billion net cash flow from operating activities in the January-September 2006 period, compared with US$1.99 billion for the same period in 2005. The company also registered US$2.13 billion in capital investments for the first nine months of 2006, compared with US$1.29 billion for the same period in 2005. The group also extracted 10.12 billion cubic meters of natural gas in January-September 2006, compared with 9.41 billion cubic meters in the same period in 2005. About Rosneft Headquartered in Moscow, Russia, OAO Rosneft Oil Co. -- http://ns.roilcom.ru/english/-- produces and markets petroleum products. The Company explores for, extracts, refines and markets oil and natural gas. Rosneft produces oil in Western Siberia, Sakhalin, the North Caucasus and the Arctic regions of Russia. * * * Standard & Poor's assigned B+ ratings to Rosneft's long-term and local foreign issuer credit, while Fitch assigned BB+ ratings to the Company's foreign currency and local currency long-term debt in 2005. ROSNEFT OIL: Hikes Oil & Gas Production in 2006 ----------------------------------------------- OAO Rosneft Oil Co. increased its 2006 year-on-year oil production by 8.2% and natural gas production by 4.2%, RIA Novosti says. "According to preliminary data, the company's units will have produced 80.6 million tons of oil and gas condensate, which is 8.2% more than the 2005 figure," Rosneft said in a statement. Rosneft added that gas production in 2006 will be 13.63 billion cubic meters, 4.2% more than it extracted in 2005. The company attributed the increase to the commissioning of new wells in: -- Rosneft-Yuganskneftegaz, -- Rosneft-Severnaya neft, -- Rosneft-Sakhalinmorneftegas and -- Rosneft-Krasnodarneftegaz and to increased production volumes on the Sakhalin I oil and gas project and acquisition of oil producer Udmurtneft. Rosneft drilled and commissioned 411 new oil wells in 2006, RIA Novosti reports. Rosneft forecasted a 11.7% hike in oil and gas condensate production to 90 million tons in 2007. About Rosneft Headquartered in Moscow, Russia, OAO Rosneft Oil Co. -- http://ns.roilcom.ru/english/-- produces and markets petroleum products. The Company explores for, extracts, refines and markets oil and natural gas. Rosneft produces oil in Western Siberia, Sakhalin, the North Caucasus and the Arctic regions of Russia. * * * Standard & Poor's assigned B+ ratings to Rosneft's long-term and local foreign issuer credit, while Fitch assigned BB+ ratings to the Company's foreign currency and local currency long-term debt in 2005. TRANSNEFT OAO: Forecasts RUR63.6 Billion Net Profit for 2007 ------------------------------------------------------------ OAO Transneft expects to post RUR55.2 billion in consolidated net profit this year, RIA Novosti reports. The company also forecasted its consolidated net profit to increase by 15% year-on-year to RUR63.6 billion in 2007. "The distribution of profit will focus on the replenishment of fixed assets," Transneft said in a statement. About the Company Headquartered in Moscow, Russia, OAO Transneft -- http://www.transneft.ru/-- operates one of the largest networks of oil pipelines in the world. The company moves crude oil through more than 30,000 miles of pipeline stretching across Eastern Europe and Asia. Transneft operates a transportation network consisting of more than 30,000 miles of pipeline, about 330 pump stations, and 934 tankers capable of storing more than 13 million cu. meters of petroleum product. The company transports about 93% of the oil produced in Russia. * * * OAO Transneft carries 'BB' rating from Fitch Ratings. VNESHTORGBANK JSC: Arranges US$30-Mln Loan for TAS-Kommerzbank -------------------------------------------------------------- Vneshtorgbank JSC, Standard Bank Plc, HSBC Bank plc and Anglo- Romanian Bank Limited, in their capacity as the Mandated Lead Arrangers, and a consortium of lenders have signed into a US$36-million Syndicated term loan facility for JSCB TAS- Kommerzbank. The loan bears a margin of 2.90% p.a. and has maturity of 364 days. Ten banks have joined the Facility: -- Arranger: Alpha Bank A.E. -- Co-Arrangers -- Zuercher Kantonalbank, -- Banco Internacional do Funchal S.A., -- Bank Austria Creditanstalt AG -- Lead Managers -- Atlantic Forfaitierungs AG; Banque BIA, -- International Moscow Bank, -- Finansbank (Holland) N.V. -- Icebank, -- JSC Trasta Komercbanka, and -- Export-Import Bank of the Republic of China. About Vneshtorgbank Headquartered in Moscow, Russia, JSC Vneshtorgbank -- http://www.vtb.ru/-- and its subsidiaries offers a wide range of banking services and conducting operations in both Russian and international markets. As of Dec. 31, 2005, the Group had a network of 151 branches, including 55 branches of VTB, 42 branches of VTB Retail Services and 54 branches of Industry and Construction Bank, located in major Russian regions. The Group operates through three subsidiaries located in the CIS (Armenia, Georgia, Ukraine), seven subsidiaries located in Western Europe (Austria, Cyprus, Switzerland, Germany, Luxembourg, France) and Great Britain and through five representative offices located in India, Italy, China, Byelorussia and Ukraine. * * * Following the recent upgrade of the Russian sovereign foreign and local currency IDRs to BBB+ from BBB, Fitch ratings lifted Vneshtorgbank's Upgraded to foreign currency and local currency IDR to BBB+ from BBB with a Stable Outlook and Short-term to F2 from F3. Fitch also affirmed the Individual rating at C/D and Support at 2. Fitch also upgraded Vnesheconombank IDR rating to BBB+ from BBB with a Stable Outlook; and Short-term to F2 from F3. Fitch affirmed the Support rating at 2. YURGINSKY MASHZAVOD: RUR302-Mln Debt Sends Firm to Bankruptcy ------------------------------------------------------------- The Arbitration Court of Kemerovo Region has commenced bankruptcy proceedings against OOO Yurginsky Mashzavod over unpaid debts. The company owes around RUR302.4 million to three creditors, including state-controlled OAO Sberbank Rossii for around RUR168.4 million. The creditors have asked the Court to begin external bankruptcy management procedure on the company. According to AK&M News, Yurmash comprises 40 separate firms that were sold to Yuzhkuzbassugol top managers in October 2002. The new owners, after consolidating the firms' fixed assets and staff to form Yurmash, tried to liquidate the firm's other structures without initiating bankruptcy proceedings. Local tax authorities, however, stopped the liquidation process. The Arbitration Court of Kemerovo Region is located at: Krasnaya Str. 8 Kemerovo Region Russia The Debtor can be reached at: OOO Yurginsky Mashzavod ul.Shosseynaya 3 Yurga Kemerovo Region 652050 Russia Tel: +7 38451 74007 +7 38451 74384 Fax: +7 38451 41209 +7 38451 74499 ========= S P A I N ========= CHURCH & DWIGHT: Moody's Upgrades Corporate Family Rating to Ba1 ---------------------------------------------------------------- Moody's Investors Service upgraded the corporate family rating of Church and Dwight Company Inc. to Ba1 from Ba2. This rating action reflects Moody's view that the incremental portfolio benefits achieved via recent acquisitions significantly offset the slightly higher leverage incurred over the last 12 months. At the same time, Moody's views CHD's historical track record of achieving solid organic growth and quickly integrating acquisitions in order to achieve expected synergies and restore credit metrics as key positive factors in the upgrade. The outlook is stable. "CHD's corporate family rating and stable outlook are supported by the company's consistent ability to generate solid operating performance from its diversified product portfolio of leading, innovative brands in its premium categories, and with sufficient scale, known brands and price competitiveness in its value categories," says Moody's Vice President Janice Hofferber. The company's participation in generally stable, disposable, household and personal care categories, its leading market share positions, its growth potential in international markets; and management's disciplined financial policies will continue to support free cash flow generation and deleveraging. The ratings are constrained by its smaller scale in relation to its competitors that often have significantly more financial flexibility, greater bargaining power with retail customers, and considerably larger resources available to seek market share gains in the respective categories. Moody's notes, however, that CHD's dual focus on brand support and cost efficiency combined with the company's balanced growth strategy are important offsets to scale. Recent acquisitions have been important strategic and synergistic additions to the portfolio and more importantly, CHD has a proven track record of effective integration. While Moody's anticipates that debt reduction will be an important priority for free cash flow, it recognizes that the company will continue to seek strategic opportunities to grow and will maintain its prudent financial policies in executing these strategies. Ratings upgraded: -- Corporate family rating to Ba1 from Ba2; -- Probability of default rating to Ba1 from Ba2; -- US$100 million convertible senior debentures to Ba1, LGD4, 56% from Ba2, LGD4, 59%; and, -- US$250 million senior subordinated notes due to Ba2, LGD5, 84% from Ba3, LGD5, 85%. Ratings affirmed: -- US$100 million senior secured revolving credit facility due 2009, affirmed at Baa3; -- US$528 million senior secured term loan A facility due 2011, affirmed at Baa3. Outlook is stable. Headquartered in Princeton, New Jersey, Church & Dwight Co. Inc. -- http://www.churchdwight.com/-- manufactures and sells sodium bicarbonate products popularly known as baking soda. The company also makes laundry detergent, bathroom cleaners, cat litter, carpet deodorizer, air fresheners, toothpaste, and antiperspirants. The company's international business includes operations in Australia, Canada, Mexico, the United Kingdom, France and Spain. MILACRON INC: Inks Five-Year US$105-Mln Loan with GE-Corporate -------------------------------------------------------------- Milacron Inc. reported the signing of a five-year revolving credit facility providing up to US$105 million of borrowing availability. The new asset-based loan, provided by GE-Corporate Lending, increases Milacron's total borrowing capacity by approximately US$17 million, based on current asset levels. The new facility, which matures in 2011, replaces the company's current US$75 million ABL, which was due to expire in 2008. "Achieving access to greater liquidity, at more attractive terms, gives us confidence that Milacron will have the resources over the long term to remain focused on important strategic initiatives, such as new product development, expanding our presence in emerging markets and improving our worldwide customer support capabilities," said Ross A. Anderson, senior vice president and chief financial officer. The new ABL consists of a facility with up to US$95 million of borrowing capacity, in addition to an overadvance facility with up to US$10 million of borrowing capacity. There are no performance covenants as long as the company complies with certain minimum availability thresholds. Complete terms of the agreement are being filed with the Securities and Exchange Commission. Lazard assisted Milacron in arranging the financing. "Providing financing solutions to support our clients throughout their business lifecycle is something we specialize in," said Rob McMahon, managing director, GE-Corporate Lending. "We worked closely with Milacron to understand their needs and structured financing to help maximize liquidity and flexibility." Headquartered in Cincinnati, Ohio, Milacron Inc. (NYSE: MZ) -- http://www.milacron.com/-- manufactures and supplies plastics-processing equipment and related supplies. Milacron is also one of the largest global manufacturers of synthetic water- based industrial fluids used in metalworking applications. The company has major manufacturing facilities in North America, Europe, and Asia. Milacron's annual revenues approximated US$805 million over the last twelve months. The company has an office in South Korea, and joint ventures in China and India. In Europe, the company maintains operations in Belgium, Germany, Italy, the Netherlands, Spain, and England. * * * On October 3, 2006, Moody's Investors Service's confirmed its Caa1 Corporate Family Rating for Milacron Inc., and its Caa1 rating on the company's 11.5% senior notes. Additionally, Moody's assigned an LGD 3 rating to those bonds, suggesting noteholders will experience a 44% loss in the event of a default. =========== S W E D E N =========== LIONBRIDGE TECH: Refinances Debt Facility with New US$100MM Loan ---------------------------------------------------------------- Lionbridge Technologies Inc. replaced its entire existing debt facility with a new revolving credit facility of US$100 million, of which US$78 million will be drawn at close. The new bank syndicate credit facility, led by HSBC Bank USA N.A., will reduce the Company's annual cost of debt by US$1 million to US$2 million, depending upon average outstanding balances. It will also provide the Company with greater flexibility to meet its long-term growth and operational goals. The initial interest rate on the new facility will be LIBOR + 1.75% as compared to a LIBOR + 3.25% effective rate on the previous facility. The new credit facility replaces an existing US$100 million term loan B facility and US$25 million revolver obtained in July of 2005 that consisted of an aggregate funded amount of US$102.0 million, of which the company has repaid approximately US$22 million to date. With this new revolving credit facility, Lionbridge will retire its previous term loan B facility in its entirety. There are no cash prepayment penalties resulting from the retirement of the former facility. The Company will incur a US$2.6 million, non-cash, expense in fourth quarter of 2006 related to unamortized previously capitalized financing fees under the prior facility. The Company has continuously been in compliance with all covenants under the terms of its term loan B facility as of September 30, 2006, the Company's last reporting date under that facility. "The establishment of this favorable replacement credit facility, in such short time following the BGS acquisition, indicates the successful financial evolution of Lionbridge," Stephen Lifshatz, Chief Financial Officer, said. "As the Company continues to generate strong cash flows, this revolver- based structure will enable us to lower our interest expense. It also gives us the flexibility to pursue attractive growth opportunities that are consistent with the Company's long-term strategy." The new credit facility includes a provision that allows the Company to increase the revolving credit commitment by up to US$50 million, subject to certain restrictions and lender approval, over its five-year term. About Lionbridge Headquartered in Waltham, Mass., Lionbridge Technologies, Inc. (Nasdaq: LIOX) -- http://www.lionbridge.com/-- provides "globalization and offshoring" services. Lionbridge combines global resources with program management methodologies to serve as an outsource partner throughout a client's product and content lifecycle -- from development to globalization, testing and maintenance. The company also operates in Brazil, Canada, Chile, Belgium, Denmark, United Kingdom, Finland, France, Germany, Ireland, Italy, The Netherlands, Norway, Poland, Portugal, Slovakia, Spain, Sweden, China, India, Japan, South Korea, Singapore and Taiwan. * * * Lionbridge carries assigned its 'B' corporate credit rating from Standard & Poor's Ratings Services. Standard & Poor's assigned its 'B' bank loan rating and a recovery rating of '4' to Lionbridge's US$125 million credit facilities. The recovery rating of '4' indicates an expectation of marginal (25%-50%) recovery of principal in the event of a payment default. The credit facilities consist of a US$25 million revolving creditfacility due 2010 and a US$100 million term loan B due 2011. SP said the outlook is stable. LIONBRIDGE TECHNOLOGIES: Moody's Withdraws Low-B Ratings -------------------------------------------------------- Moody's has withdrawn the ratings of Lionbridge Technologies Inc.'s senior credit facilities following the company's recent refinancing of its existing facilities. Moody's does not rate the company's new credit facility. Moody's also withdrew the company's B1 Corporate Family Rating. Ratings withdrawn: -- US$25 million senior secured revolving credit facility due 2010, Ba2 (LGD2 -- 20%) -- US$100 million senior secured term loan B due 2011, Ba2 (LGD2 -- 20%) -- Speculative grade liquidity rating, SGL-2 -- Corporate Family Rating, B1 Lionbridge Technologies Inc., headquartered in Waltham, Massachusetts, is a leading provider of globalization and testing services that enable clients to develop, release, manage and maintain their enterprise content and technology applications globally. The company recognized revenue of US$415 million for the 12 months ended Sept. 30, 2006. =========== T U R K E Y =========== T.C. ZIRAAT: Moody's Changes Outlook on E+ FSR to Positive ---------------------------------------------------------- Moody's Investors Service changed the outlook on the E+ financial strength rating of the Turkish bank, T.C. Ziraat Bankasi A.S., to positive from stable. The outlook on the bank's B1/Not-Prime deposit ratings remains stable. According to Moody's, the outlook change reflects the broad improvement in Ziraat's risk profile and franchise quality and the expectation that the bank's good profitability is sustainable over the short to medium term. Moody's notes that, over the past two years, Ziraat has established a credible retail lending business and has also taken substantive steps to modernize its operations through the introduction of a core banking solution in 2005, the upgrade of its ATM network and new hires. Moody's also points to the improving composition of Ziraat's extensive government securities portfolio that is now chiefly composed of more liquid floating-rate marketable securities. The size of the Turkish government exposure, however, represents very high single-party concentration and continues to constrain the rating Moody's concludes that the continued development of Ziraat's lending franchise could reduce the bank's reliance on net interest income from government securities and could therefore exert further positive pressure on the FSR. Headquartered in Ankara, Turkey, T.C. Ziraat Bankasi had total assets of YTL65 billion (US$48.35 billion) at the end of December 2005. ============= U K R A I N E ============= VNESHTORGBANK JSC: Arranges US$30-Mln Loan for TAS-Kommerzbank -------------------------------------------------------------- Vneshtorgbank JSC, Standard Bank Plc, HSBC Bank plc and Anglo- Romanian Bank Limited, in their capacity as the Mandated Lead Arrangers, and a consortium of lenders have signed into a US$36-million Syndicated term loan facility for JSCB TAS- Kommerzbank. The loan bears a margin of 2.90% p.a. and has maturity of 364 days. Ten banks have joined the Facility: -- Arranger: Alpha Bank A.E. -- Co-Arrangers -- Zuercher Kantonalbank, -- Banco Internacional do Funchal S.A., -- Bank Austria Creditanstalt AG -- Lead Managers -- Atlantic Forfaitierungs AG; Banque BIA, -- International Moscow Bank, -- Finansbank (Holland) N.V. -- Icebank, -- JSC Trasta Komercbanka, and -- Export-Import Bank of the Republic of China. About Vneshtorgbank Headquartered in Moscow, Russia, JSC Vneshtorgbank -- http://www.vtb.ru/-- and its subsidiaries offers a wide range of banking services and conducting operations in both Russian and international markets. As of Dec. 31, 2005, the Group had a network of 151 branches, including 55 branches of VTB, 42 branches of VTB Retail Services and 54 branches of Industry and Construction Bank, located in major Russian regions. The Group operates through three subsidiaries located in the CIS (Armenia, Georgia, Ukraine), seven subsidiaries located in Western Europe (Austria, Cyprus, Switzerland, Germany, Luxembourg, France) and Great Britain and through five representative offices located in India, Italy, China, Byelorussia and Ukraine. * * * Following the recent upgrade of the Russian sovereign foreign and local currency IDRs to BBB+ from BBB, Fitch ratings lifted Vneshtorgbank's Upgraded to foreign currency and local currency IDR to BBB+ from BBB with a Stable Outlook and Short-term to F2 from F3. Fitch also affirmed the Individual rating at C/D and Support at 2. Fitch also upgraded Vnesheconombank IDR rating to BBB+ from BBB with a Stable Outlook; and Short-term to F2 from F3. Fitch affirmed the Support rating at 2. =========================== U N I T E D K I N G D O M =========================== AQUILAE CLO: Moody's Assigns Ba3 Rating on Class E Notes -------------------------------------------------------- Moody's Investors Service assigned these long term ratings to eight classes of Notes issued by Aquilae CLO II P.L.C.: -- EUR207,000,000 Class A Floating Rate Notes, due 2023: Aaa; -- EUR21,600,000 Class B Floating Rate Notes, due 2023: Aa2; -- EUR17,100,000 Class C Deferrable Floating Rate Notes, due 2023: A2; -- EUR15,300,000 Class D Deferrable Floating Rate Notes, due 2023: Baa3; -- EUR15,000,000 Class E Deferrable Floating Rate Notes, due 2023: Ba3; -- EUR7,000,000 Class X Combination Notes, due 2023: A3; -- EUR8,000,000 Class Y Combination Notes, due 2023: A2; -- EUR1,500,000 Class Z Combination Notes, due 2023: Baa2; The EUR24,000,000 Subordinated Notes due 2023, have not been rated. The ratings address the expected loss posed to investors by the legal final maturity in 2023. The rating assigned to the Class Y Combination Notes addresses the expected loss posed to the investors by the legal final maturity in 2023 as a proportion of the rated balance, where the rated balance is equal, at any time, to the principal amount of the Class Y Combination Notes on the closing date minus the aggregate of all payments made from the closing date to such date, either through interest or principal payments. The ratings assigned to the Class X and Z Combination Notes by Moody's address the expected loss posed to the investors by the legal final maturity in 2023 as a proportion of the rated balance and of the rated coupon, where the rated balance is equal, at any time, to the principal amount of the Class X and Z Combination Notes, respectively, on the closing date plus a Rated Coupon of 0.25% and 0.125% per annum, respectively, applied on the outstanding rated balance minus the aggregate of all payments made from the closing date to such date, either through interest or principal payments The ratings of the notes are based primarily upon: -- the characteristics of the underlying collateral, -- the performance of the Notes in relation to various default scenarios and related stress-test analyses, -- the governing legal structure, and -- the abilities of the Collateral Manager This transaction is a high yield collateralized loan obligation related to a collateral portfolio of approximately EUR300 million, comprised primarily of European senior secured loans. This portfolio is dynamically managed by Henderson Global Investors Limited. This portfolio will be partially acquired at closing date and partially during the 12 months ramp-up period in compliance with portfolio guidelines (which include, among other tests, a diversity score test, a weighted average rating factor test and a weighted average spread test). Thereafter, the portfolio of loans will be actively managed and the portfolio manager will have the option to buy or sell assets in the portfolio. Any addition or removal of assets will be subject to a number of portfolio criteria. CENTRAL GARDEN: Earns US$65.5 Million in Year Ended Sept. 30 ---------------------------------------------------------- Central Garden & Pet Company reported fourth quarter and full year results for its fiscal year ended Sept. 30, 2006. Net income for the year increased 22% to US$65.5 million from US$53.8 million in the prior year. Net sales for fiscal year 2006 were US$1.62 billion, an increase of 17% from US$1.38 billion in fiscal 2005. Operating income increased 37% to US$137 million compared to last year. These results include US$7.6 million in costs associated with the profit acceleration program, US$5.1 million in costs related to equity compensation, a US$9.9 million gain related to the Axelrod litigation settlement and an offsetting US$9.9 million in costs associated with increased discretionary brand building and strategic work. Depreciation and amortization for the year was US$24.0 million compared to US$19.6 million in the prior year. Branded product sales increased 23%. Sales of other manufacturers' products, as anticipated, declined 1%. Organic sales growth, adjusted for the disposition of an operating unit and the reduction of certain third party accounts related to our garden distribution operations in fiscal 2005, was 7% for the year. For the fourth quarter of fiscal 2006, the company reported net sales of US$421 million, an increase of 30% from US$323 million in the comparable 2005 period. Income from operations for the quarter increased 68% to US$21.4 million from US$12.7 million in the year ago period. Net income for the quarter decreased 10% to US$6.0 million, from US$6.7 million in the year ago period. Excluding the US$9 million spent for discretionary brand building and strategic work in the fourth quarter, operating income was US$30.4 million. The quarter's results also include costs of approximately US$2.1 million associated with its profit acceleration program and US$1.1 million in costs related to equity compensation. Depreciation and amortization for the quarter was US$5.3 million compared to US$5.4 million in the year ago period. Branded product sales increased 38%. Sales of other manufacturers' products increased 3%. Organic sales growth was 14%. "We had both an excellent fourth quarter and fiscal year characterized by strong sales and record profits," noted Glenn Novotny, President and Chief Executive Officer of Central Garden and Pet. "Throughout the year, we focused on strengthening our brands through our commitment to innovation and contribution from strategic acquisitions. We also improved our effectiveness and efficiency, expanding our operating margins by 110 basis points and improving our return on invested capital by 90 basis points for the year." "We project fiscal 2007 to be another solid year in terms of sales growth. We are, however, experiencing significantly higher-than-expected grain costs associated primarily with our wild bird feed operations," noted Mr. Novotny. "Mixed crop yields, global shortages combined with increased demand for bio- fuel crops, such as corn, for ethanol plants, has resulted in skyrocketing grain costs. Grain costs, associated primarily with our wild bird feed operations, have increased up to approximately 40% over the past 30 to 90 days. After including expected price increases at retail, we project an US$8 to US$10 million operating profit reduction for the year. However, despite this pressure, we believe we will grow operating earnings by approximately 20% and continue to expand margins." At Sept. 30, 2006, the company's balance sheet showed US$1.5 billion in total assets, US$802.3 million in total liabilities, US$3 million in convertible redeemable preferred stock, US$1.2 million in minority interest, and US$727.4 million in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the year ended Sept. 30, 2006, are available for free at http://researcharchives.com/t/s?1788 About Central Garden Headquartered in Walnut Creek, California, Central Garden & Pet Company (NASDAQ: CENT) -- http://www.central.com/-- markets and produces branded products for the lawn & garden and pet supplies markets. Products are sold to specialty independent and mass retailers. The company also provides a host of other regional and application-specific garden and pet brands and supplies. The company has approximately 5,000 employees, primarily in North America and Europe. * * * As reported in the Troubled Company Reporter on Sept. 28, 2006, Moody's Investors Service affirmed its Ba3 corporate family rating for Central Garden and Pet Company. Additionally, Moody's held its Ba2 probability-of-default rating on the company's US$350 million senior secured revolver. DANKA BUSINESS: Unveils Total Voting Rights as at December 19 ------------------------------------------------------------- Danka Business Systems Plc disclosed that its share capital and voting rights consists of 258,249,024 Ordinary shares with voting rights attached (one vote per ordinary share) and no shares are held in Treasury. In addition, the company had a total of 340,464 participating shares in issue. Holders of Danka Participating Shares are entitled to as many votes for each Danka Participating Share owned as equals the number of Danka Ordinary Shares into which the Danka Participating Share is convertible. The Danka Participating Shares are convertible into Danka Ordinary Shares at a rate per Danka Participating Share calculated by dividing the liquidation return for the Danka Participating Shares, which is US$1,000 per Danka Participating Share plus accumulated and unpaid dividends from the last Danka Participating Share dividend payment date, by a conversion price of US$3.11 per Danka Participating Share. The Danka Participating Share dividend accumulates on a daily basis; therefore, the conversion rate increases fractionally on a daily basis until the next Danka Participating Share dividend is paid. As at Dec. 19, the conversion rate was 323.517 Danka Ordinary Shares per Danka Participating Share. The liquidation return is subject to increase in some circumstances if Danka is in default of its payment obligations under the Danka Participating Shares, and the conversion price is subject to increase in some circumstances to protect Danka Participating Shareholders against dilution. Therefore the total number of voting rights in Danka is 368,394,916. About the Company Headquartered in London, England and St. Petersburg, Florida, Danka Business Systems PLC -- http://www.danka.com/-- is one of the largest independent providers of office imaging equipment, document solutions and related services and supplies in the United States and Europe. * * * As reported in the Troubled Company Reporter-Europe on Feb. 17, Moody's Investors Service downgraded the corporate family rating of Danka Business Systems PLC to B3 from B2 and maintained a negative ratings outlook. The downgrade reflects continued weak financial performance, negative cash flow from operations and a difficult competitive environment. Moody's took these rating actions: * Downgraded corporate family rating to B3 from B2 * Affirmed US$175 million senior unsecured notes (guaranteed) due 2010 at B3 Moody's said the outlook remain negative. According to a report by the TCR Europe on Feb. 10, Standard & Poor's Ratings Services lowered its corporate credit and senior unsecured ratings on St. Petersburg, Florida-based Danka Business Systems PLC to 'B-' from 'B'. The downgrade reflects continued year-over-year revenue declines and weak profitability. S&P said the outlook is negative. FALCONBRIDGE LTD: Xstrata's Chilean Union Snubs Wage Offer ---------------------------------------------------------- A Chilean union at Xstratata plc, the parent firm of Falconbridge Ltd., rejected a wage offer presented by management in a bid to prevent a strike this week. Falconbridge owned Altonorte before the firm was purchased by Xstrata this year. According to Bloomberg News, workers at the Altonorte copper smelter refused a wage increase of 1 percentage point to 4 percentage points above inflation. Altonorte produced 297,567 tons of almost pure copper in 2005, Bloomberg says. Union members make up 70% of the smelter's workforce. About Xstrata Xstrata plc -- http://www.xstrata.com/-- is a major global diversified mining group, listed on the London and Swiss stock exchanges. The Group is and has approximately 24,000 employees worldwide, including contractors. Xstrata does business in six major international commodities markets: copper, coking coal, thermal coal, ferrochrome, vanadium and zinc, with additional exposures to gold, lead and silver. The Group's operations and projects span four continents and nine countries: Australia, South Africa, Spain, Germany, Argentina, Peru, Colombia, the United Kingdom and Canada. Xstrata holds a 97% stake in Falconbridge. About Falconbridge Headquartered in Toronto, Ontario, Falconbridge Limited (TSX:FAL.LV)(NYSE: FAL) -- http://www.falconbridge.com/-- is a leading copper and nickel company with investments in fully integrated zinc and aluminum assets. Its primary focus is the identification and development of world-class copper and nickel orebodies. It employs 14,500 people at its operations and offices in 18 countries, including Malaysia. The company owns nickel mines in Canada and the Dominican Republic and operates a refinery and sulfuric acid plant in Norway. It is also a major producer of copper (38% of sales) through its Kidd mine in Canada and its stake in Chile's Collahuasi mine and Lomas Bayas mine. Its other products include cobalt, platinum group metals, and zinc. * * * Falconbridge's CDN$150 million 5% convertible and callable bonds due April 30, 2007, carry Standard & Poor's BB+ rating. FEDERAL-MOGUL: Bankruptcy Court Okays Ernst & Young as Advisors --------------------------------------------------------------- The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware approved Ernst & Young LLP's continued employment as Federal-Mogul Corp. and its debtor- affiliates' accounting, tax, valuation, and actuarial advisors, and independent auditors. The Debtors asked the Court to clarify that the scope of Ernst & Young LLP's continued employment as their independent auditors and as accounting, tax, valuation, and actuarial advisors encompasses the services similar to what the firm has provided in previous years: -- international tax advisory services, -- individual employee tax compliance, -- international assignment services, and -- international assignment compliance advisory tax services. The Debtors also want Ernst & Young to provide their non-Debtor affiliates with certain international assignment compliance and advisory tax services, which encompass the preparation of tax returns, annual tax reimbursement calculations, tax gross-ups, estimated tax payment requests, and tax return extension requests. The services will be provided to and paid for by certain non-Debtor affiliates located outside of the United States, and will be rendered by member firms of Ernst & Young's global network. Ernst & Young has asked the Debtors to seek Court approval for those services to the non-Debtor affiliates to preclude any contention that its services somehow conferred a benefit on the Debtors that required retention under Section 327(a) of the Bankruptcy Code. Ernst & Young's fees for the Continued Services will be billed in specified amounts and at its current rates, which, in some instances, reflect ordinary course adjustments to the firm's previous hourly rates. Headquartered in Southfield, Michigan, Federal-Mogul Corporation -- http://www.federal-mogul.com/-- is one of the world's largest automotive parts companies with worldwide revenue of some US$6 billion. The company filed for chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed US$10.15 billion in assets and US$8.86 billion in liabilities. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the Official Committee of Unsecured Creditors. (Federal-Mogul Bankruptcy News, Issue No. 117; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) FEDERAL-MOGUL: Trizec to Serve on Asbestos Claimants Panel ---------------------------------------------------------- Kelly Beaudin Stapleton, the United States Trustee for Region 3, appoints Trizec Properties Inc. to serve on the Official Committee of Asbestos Property Damage Claimants in Federal-Mogul Corp. and its debtor-affiliates' chapter 11 cases. According to Andrew R. Vara, Assistant United States Trustee, two members voluntarily resigned from the Asbestos PD Committee: (a) The Hill School, effective Oct. 30, 2006; and (b) Richard Blythe, effective Dec. 6, 2006. Moxie Real Estate is also out of the Asbestos PD Committee because it is no longer eligible to serve on the committee. Moxie's asbestos property damage claim was expunged, and it is no longer a creditor by virtue of a Court order dated June 13, 2006, which sustained the Debtors' objection to asbestos property damage claims that failed to comply with the Court's Bar Date Order. The Asbestos PD Committee is now composed of: (1) Anderson Memorial Hospital c/o Speights & Runyan Attn: Daniel A. Speights P. O. Box 685 200 Jackson Avenue, East Hampton, South Carolina 29924 Tel: 803-943-4444 Fax: 803-943-4599 (2) Jacksonville College c/o Dies & Hile, LLP Attn: Martin W. Dies 1009 West Green Avenue Orange, Texas 77630 Tel: 409-883-4394 Fax: 409-883-4814 (3) Trizec Properties, Inc. c/o Philip J. Goodman 280 N. Old Woodward, Ste 407 Birmingham, Michigan 48009 Tel: 248-647-9300 Fax: 248-647-8481 Headquartered in Southfield, Michigan, Federal-Mogul Corporation -- http://www.federal-mogul.com/-- is one of the world's largest automotive parts companies with worldwide revenue of some US$6 billion. The company filed for chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed US$10.15 billion in assets and US$8.86 billion in liabilities. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the Official Committee of Unsecured Creditors. (Federal-Mogul Bankruptcy News, Issue No. 117; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) FEDERAL-MOGUL: Court Sustains Objection on Hill School's Claim -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware sustained the objection of Federal-Mogul Corporation and its debtor affiliates to the Hill School's Claim No. 4708 because its underlying claims against T&N Limited were fully settled and released as a result of the T&N National Schools Settlement Agreement. The Hill School, a private high school in Pottstown, Pennsylvania, was a member of a certified national class action, through which certain claims were fully settled against T&N Limited. The National Schools Class Action was filed in the U.S. District Court for the Eastern District of Pennsylvania in 1983 on behalf of a purported class comprised of all public and private elementary and secondary schools in the U.S. asserting presence of asbestos-containing material on their properties. The Pennsylvania District Court certified the Class as an opt-out class in 1984, and the certification was upheld by the U.S. Court of Appeals for the Third Circuit in 1986. The Hill School did not opt out of the class. In 1991, T&N and certain duly authorized class representatives agreed to settle the National Schools Class Action for US$3,000,000. The Pennsylvania District Court subsequently approved the agreement, which provided T&N with a general release of all claims relating to asbestos-related property damage. On Aug. 16, 2006, the Debtors sent a letter to Timothy D. Forester to express their position that The Hill School's Claim No. 4708 should be disallowed because its underlying claims had been released pursuant to the T&N National Schools Settlement Agreement. The Debtors asked whether The Hill School disagreed with their position with respect to Claim No. 4708, and advised the claimant to submit evidence, if any, that it did not opt out of T&N's settlement in the National Schools Class Action. Having received no response to the letter, the Debtors' counsel contacted Mr. Forester on Sept. 14, 2006, and was informed that Mr. Forester had received the Debtors' letter and that he had no information on the National Schools Class Action or about whether or not The Hill School had opted out of the Class. The Debtors believe that The Hill School is deemed to have constructively released all Claims against T&N and Federal- Mogul, including, but not limited to, Claim No. 4708. Furthermore, the Debtors note that the Hill School was not listed anywhere on the official Opt-Out List for the National Schools Class Action. The Hill School, by failing to opt out of the Class, was bound by the terms and conditions of the T&N National Schools Settlement Agreement. Headquartered in Southfield, Michigan, Federal-Mogul Corporation -- http://www.federal-mogul.com/-- is one of the world's largest automotive parts companies with worldwide revenue of some US$6 billion. The company filed for chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed US$10.15 billion in assets and US$8.86 billion in liabilities. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the Official Committee of Unsecured Creditors. (Federal-Mogul Bankruptcy News, Issue No. 117; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) FORD MOTOR: Changan Ford Mazda Names Jeffrey Shen as President -------------------------------------------------------------- Changan Ford Mazda Automobile Co. Ltd.'s board of directors has disclosed that Jeffrey Shen is appointed president of the company, effective Jan. 1, 2007. Phil Spender, the current president of Changan Ford Mazda Automobile will undertake a new assignment as chief operating officer of Ford Motor (China), Ltd. Changan Ford Mazda Automobile is a joint venture of Changan Automotive Group of China, Ford Motor Company, and Mazda Motor Corporation. "Mr. Spender joined Changan Ford Mazda Automobile in May 2005. Under his leadership, the company has been undergoing unprecedented business expansion. In the first 11 months of 2006, the company achieved over 140% year-on-year sales growth to become the fastest growing automaker in China. Mr. Spender led the successful launch of Ford Focus, which is one of the top selling products in China's C-segment car market. He also played a key role in the production of Mazda3 and Volvo S40 at CFMA. "In representing the board, I would like to extend our sincere appreciation to Mr. Spender and wish him all the best for his new position at Ford Motor China," Changan Ford Mazda Automobile chairman Yin Jiaxu said. "In the mean time, we are very pleased to have Mr. Shen take over the president position. His experiences in the automotive industry expand across manufacturing, product development, service, sales & marketing, and overall management. Mr. Shen has outstanding results with his leadership on these positions. We believe he is the right person to lead the fast growing Changan Ford Mazda Automobile," Yin Jiaxu said. "Jeffrey has been leading the Ford Lio Ho since December 2001. He has made great contribution to the continuous development of Ford Lio Ho. We believe, with his rich experience at Ford Lio Ho, Jeffrey will lead Changan Ford Mazda Automobile team to achieve its aggressive business objectives," Changan Ford Mazda vice chairman Mei Wei Cheng said. Kiyoshi Ozaki, Director and Senior Managing Executive Officer of Mazda Motor Corporation, one of the parent companies of Changan Ford Mazda Automobile, expressed his welcome to Jeffrey Shen as well. "Jeffrey used to be the managing director of Mazda Taiwan. His experience of working with different partners, including Mazda Motor Corporation, will enable him to play a good management and coordination role on his new assignment." Mr. Ozaki said. Jeffrey Shen was born in Taiwan in 1951. He received a bachelor's degree in Mechanical Engineering from the National Cheng Kong University, and an EMBA certificate of the Executive Program from the University of Michigan in 1996. Jeffrey Shen has been the President of Ford Lio Ho located in Chung Li, Taiwan, from Dec. 1, 2001. Before his current position, he was the Marketing & Sales Vice President of Ford Lio Ho. He joined the company as an Engine Engineering Supervisor in 1976 and held a variety of manufacturing and product development management positions before being promoted to Product Development Vice President in May 1990. In June 1997, he moved from the technical affairs to the field of customer services as the Vice President of Ford Customer Service Division. About Ford Motor Co. Headquartered in Dearborn, Michigan, Ford Motor Company (NYSE: F) -- http://www.ford.com/-- manufactures and distributes automobiles in 200 markets across six continents. With more than 324,000 employees worldwide, the company's core and affiliated automotive brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and Volvo. Its automotive-related services include Ford Motor Credit Company and The Hertz Corporation. * * * As reported in the Troubled Company Reporter-Europe on Dec. 13, Standard & Poor's Ratings Services affirmed its 'B' bank loan and '2' recovery ratings on Ford Motor Co. after the company increased the size of its proposed senior secured credit facilities to between US$17.5 billion and US$18.5 billion, up from US$15 billion. As reported in the Troubled Company Reporter on Dec. 7, 2006, Fitch Ratings downgraded Ford Motor Company's senior unsecured ratings to 'B-/RR5' from 'B/RR4' due to the increase in size of both the secured facilities and the senior unsecured convertible notes being offered. As reported in the Troubled Company Reporter on Dec. 6, 2006, Moody's Investors Service assigned a Caa1, LGD4, 62% rating to Ford Motor Company's US$3 billion of senior convertible notes due 2036. FORD MOTOR: In Talks with Toyota Execs Over Partnership Deals ------------------------------------------------------------- Ford Motor Co. CEO Alan Mulally met with Toyota Motor Corp. chairman Fujio Cho to discuss its first potential partnership deals, CNNMoney.com reports. Ford Executive VP Mark Fields also attended the meeting last week. According to the Japanese business daily newspaper Nihon Keizai Shimbun, Ford expressed its interest in Toyota's hybrid and fuel-cell technologies and its work in reducing manufacturing and parts procurement costs. Ford Oscar Suris, in an interview with the Japanese newspaper, said that the automaker would neither confirm nor deny the report. Mr. Suris added that the company officials are in talks with that matter. Reports show that a Toyota Representative also refused to comment, saying any remark would have to come from the company's headquarters in Japan. However, the Japanese newspaper discloses that Toyota considered a partnership with Ford as a way to ease potential friction with the U.S. auto industry. About Ford Motor Co. Headquartered in Dearborn, Michigan, Ford Motor Company (NYSE: F) -- http://www.ford.com/-- manufactures and distributes automobiles in 200 markets across six continents. With more than 324,000 employees worldwide, the company's core and affiliated automotive brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and Volvo. Its automotive-related services include Ford Motor Credit Company and The Hertz Corporation. * * * As reported in the Troubled Company Reporter-Europe on Dec. 13, Standard & Poor's Ratings Services affirmed its 'B' bank loan and '2' recovery ratings on Ford Motor Co. after the company increased the size of its proposed senior secured credit facilities to between US$17.5 billion and US$18.5 billion, up from US$15 billion. As reported in the Troubled Company Reporter on Dec. 7, 2006, Fitch Ratings downgraded Ford Motor Company's senior unsecured ratings to 'B-/RR5' from 'B/RR4' due to the increase in size of both the secured facilities and the senior unsecured convertible notes being offered. As reported in the Troubled Company Reporter on Dec. 6, 2006, Moody's Investors Service assigned a Caa1, LGD4, 62% rating to Ford Motor Company's US$3 billion of senior convertible notes due 2036. FORD MOTOR: Inks MOU's with Cooper-Standard and Flex-N-Gate ----------------------------------------------------------- Ford Motor Company disclosed that it entered into a Memorandum of Understanding with Cooper-Standard Automotive and Flex-N- Gate. Cooper-Standard MOU The MOU with Cooper-Standard Automotive is for Cooper-Standard's purchase of the Automotive Components Holdings' fuel rail manufacturing operations at its El Jarudo, Mexico, plant. The El Jarudo Plant is a North American maquiladora plant and producer of automotive fuel rails. The plant employs about 500 people. It is part of Automotive Components Holdings, a Ford- managed temporary company formed in October 2005. "The acquisition of this facility will be a key step in expanding our ability to provide a broad array of fluid subsystems and modules in North America," Cooper-Standard Automotive chief executive officer Jim McElya said. "The ACH facility has excellent quality levels and will be a strong addition to our manufacturing footprint." "This transaction provides the ability to expand our product offering with fuel rails. The layout of the facility gives us the opportunity to optimize our manufacturing in North America, and further enhance our competitive position," Cooper-Standard Automotive's Fluid Systems president Larry Beard said. "This MOU represents more progress as our North American Way Forward plan moves into high gear," Mark Fields, president of The Americas and Ford executive vice president, said. "This is another positive sign of progress toward our commitment to sell selected operations by the end of 2008." "I am delighted to be announcing our second MOU this month," Al Ver, chief executive officer and chief operating officer, Automotive Components Holdings and Ford vice president, said. "Cooper-Standard has a strong focus on the business and the people." Flex-N-Gate MOU Ford Motor MOU with Flex-N-Gate outlines the plans, which have been established for Flex-N-Gate's purchase of Automotive Components Holdings' fascia and fuel tank operations at its Milan, Michigan, plant. The Milan Plant produces automotive front and rear fascias and fuel tanks. The plant currently employs about 700 people, including salaried employees leased from Visteon and UAW hourly employees leased from Ford. It is part of Automotive Components Holdings, a Ford-managed temporary company formed in October 2005. Flex-N-Gate is a growing, international and privately held company with numerous manufacturing operations in several countries. Flex-N-Gate has a solid reputation in the plastics and metal forming industries and has content on virtually all- major automotive nameplates. "This MOU on another Automotive Components Holdings business represents continued momentum for our Way Forward Acceleration," Mark Fields, president of The Americas and Ford executive vice president, said. "These sales enhance our ability to reduce material costs and obtain high-quality, competitively priced components in North America." "ACH has had a flurry of activity as we end the year and I am pleased to announce our third MOU in one month," Automotive Components Holdings chief executive officer and chief operating officer and Ford vice president Al Ver said. "This MOU with Flex-N-Gate underscores our progress with the ACH strategy." "This MOU is a statement of our intention to be a key part of Ford's initiatives. We enjoy a long and valued relationship with Ford. This agreement will build on our relentless efforts to expand our customer base and product/service offerings," Flex-N-Gate chief executive officer Shahid Khan said. "There are many reasons why this deal makes sense. Milan is a plant with great technical and production capabilities; it will support our continued alignment with Ford. Milan also offers us an exciting opportunity to acquire fuel tank competencies and continue our growth throughout the industry." The deal is contingent upon a new and competitive agreement with the UAW. Other issues to be addressed before conclusion of a Final Agreement include the alignment of property taxes with the current property value. About Automotive Components Holdings Automotive Components Holdings produces automotive and architectural glass, and automotive interior, climate, chassis, and powertrain components at 10 plants in the U.S. and three in Mexico. About Cooper-Standard Automotive Headquartered in Novi, Mich., Cooper-Standard Automotive Inc. is a global automotive supplier specializing in manufacturing and marketing of systems and components for the automotive industry. Products include body-sealing systems, fluid handling systems, and NVH control systems. Cooper-Standard Automotive employs more than 16,000 people across 61 facilities in 14 countries. Cooper-Standard Automotive is a privately held portfolio company of The Cypress Group and Goldman Sachs Capital Partners Funds. About Ford Motor Co. Headquartered in Dearborn, Michigan, Ford Motor Company (NYSE: F) -- http://www.ford.com/-- manufactures and distributes automobiles in 200 markets across six continents. With more than 324,000 employees worldwide, the company's core and affiliated automotive brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and Volvo. Its automotive-related services include Ford Motor Credit Company and The Hertz Corporation. * * * As reported in the Troubled Company Reporter-Europe on Dec. 13, Standard & Poor's Ratings Services affirmed its 'B' bank loan and '2' recovery ratings on Ford Motor Co. after the company increased the size of its proposed senior secured credit facilities to between US$17.5 billion and US$18.5 billion, up from US$15 billion. As reported in the Troubled Company Reporter on Dec. 7, 2006, Fitch Ratings downgraded Ford Motor Company's senior unsecured ratings to 'B-/RR5' from 'B/RR4' due to the increase in size of both the secured facilities and the senior unsecured convertible notes being offered. As reported in the Troubled Company Reporter on Dec. 6, 2006, Moody's Investors Service assigned a Caa1, LGD4, 62% rating to Ford Motor Company's US$3 billion of senior convertible notes due 2036. MILACRON INC: Inks Five-Year US$105-Mln Loan with GE-Corporate -------------------------------------------------------------- Milacron Inc. reported the signing of a five-year revolving credit facility providing up to US$105 million of borrowing availability. The new asset-based loan, provided by GE-Corporate Lending, increases Milacron's total borrowing capacity by approximately US$17 million, based on current asset levels. The new facility, which matures in 2011, replaces the company's current US$75 million ABL, which was due to expire in 2008. "Achieving access to greater liquidity, at more attractive terms, gives us confidence that Milacron will have the resources over the long term to remain focused on important strategic initiatives, such as new product development, expanding our presence in emerging markets and improving our worldwide customer support capabilities," said Ross A. Anderson, senior vice president and chief financial officer. The new ABL consists of a facility with up to US$95 million of borrowing capacity, in addition to an overadvance facility with up to US$10 million of borrowing capacity. There are no performance covenants as long as the company complies with certain minimum availability thresholds. Complete terms of the agreement are being filed with the Securities and Exchange Commission. Lazard assisted Milacron in arranging the financing. "Providing financing solutions to support our clients throughout their business lifecycle is something we specialize in," said Rob McMahon, managing director, GE-Corporate Lending. "We worked closely with Milacron to understand their needs and structured financing to help maximize liquidity and flexibility." Headquartered in Cincinnati, Ohio, Milacron Inc. (NYSE: MZ) -- http://www.milacron.com/-- manufactures and supplies plastics-processing equipment and related supplies. Milacron is also one of the largest global manufacturers of synthetic water- based industrial fluids used in metalworking applications. The company has major manufacturing facilities in North America, Europe, and Asia. Milacron's annual revenues approximated US$805 million over the last twelve months. The company has an office in South Korea, and joint ventures in China and India. In Europe, the company maintains operations in Belgium, Germany, Italy, the Netherlands, Spain, and England. * * * On October 3, 2006, Moody's Investors Service's confirmed its Caa1 Corporate Family Rating for Milacron Inc., and its Caa1 rating on the company's 11.5% senior notes. Additionally, Moody's assigned an LGD 3 rating to those bonds, suggesting noteholders will experience a 44% loss in the event of a default. PEMBRIDGE SQUARE: Moody's Assigns Ba1 Rating on EUR16-Mln Notes --------------------------------------------------------------- Moody's assigned long term ratings to the following Notes issued by Pembridge Square Finance Limited: -- EUR17,000,000 Class A1 Floating Rate Credit-Linked Notes: Aaa; -- EUR80,000,000 Class A2 Floating Rate Credit-Linked Notes: Aaa; -- EUR70,000,000 Class B Floating Rate Credit-Linked Notes: Aa1; -- EUR60,000,000 Class C Floating Rate Credit-Linked Notes: Aa2; -- EUR50,000,000 Class D Floating Rate Credit-Linked Notes: Aa3; -- EUR40,000,000 Class E Floating Rate Credit-Linked Notes: A2; -- EUR25,000,000 Class F Floating Rate Credit-Linked Notes: A3; -- EUR22,000,000 Class G Floating Rate Credit-Linked Notes: Baa2; and -- EUR16,000,000 Class H Floating Rate Credit-Linked Notes: Ba1. The Class H Floating Rate Credit Linked Notes attach after a threshold of EUR40,000,000. Moody's ratings address the expected loss posed to investors by the legal final maturity (January 2041). Moody's ratings address only the credit risks associated with the transactions, other non-credit risks have not been addressed, but may have significant effect on yield to investors. In this transaction, Pembridge Square Finance Limited will issue Credit-Linked Notes exposed to EUR2 billion of reference notional. The portfolio consists of corporate reference obligations representing EUR300 million of credit exposure to structured finance securities, EUR1 billion of direct corporate credit exposure and the mezzanine tranches of ten bespoke CDOs, each EUR70 million. The proceeds from the issuance of each Class of Notes will be transferred to KBC Investment Hong Kong Limited under a an investment agreement. The payments by KBC Investment Hong Kong Limited under this agreement are guaranteed by KBC Bank. The transaction permits the issuer to switch the collateral, in which case the guaranteed investment may be replaced by a repurchase agreement or a total return swap. Eligible investments are securities with a rating not below Aa3 issued by governmental and corporate entities as well as asset-backed securities rated at least Aa3. As credit default swap counterparty and portfolio mananger, KBC Investments Cayman Islands Ltd. will identify the initial reference portfolio and may subsequently replace any of the reference entities included in the direct corporate portfolio, in the ten bespoke CDO reference pools and in the structured finance portfolio. It may also adjust the subordination of each bespoke CDO obligation. This will all be subject to certain investment guidelines and in particular the satisfaction of a maximum Moody's Metric test computed by the Moody's CDOROM model. The pool may include up to 5% of synthetic single-name exposure to structured finance securities, i. e. credit default swaps on single structured finance securities, referred to as "Proxy ABS securities". Inclusion of such assets is subject to each tranche passing of a modified version of the Moody's Metric test. It should be noted that the corporate exposures and the bespoke CDO exposures will terminate in January 2017 and the Notes will then benefit from a spread two-times step-up. Structured finance reference obligations may however have a maturity that goes beyond 2017, and therefore the Notes may be amortized at a later date. PPI TRAINING: Amco Agency Selling IT Training Company ----------------------------------------------------- Amco Agency Ltd. is offering to sell the business of PPI Training Ltd, a well established IT and Professional skills training company. The assets to be auctioned features: -- three fully equipped training centers: Birmingham, Leeds, London; -- turnover GBP10.5 million, -- fleet of seven climate controlled mobile training classroom; -- Microsoft Gold Partner, IITT Gold Standard Accredited; -- Professional Skills and IT Training Courses -- Rated number 10 in the U.K. (revenue 2005) by Train-net.co.uk; -- Quality focused operation. ISO 9000:2000; -- broad range of clients including blue chip and public sector; -- 190 page course catalogue detailing 350 courses; -- managed services operation offering design and implementation; Inquiries can be addressed to: Michael Charles Amco Agency Limited Suite 501 International House 223 Regent Street London W1B 2QD United Kingdom E-mail: Enquiries@amco-agency.co.uk REFCO INC: Chapter 11 Plan Effective; Orderly Wind-Up Begins ------------------------------------------------------------ The Chapter 11 plan of Refco Inc. and certain of its Direct and Indirect Subsidiaries, including Refco Capital Markets, Ltd. and Refco F/X Associates, LLC, became effective on Dec. 26, 2007. The Debtors' Chapter 11 plan had been confirmed by the U.S. Bankruptcy Court for the Southern District of New York on Dec. 15, 2006. The effective date of the plan now permits the companies to complete an expeditious orderly wind-up of their businesses. As reported in the Troubled Company Reporter on Dec. 19, 2006, the Plan is premised on a series of interdependent settlements and compromises in one of the most complex bankruptcy cases in history. Under the terms of the Plan, secured lenders who were owed US$717.7 million were paid in full in cash prior to confirmation of the Plan; bondholders are expected to receive 83.4 cents on the dollar for their claims; Refco Capital Markets' securities customers are expected to receive approximately 85.6 cents on the dollar for their claims, and Refco Capital Markets' general unsecured creditors are expected to receive approximately 37.6 cents on the dollar for their claims. General unsecured creditors at the other Refco companies are expected to receive between 23 and 37.5 cents on the dollar for their claims. In addition, shareholders and certain creditors of the company will have the opportunity to participate in recoveries obtained by both the Litigation Trust and Private Actions Trust, which will hold certain litigation claims. The effectiveness of the Plan enables Marc S. Kirschner, the Chapter 11 Trustee of Refco Capital Markets, Ltd., to make substantial interim distributions to creditors of Refco Capital Markets by year-end. The other Refco companies will be wound up by RJM, LLC, operated by Robert J. Manzo, and assisted by Capstone Advisory Group, LLC. About Refco Inc. Headquartered in New York City, Refco Inc. (OTC: RFXCQ) -- http://www.refco.com/-- is a diversified financial services organization with operations in 14 countries and an extensive global institutional and retail client base. Refco's worldwide subsidiaries are members of principal U.S. and international exchanges, and are among the most active members of futures exchanges in Chicago, New York, London and Singapore. In addition to its futures brokerage activities, Refco is a major broker of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Refco is one of the largest global clearing firms for derivatives. The company and 23 of its affiliates filed for chapter 11 protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents the Official Committee of Unsecured Creditors. Refco reported US$16.5 billion in assets and US$16.8 billion in debts to the Bankruptcy Court on the first day of its chapter 11 cases. Refco LLC, an affiliate, filed for chapter 7 protection on Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134). Refco, LLC, is a regulated commodity futures company that has businesses in the United States, London, Asia and Canada. Refco, LLC, filed for bankruptcy protection in order to consummate the sale of substantially all of its assets to Man Financial Inc., a wholly owned subsidiary of Man Group plc. Albert Togut, the chapter 7 trustee, is represented by Togut, Segal & Segal LLP. On April 13, 2006, the Court appointed Marc S. Kirschner as Refco Capital Markets Ltd.'s chapter 11 trustee. Mr. Kirschner is represented by Bingham McCutchen LLP. RCM is Refco's operating subsidiary based in Bermuda. Three more affiliates of Refco, Westminster-Refco Management LLC, Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case Nos. 06-11260 through 06-11262). Refco Commodity Management, Inc., formerly known as CIS Investments, Inc., a debtor-affiliate of Refco Inc., filed for chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No. 06-12436). ROYAL STAFFORD: RSM Robson Rhodes Selling Tablemaker ---------------------------------------------------- Gerald Smith and John Whitfield, in their capacity as joint administrators of Royal Stafford Tableware Ltd., are offering to sell the company's business and assets. The assets to be auctioned: -- manufactures of earthenware tableware; -- operates from leasehold premises in Stoke on Trent; -- has established blue chip customer base in both U.K. and abroad; -- reports annual turnover of around GBP3.5 million; -- features skilled and dedicated workforce of around 100 people. Inquiries can be addressed to: Kerry Stewart RSM Robson Rhodes LLP Centre City Tower 7 Hill Street Birmingham B5 4UU United Kingdom Tel: 0121 697 6000 Fax: 0121 697 6112. E-mail: kerry.stewart@rsmi.co.uk RSM Robson Rhodes LLP -- http://www.robsonrhodes.co.uk/-- provides a wide range of auditing, assurance, advisory and compliance services for both private and public sectors. The firm is a member of the RSM International, the world's sixth largest international organization of accountants and business advisers. SEA CONTAINERS: Posts US$50.9 Million Net Loss in October 2006 -------------------------------------------------------------- Sea Containers, Ltd. Unaudited Balance Sheet As of October 31, 2006 Assets Current Assets Cash and cash equivalents US$52,084,064 Trade receivables, less allowances for doubtful accounts 1,197,118 Due from related parties 10,077,614 Prepaid expenses and other current assets 4,369,498 ------------ Total current assets 67,728,294 Fixed assets, net - Long-term equipment sales receivable, net - Investment in group companies - Intercompany receivables - Investment in equity ownership interests 199,120,137 Other assets 3,454,797 ------------ Total assets US$270,303,229 ============ Liabilities and Shareholders' Equity Current Liabilities Accounts payable US$14,462 Accrued expenses 24,978,283 Current portion of long-term debt 26,042,311 Current portion of senior notes 385,040,923 ------------ Total current liabilities 436,075,980 Total shareholders' equity (165,772,752) ------------ Total liabilities and shareholders' equity US$270,303,228 ============ Sea Containers, Ltd. Unaudited Statement of Operations For the Month Ended October 31, 2006 Revenue US$2,938,790 Costs and expenses: Operating costs 407,541 Selling, general and administrative expenses (8,560,523) Charges to provide against intercompany accounts (39,630,334) Depreciation and amortization 58,700 ------------ Total costs and expenses (47,724,616) ------------ Loss on sale of assets (1,681,276) ------------ Operating (loss) income (46,467,102) Other income (expense) Interest income 141,572 Foreign exchange gains (losses) 26,875 Interest expense, net (4,554,537) ------------ (Loss) Income before taxes (50,853,192) Income tax expense (100,000) ------------ Net (loss) (US$50,953,192) ============ A full-text copy of the Debtors' schedules of cash receipts and disbursements is available for free at: http://bankrupt.com/misc/SeaContainers About Sea Containers Headquartered in Hamilton, Bermuda, Sea Containers Ltd. -- http://www.seacontainers.com/-- provides passenger and freight transport and marine container leasing. Registered in Bermuda, the company has regional operating offices in London, Genoa, New York, Rio de Janeiro, Sydney, and Singapore. The company is owned almost entirely by United States shareholders and its primary listing is on the New York Stock Exchange (SCRA and SCRB) since 1974. On Oct. 3, the company's common shares and senior notes were suspended from trading on the NYSE and NYSE Arca after the company's failure to file its 2005 annual report on Form 10-K and its quarterly reports on Form 10-Q during 2006 with the U.S. Securities and Exchange Commission. Through its GNER subsidiary, Sea Containers Passenger Transport operates Britain's fastest railway, the Great North Eastern Railway, linking England and Scotland. It also conducts ferry operations, serving Finland and Estonia as well as a commuter service between New York and New Jersey in the U.S. Sea Containers Ltd. and two subsidiaries filed for chapter 11 protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156). Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they reported US$1.7 billion in total assets and US$1.6 billion in total debts. SEA CONTAINERS: Files Schedules of Assets and Liabilities --------------------------------------------------------- A. Real Property none B. Personal Property B.1 Cash on Hand none B.2 Bank Accounts Bank of America - London, UK Acct# *****015 US$89,522 Acct# *****023 - Bank of Bermuda Acct# *****52590 27,029 Acct# *****5539 1,865 Bank of Scotland - Leeds, UK Acct# *****001 - Acct# *****242 1,143 Acct# *****USD01 435 Barclays Bank PLC - London, U.K. 27 Barclays - London, U.K. 464,750 Commerce Bank - Delaware, USA 250,970 JPMorgan Chase Bank - London, UK Acct# *****501 79,770 Acct# *****702 - Acct# *****704 40,906 Acct# *****705 - Acct# *****706 32,148 JPMorgan Chase Bank - New York, USA Acct# *****382 40,700 Acct# *****705 15,302 HSBC - NY 131,685 NatWest PLC - London, U.K. 6,749 Societe Generale & Investment Bank 48,915,946 Societe Generale - London, U.K. 2,671 B.3 Security Deposits none B.4 Household goods none B.5 Book, art work & collectibles none B.6 Wearing apparel none B.7 Furs and jewelry none B.8 Firearms and sporting goods none B.9 Interests in Insurance Policies unknown B.10 Annuities none B.11 Interests in retirement plans none B.12 Stock and Interests none B.13 Stocks and Interests in Businesses unknown B.14 Interests in Partnerships or Joint Ventures Orca Line - less than 50% ownership 65,741 West Star - less than 50% ownership 2,289 Sociate Bananiere de Motobe SA unknown Alliance Reefer Container Line unknown B.15 Bonds none B.16 Accounts Receivable Trade Containerships, Ltd. OY 88,932 Havana Club International SA 87,003 Islamic Republic of Iran 1,269,761 JSV Logicstic SL 57,841 Naviera Pinillos SA 114,018 Nenufar Shipping SA 87,025 Orient Express Hotels Ltd. 215,336 Reef Shipping Ltd. 57,096 Servinaves Panama SA 773,977 Others 455,317 Unallocated Cash (830,269) Unpaid Commissions to Container Lease Agents (9,933) Unpaid Commissions to be written off in Oct. 2006 (156,488) Provisions for Bad Debt (1,549,921) Advance Billings (320,429) GE SeaCo 10,104,217 Pescara 450,000 SNAV 96,879 Deposits 651,653 Share Option Loans 59,309 Insurance Recovery 44,681 Other 2,188 B.17 Alimony none B.18 Other liquidated debts owed none B.19 Equitable and future interests none B.20 Contingent Interests none B.21 Other Contingent & Unliquidated Claims none B.22 Intellectual Property unknown B.23 General Intangibles unknown B.24 Customer Lists none B.25 Automobiles none B.26 Boats none B.27 Aircraft none B.28 Office Equipment none B.29 Machinery, furniture and fixtures none B.30 Inventory none B.31 Animals none B.32 Crops none B.33 Farm Equipment & Implements none B.34 Farm Supplies none B.35 Other Personal Property Prepaid Expenses Annual Government Fees 46,238 Insurance 65,031 Professional Advisors 370,000 Other Prepayments 1,610 Long-term asset sales receivables - TOTAL SCHEDULED ASSETS US$62,400,718 ========================================================== C. Property Claimed as Exempt not applicable D. Secured Claim none E. Unsecured Priority Claims none F. Unsecured Non-priority Claims Atlantic Maritime Services US$3,184,811 Contender 2 5,116,079 James B. Sherwood 1,435,961 Marine Container Insurance Co. Limited 11,709,727 S C Iberia 5,896,016 SC Finland Services 18,306,919 SC Holdings 17,052,664 Sea Containers Australia Ltd. 7,451,487 Sea Containers Ports & Ferries Ltd 80,680,292 Sea Containers U.K. 953,472,122 Societe Bananiere De Motobe 1,532,743 SPCP 19,556,914 Superseacat 2 Ltd. 1,697,564 The Bank of New York 19,200,000 The Bank of New York 103,000,000 The Illustrated London News Group 17,553,770 U.S. Trust Company of New York 115,000,000 U.S. Trust Company of New York 149,800,000 Yorkshire Marine Containers Ltd. 13,030,555 Others 706,459 TOTAL SCHEDULED LIABILITIES US$1,545,384,083 ========================================================== About Sea Containers Headquartered in Hamilton, Bermuda, Sea Containers Ltd. -- http://www.seacontainers.com/-- provides passenger and freight transport and marine container leasing. Registered in Bermuda, the company has regional operating offices in London, Genoa, New York, Rio de Janeiro, Sydney, and Singapore. The company is owned almost entirely by United States shareholders and its primary listing is on the New York Stock Exchange (SCRA and SCRB) since 1974. On Oct. 3, the company's common shares and senior notes were suspended from trading on the NYSE and NYSE Arca after the company's failure to file its 2005 annual report on Form 10-K and its quarterly reports on Form 10-Q during 2006 with the U.S. Securities and Exchange Commission. Through its GNER subsidiary, Sea Containers Passenger Transport operates Britain's fastest railway, the Great North Eastern Railway, linking England and Scotland. It also conducts ferry operations, serving Finland and Estonia as well as a commuter service between New York and New Jersey in the U.S. Sea Containers Ltd. and two subsidiaries filed for chapter 11 protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156). Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they reported US$1.7 billion in total assets and US$1.6 billion in total debts. SKYEPHARMA PLC: Finalizes GBP35-Million Financing Agreement ----------------------------------------------------------- SkyePharma PLC has finalized a GBP35-million financing agreement and provides an update on the continuing progress with the Flutiform(TM) development and the potential sale of the Injectable Business. The Group has entered into an agreement with a specialist lending entity domiciled in Ireland and advised by Christofferson, Robb & Company for a 10-year secured amortizing loan facility of approximately GBP35 million. The facility comprises initial commitments of US$35 million and EUR26.5 million repayable over 10 years based on a minimum amortization schedule. This schedule is based on expected receipts from milestone and royalties in respect of certain products. Interest is generally charged on a quarterly basis at the respective U.S. and Euro three-month LIBOR rates plus a 5.85% margin. The loan facility is secured by assignments of certain assets including, once implemented, the receipts in respect of the CRC Products. There is also a covenant (negative pledge) not to grant further securities over the Group's assets and the requirement for prior consent from CRC for certain transactions that could affect CRC's security and risk. There are provisions for the facility to be increased by a further US$15 million (GBP7.6 million) subject to due diligence and progress with a specific product development. None of the aforementioned products include Flutiform(TM). The funds available from this new finance facility will be used to strengthen the Group's balance sheet and provide funds for general working capital purposes and the further development of Flutiform(TM). Flutiform(TM) development The Flutiform(TM) project continues to operate to the original timescales with a target approval in the first half of 2009. The overall costs of the program have increased since the time of the rights issue, which was announced in September 2005, when the estimated costs for Phase III development of Flutiform(TM) were based on the design of the program anticipated at that time and excluded manufacturing implementation, which depended on the structure of future licensing and distribution deals. Since that time, the program has been agreed with the FDA and now includes three efficacy studies and an increased level of respiratory monitoring, resulting in the program presented earlier this year. Further costs have also arisen due to a couple of supply issues, both of which have been dealt with without delaying the project. The Group is also planning to take additional steps to secure the delivery of the program, scale up of commercial manufacturing, and invest in the necessary capital expenditure, as required under the license agreements with Kos and Mundipharma. The estimated costs to the Group to complete the program from now through to launch (excluding saleable launch stock) total approximately US$47 million (GBP23.9 million) of development expenditure and US$13 million (GBP6.6 million) of capital expenditure. Allowing for costs incurred but not yet paid, the Group's estimated cash outflows on Flutiform(TM) development from now through to launch (including capital expenditure) total US$70 million (GBP35.6 million). Injectable Business The Company is currently in exclusive negotiations with a potential buyer to sell the Injectable Business. Subject to agreement on certain terms, negotiations are expected to conclude shortly and any disposal will be subject to shareholder approval. Frank Condella, CEO, SkyePharma said: "We are very pleased to have the support of CRC, who have a strong global presence in structured credit, a deep knowledge of our business and a commitment to the long term. CRC's responsiveness provides a flexible financing alternative and allows us to secure the completion of the development and launch of Flutiform, as well as maintaining progress with the early product pipeline in oral and inhalation products." Headquartered in London, SkyePharma PLC (Nasdaq: SKYE; LSE: SKP) -- http://www.skyepharma.com/-- develops pharmaceutical products benefiting from world-leading drug delivery technologies that provide easier-to-use and more effective drug formulations. There are now twelve approved products incorporating SkyePharma's technologies in the areas of oral, injectable, inhaled and topical delivery, supported by advanced solubilization capabilities. Going Concern Doubt As reported in the Troubled Company Reporter on Aug. 1, PricewaterhouseCoopers LLP in London raised substantial doubt about Skyepharma PLC's ability to continue as a going concern after auditing the company's financial statements for the year ended Dec. 31, 2005. The auditing firm pointed to the uncertainty as to when Skyepharma's certain strategic initiatives may be concluded and their effect on the company's working capital requirements. VOLANTE PUBLIC: Deloitte & Touche Selling Bus Interior Supplier --------------------------------------------------------------- Deloitte & Touche LLP, in its capacity as administrator for Volante Public Transportation Interior Systems Ltd., is offering to sell the company's business and assets. The assets to be auctioned: -- manufactures public transportation interiors for the bus and train industries; -- features a 40,000 sq. ft. leasehold facility and head office located in Trimdon Grange, County Durham; -- holds a reputation for quality and innovative product and an industry-leading worldwide customer base; -- reports turnover of GBP4 million in 10 months to Oct. 31, 2006; -- includes a healthy order book and 70 skilled employees. Inquiries can be addressed to: Tineke Matthews Deloitte & Touche LLP 1 City Square Leeds LS1 2AL United Kingdom Tel: 0113 292 1510 Fax: 0113 244 8942 E-mail: tinmatthews@deloitte.co.uk Deloitte & Touche LLP -- http://www.deloitte.com/-- provides audit, tax, consulting and corporate finance services through more than 9,000 people in 21 locations. The group is the United Kingdom member firm of Deloitte Touche Tohmatsu, a Swiss Verein whose member firms are separate and independent legal entities. WEIGHT WATCHERS: Begins Self-Tender Offer for 8.3M Common Shares ---------------------------------------------------------------- Weight Watchers International Inc. commenced a "modified Dutch auction" self-tender offer for up to 8.3 million shares of its common stock at a price per share not less than US$47 and not greater than US$54, and which is expected to expire at 12:00 midnight, New York City time, on Jan. 18, 2007. The company's directors and executive officers and Artal Holdings Sp. z o.o., its majority shareholder, have advised that they do not intend to tender any shares in the tender offer. The Company anticipates paying for the shares purchased through the tender offer and from Artal and related fees and expenses with up to approximately US$1.2 billion in new borrowings it is negotiating. A portion of the borrowings is also expected to be used to refinance the debt of its subsidiary, WeightWatchers.com. A commitment from Credit Suisse to provide additional capacity under its senior credit facility to finance the purchases and the refinancing was obtained by the company. Credit Suisse Securities (USA) LLC will serve as dealer manager, Georgeson Inc. will serve as information agent and Computershare Trust Company, N.A. will serve as the depositary for the tender offer. Artal Purchase Agreement Prior to commencing the tender offer, the company also entered into an agreement to purchase shares from Artal, which owns approximately 55.2% of the company's outstanding shares of common stock. Under the terms of the agreement, Artal agreed to sell to the company a number of shares of common stock so that Artal's percentage ownership interest in the company's outstanding shares of common stock after the tender offer and the purchase from Artal will be substantially equal to its current level. The purchase will be at the same price per share as paid in the tender offer and is scheduled to occur 11 business days following the expiration date of the tender offer. Headquartered in Woodbury, N.Y., Weight Watchers International, Inc. (NYSE: WTW) -- http://www.weightwatchersinternational.com/ -- provides weight management services, operating in 30 countries through a network of company owned and franchised operations. WEIGHT WATCHERS: S&P Places Ratings on Negative CreditWatch ----------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings for commercial weight-loss service provider Weight Watchers International Inc., including the 'BB' corporate credit rating, on CreditWatch with negative implications, indicating that the ratings could be lowered or affirmed after the completion of Standard & Poor's review. New York-based WWI had about US$817.0 million of total consolidated debt outstanding as of Sept. 30, 2006. At the same time, the ratings on online weight-loss service provider WeightWatchers.com, including the 'B+' corporate credit rating, were affirmed. Standard & Poor's expects the ratings on WW.com would be withdrawn upon the completion of the planned refinancing of its existing senior secured debt. The CreditWatch listing reflects WWI's increasingly aggressive financial policy comes after the company's report that it plans to launch a "modified Dutch auction" self-tender offer for up to 8.3 million shares of its common stock at a price range between $47.00 and US$54.00 per share. Artal Luxembourg S.A., WWI's majority shareholder, plans to retain its pro rata share of common stock outstanding after the completion of the Dutch auction repurchase. WWI also reported its intention to repay the outstanding balance of WW.com's senior secured credit facilities, which consist of a $170 million first-lien term loan and a US$45 million second- lien term loan. WWI intends to fund the share purchases and the planned refinancing of its WW.com facilities through an additional US$1.2 billion in new senior secured bank debt, and has obtained a commitment from Credit Suisse to provide the additional borrowing capacity under its credit facility that is required to complete the proposed transactions. Although WWI does not provide a guarantee for the WW.com credit facilities, Standard & Poor's factors some implicit support for WW.com in its ratings, given the strategic importance and affiliation of WW.com as an additional marketing venue for Weight Watchers. "We expect credit protection measures to weaken as a result of Weight Watchers' more aggressive financial policy," said Standard & Poor's credit analyst Mark Salierno. "Specifically, we expect lease-adjusted consolidated total debt to EBITDA to be in the 4.5x area, compared with adjusted debt leverage of about 2.0x for the 12 months ended Sept. 30, 2006. We will meet with management and review the company's financial policy, pro forma capital structure, planned refinancing of WeightWatchers.com bank debt, and outlook for fiscal 2007 before resolving the CreditWatch listing." * BOOK REVIEW: Wildcatters: A Story of Texans, Oil & Money ---------------------------------------------------------- Author: Sally Helgesen Publisher: Beard Books Paperback: 198 pages List Price: US$34.95 Order your personal copy at http://www.amazon.com/exec/obidos/ASIN/1587982161/internetbankru pt Following three generations of Texas oilmen, Wildcatters covers the history of this field of business that had its beginnings in the late 1800s. Oil exploration, drilling, and refinement in Texas have always had the image as a rough-and-tumble business attracting the adventurous and bold. Few know much about this field beyond its somewhat mythic, larger-than-life image. Ms. Helgesen does not spoil the image. If anything, her book gives it support by her portrayals of a number of men, and a few women relations of theirs, of the different generations. In those early days of the oil industry in the United States, Texas was the "wild cutting edge of the industry." In those days before the big oil companies such as Rockefeller's Standard Oil and later Exxon and Mobil had gained control of the business, it was "open to any white man who could hustle up the money for a rig, talk a farmer into leasing the mineral rights to his land, and then maintain enough optimism or pigheadedness to drill up his leasehold until he either found oil or convinced himself that he had made a mistake." Ms. Helgesen's portrayal of the first generation of Texas oilmen connotes their characteristic energy, enthusiasm, risk-taking, and also their visions of success, which were the basis for the myth that grew up around them. The ones who did tap into deposits of oil used the profits to buy up new leases and founded a dynasty. Monty Moncrief was one such man. A good part of Wildcatters focuses on the life of Dick Moncrief, Monty's grandson. Ms. Helgesen sees a symmetry between the first generation and the third generation of Texas oilmen. The second, or middle generation, was left mainly to the task of overseeing the dynasties founded by their fathers. [This was in the middle decades of the 1900s. The oil giants such as Exxon and Mobil had looked abroad, mostly in the Middle East, for vast deposits of oil they could develop by dealing with an Arab sheik or regional tyrant instead of having to negotiate with numbers of individual farmers and other landowners as they had had to do in Texas in the first phases of the oil industry. Besides, all the easy drilling for oil had been done in Texas.] With the giant oil companies supplying the U.S. from abroad with all the oil it needed at low cost, the Texas oil business slowed down. "The young bulls of the middle generation found no terrain on which they might challenge the old bulls' achievements." [Thus this generation spent their time golfing and card-playing at the country clubs and managing the real estate and other investments their fathers had made with the fortunes they earned from drilling for oil.] But circumstances changed for the third generation. In 1973, the cartel named Organization of Petroleum Exporting Countries decided to raise the prices of their oil. This suddenly made the Texas oil fields competitive again, and also presented opportunities for developing oil fields overseas. Dick Moncrief and other third-generation oilmen throughout Texas sprang into action to pursue the opportunities that had unexpectedly opened up for them. Separated by decades in age from their pioneering grandfathers and facing government bureaucratic regulations in the oil industry, the third generation nonetheless showed something of the same initiative, boldness, enterprise, and ambition as the first generation. By finding overlooked or underdeveloped oil fields in foreign countries, forming partnerships with Mexico's state-controlled oil industry, reviving Texas's moribund oil business, and searching for new oil fields in the West, the younger generation of Texas oilmen made their mark as their grandfathers had. Dick Moncrief was the behind-the-scenes organizer of a plan to increase production at an Israeli oil field and he sought new fields in the Rocky Mountains. Wildcatters portrays representative Texas oilmen, and is a well- woven narrative about this legendary sector of American business. Beyond this, Ms. Helgesen sees the Texas oil business as exemplifying and to some degree preserving the frontier spirit of overcoming challenges with determination, ingenuity, confidence, and optimism. As she writes in her Preface, her experiences in Texas in writing the book turned her into an "optimist in regard to the American free enterprise system, and filled [her] with hope for the future of this country." Sally Helgesen works as a speaker and consultant in the areas of leadership and workplace change. She is the author of five books in these areas, one of which, THE FEMALE ADVANTAGE - WOMEN'S DAY OF LEADERSHIP, was cited in the Wall Street Journal as one of the all-time best books on leadership. Articles on her work have appeared in Fortune and other leading business periodicals. ********* Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than US$3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Thursday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA. Jazel Laureno, Julybien Atadero, Carmel Zamesa Paderog, Joy Agravante, and Zora Jayda Zerrudo Sala, Editors. Copyright 2006. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$575 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Christopher Beard at 240/629-3300. * * * End of Transmission * * *