/raid1/www/Hosts/bankrupt/TCREUR_Public/020102.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

                            E U R O P E

            Wednesday, January 02, 2002, Vol. 3, No. 1


                             Headlines


* B E L G I U M *

SABENA SA: SIC Creditors Promise Not to Recall Money
SABENA SA: Virgin Express, Airholding sa/nv Begin Merger Talks

* G E R M A N Y *

BANKGESELLSCHAFT BERLIN: Supervisory Board Chairman Resigns
BROKAT AG: To Be Delisted From Neuer Markt on January 27
DEUTSCHE TELECOM: Sells 49% Westel Stake to Matav
WUNSCHE AG:  MPC Holdings Willing to Invest in Troubled Firm

* P O L A N D *

ELEKTRIM: To Accept Bondholders' Terms as Bond Buyback Fails

* S W E D E N *

LM ERICSSON: Sells London Assets to BP for GPB117 Million
SCANDINAVIA ONLINE: Eniro Seeks Compulsory Acquisition Of SOL
SCANDINAVIA ONLINE:  EGM Will Propose New Members for Board

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

SULZER MEDICA: Discloses Shareholdings

* U N I T E D   K I N G D O M *

ATLANTIC TELECOM: Atlantic Closure May Take Clients Down
BRAINSPARK PLC: Accepts Beaumont Cornish Bid for AI Software
BRITISH TELECOM: Seeks Buyers for 18% Eutelsat Stake, Paper Says
CEDAR ENTERPRISE: No Longer Has Money, Needs Buyer to Survive
KINGFISHER PLC: Three Non-Executive Directors to Go
NTL INCORPORATED: Offers Employees Poor Options
P&O PRINCESS:  CEO Says Royal Deal a "Merger of Equals"


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


SABENA SA: SIC Creditors Promise Not to Recall Money
----------------------------------------------------

Investors trying to put up another Belgian national airline
through Delta Air Transport got an informal assurance from SIC
creditors last week that they will not call in their money.

According to Dow Jones Newswires, SIC creditors are bent on
keeping another airline afloat, provided that the failed in-house
bank will not add another EUR54.5 million (US$48 million) to DAT
nor enter into new contracts.

A Brussels court ruling last week put the financing plan of DAT
in serious trouble after it stripped the bank of protection.  The
bank's continued operation is key to keeping DAT afloat.

It is not clear how DAT will get the additional financing it
expected from SIC now that the bank's creditors no longer want
any more money spent on the airline's rescue.

Under SIC's restructuring plan, creditors were supposed to waive
EUR60 million (US$53 million) of DAT's EUR109 million (US$96.3
million) debt and swap the remainder for a 15 to 20 percent stake
in DAT.


SABENA SA: Virgin Express, Airholding sa/nv Begin Merger Talks
--------------------------------------------------------------

Virgin Express and Airholding sa/nv, the new owner of Delta Air
Transport, entered last week into exclusive discussion for a
possible merger, reports Dow Jones Newswires.

According to the report, the two sides signed confidentiality
agreements to allow for the full exchange of information.  They
expect the talks to be completed by the first half of this year.

Should it gain approval by European Commission authorities and
shareholders of Virgin Express, the two airlines are going to be
integrated under a new brand name, says the report.

Accordingly, the new Belgian airline will be based in Brussels
and will be business-oriented, serving the main European
destinations with multiple frequencies.


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


BANKGESELLSCHAFT BERLIN: Supervisory Board Chairman Resigns
-----------------------------------------------------------

Bankgesellschaft Berlin AG says its supervisory board chairman
Dieter Feddersen has resigned, effective December 31, due to
"personal and professional" reasons.

The commercial bank, which collapsed into insolvency due to
large-scale real estate transaction discrepancies, says the
replacement for the vacated office will be announced "shortly".


BROKAT AG: To Be Delisted From Neuer Markt on January 27
--------------------------------------------------------

The German e-business software company Brokat AG will be delisted
from the Neuer Markt, the growth section of the Frankfurt stock
exchange, effective January 27, 2002, the Financial Times
Deutschland and FT Information reports.

Brokat, which underwent insolvency proceedings beginning last
month, no longer meets the criteria for listing on the German
stock exchange, explains Deutsche Borse AG.


DEUTSCHE TELECOM: Sells 49% Westel Stake to Matav
-------------------------------------------------

Fixed line operator Deutsche Telekom has sold its remaining 49
percent stake in cellular networks company Westel and Westel 0660
to Hungary's telecom service provider Matav, reports Cellular
News.

The Hungarian company paid US$809 million and has declared to pay
in 2002 an amount equal to 49 percent of the dividend to be
announced by Westel for 2001.

Deutsche Telekom provided a medium term loan to finance the
acquisition price.

Westel is ranked the largest mobile operator in Hungary, with 2.3
million subscribers and over 50 percent GSM market share as of
November 2001.

Deutsche Telekom holds 59.49 percent of MagyarCom, a key
shareholder of Matav.


WUNSCHE AG:  MPC Holdings Willing to Invest in Troubled Firm
------------------------------------------------------------

MPC Holding GmbH is reportedly eyeing to invest in troubled
German textile company Wunsche AG, says Die Welt and FT
Information.

MPC told the German news group last week that it was ready to
inject cash to the troubled company.

The German paper says MPC might strike a deal by mid-January with
Wunsche to avert insolvency.


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

ELEKTRIM: To Accept Bondholders' Terms as Bond Buyback Fails
------------------------------------------------------------

Elektrim says it is now going to accept the terms made by
bondholders after failing to buy back EUR488 million (US$432
million) worth of bonds and has called on the Warsaw court to
mediate the dispute, says AFX News.

The company said: "The board believes the conditions exist to
complete the accommodation procedure and that the company will
stop paying income (on the bonds) soon."

Early last month, Elektrim said that if it is not able to buy
back the bonds, it will pay bondholders an interest of EUR8.4
million (US$7.4 million).


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


LM ERICSSON: Sells London Assets to BP for GPB117 Million
---------------------------------------------------------

Telecommunications company Telefon AB LM Ericsson announced last
week that it has sold its property in St. James' Square, London
to giant petrochemicals group BP PLC for GBP117 million (US$169
million).

BP seeks to transfer its international headquarters to St. James'
Square, Ericsson said.

Ericsson's property disposal is a result of the Swedish group's
long-term and strategic efforts to divest non-core assets.  The
company said it will move its London-based operations to Wigmore
Street.


SCANDINAVIA ONLINE: Eniro Seeks Compulsory Acquisition Of SOL
-------------------------------------------------------------

Online directories company Scandinavia Online AB (SOL) announced
last week that its key shareholder Eniro AB is starting
proceedings to compulsorily buy shares from the company, Dow
Jones Newswires sources say.

SOL announced that it will hold an extraordinary general meeting
on January 17 to elect new board members and decide whether or
not to voluntarily delist the company from the Oslo Bourse.

Eniro owns more than 90 percent of SOL's shares.  Under the
Swedish Companies Act, a dispute relating to shares not owned by
Eniro may be referred to arbitration for compulsory acquisition.

In light of Eniro's majority stake in SOL and the commencement of
compulsory acquisition, SOL's board has applied for delisting of
its shares from the Stockholmsboersen effective January 15.


SCANDINAVIA ONLINE:  EGM Will Propose New Members for Board
-----------------------------------------------------------

Scandinavia Online's extraordinary general meeting in January
will propose new members for SOL's board, including Lars
Guldstrand, president and chief executive of Eniro, Lennart
Bernard, chief financial officer of Eniro, and Mats Eklund,
senior vice president of Market and Business Development at
Eniro.

According to a report obtained from the Dow Jones Newswires, the
current SOL board members will resign from the board.

Outgoing executives include Daniel Johannesson, Sverre Munck,
Ingemar Olsson, Hannu Bergholm, Bjoern Brenna, Franco Fedeli and
Lars Jonsson and Trond Beger.


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


SULZER MEDICA: Discloses Shareholdings
--------------------------------------

To comply with article 20 of Switzerlands Stock Exchange Act,
Sulzer Medica published the following disclosure of
shareholdings:

InCentive Capital, Baarerstrasse 8, 6301 Zug, Switzerland,
through its 100% subsidiary InCentive Investment (Jersey) Ltd.,
has acquired additional securities of Sulzer Medica AG. After the
transaction, InCentive Capital holds 575'991 shares (5,76% of
voting rights), 244'000 call options (2,44% of voting rights) and
396'000 put options (3,96% of voting rights).

Sulzer Medica's subsidiary companies develop, produce, and
distribute medical implants and biological materials for
cardiovascular and orthopedic markets worldwide.

For more information, please contact: Michael Staheli, Investor
Relations at phone number: +41 (0)1 308 38 64, Fax +41 (0)1 308
35 08 or E-Mail: investor-relations@sulzermedica.com.


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


ATLANTIC TELECOM: Atlantic Closure May Take Clients Down
--------------------------------------------------------

The closure of U.K.-based Atlantic Telecom Group plc's networks
may also be the end of many of its business clients throughout
Scotland, says the Scotsman.

Customers will be disconnected on January 2, when the emergency
funding of GBP500,000 (US$724,000) from the department of trade
and industry will ran out.

Chief executive of Glasgow's Chamber of Commerce Duncan Tanahill
expressed concern about Atlantic clients whose company telephone
numbers are the only link to its consumers. Once the company
phone number is disconnected, "business will fall dramatically
with the prospect that they will indeed go out of business
altogether," he said.

Atlantic's networks were due to be shut down last month, but
enterprise minister Wendy Alexander arranged a deal with telecoms
regulator Oftel and Atlantic's administrators to keep the
company's network open for five more weeks.

A spokesperson for the Scottish Executive said that the rescue
package protected some 2,000 Scottish businesses while they made
other agreements.


BRAINSPARK PLC: Accepts Beaumont Cornish Bid for AI Software
------------------------------------------------------------

Brainspark PLC says it has accepted a 4.25 pence per share
takeover offer from Beaumont Cornish for AI Software SpA on all
of its issued and to be issued ordinary shares not yet owned by
AI Software, AFX News reports.

Directors Donald Caldwell and Sheryl Daniels-Young, who represent
28.58 percent of Brainspark's issued share capital, have rejected
AI Software's offer.

AI Software already controls and owns 3.69 percent of
Brainspark's issued share capital, equivalent to 4,550,000
Brainspark Shares.

Directors Paul Corley, Jasper Judd, Stewart Dodd, Noah Freedman
and Andrew Hawkins will agree to resign from the board once the
offer becomes unconditional, says the report.

Don Caldwell and Sheryl Daniels-Young will maintain their
positions.

AI Software expects to maintain trading of Brainspark Shares on
the Alternative Investment Market.

Brainspark announced at the beginning of December that it had
ended takeover talks with an unidentified company and that it
intends to distribute its net assets to shareholders in order to
wind up the company.


BRITISH TELECOM: Seeks Buyers for 18% Eutelsat Stake, Paper Says
----------------------------------------------------------------

The UK's second largest phone company, BT Group Plc, plans to
sell its 18 percent stake in Paris-based satellite operator
Eutelsat SA, the Sunday Telegraph said.

Other stakeholders, including France Telecom SA, Deutsche Telekom
AG and Lehman Brothers Holdings Inc. may also try to sell their
stakes, according to the paper.

Eutelsat, which plans to sell shares in upcoming years, used to
be an inter-governmental treaty organization before it was turned
into a commercial company last year. The paper noted that BT has
been considering ways to dispose of its Eutelsat stake before the
likely public offering.


CEDAR ENTERPRISE: No Longer Has Money, Needs Buyer to Survive
-------------------------------------------------------------

Software and services group Cedar Enterprise Solutions Ltd.
announced last week that it no longer has enough money to fund
operations in the next 12 months and needs a buyer to survive.

The company's delayed interim figures for the year show it has
incurred a GBP53.7 million (US$77.8 million) pre-tax loss
compared to a GBP5.8 million (US$8.4 million) deficit last year.

The company told The Times that it has been conducting talks with
an interested buyer since September, when it came out with a
profit warning.

According to the report, the buyer is expected to offer 5p per
share for Cedar, valuing the group at just GBP4.2 million (US$6
million), a fraction of its GBP1.2 billion (US$1.7 billion)
capitalization last year when its shares hit a high of GBP14.68
(US$21.2).

A formal offer is expected in two weeks, says the report.

The Times also reported that the company's main creditor, Bank
of Scotland, is reportedly threatening to withdraw its funding,
which prompted the frantic move to find a buyer.


KINGFISHER PLC: Three Non-Executive Directors to Go
---------------------------------------------------

At least three non-executive directors are set to go after the
appointment of John Nelson as a non-executive director and deputy
chairman last month, the Sunday Telegraph said.

John Bullock, Peter Hardy and Bernard Thiolon are all over 60
years of age and are expected to retire, the paper said. Margaret
Salmon could also be among those who will depart, the paper
added.

According to the report, Kingfisher will also look for a suitable
replacement for Chief Executive Geoff Mulcahy, who has faced
criticism from investors for failing to stop decline in earnings
over the past three years.


NTL INCORPORATED: Offers Employees Poor Options
-----------------------------------------------

Despite being buried under a GBP12 billion (US$17.3 billion)
debt, the UK's once premier cable TV operator, NTL Inc., has
granted employees 150 share options each in an effort to boost
low morale among its workers, says The Observer.

NTL's chief executive officer Barclay Knapp, in a letter
addressed to its staff, announced the news.

The report notes that staff with at least a year of service in
the company will be entitled to the options priced at US$3.37 per
share.

As NTL's share price has fallen by more that 90 percent to just
over US$1, however, the options are currently worthless.

NTL's attempts to revive itself stalled after it failed to sell
its broadcasting transmission business. The City predicts a debt-
for-equity-swap move by NTL, however, whereby bondholders may
agree to write off billions of dollars in debt in exchange for
shares.


P&O PRINCESS:  CEO Says Royal Deal a "Merger of Equals"
-------------------------------------------------------

P&O Princess CEO Peter Ratcliffe belies insinuations that its
"joint venture" with Royal Caribbean Cruises Ltd. is a "poison
pill."

In a recent interview, Mr. Ratcliffe told the Wall Street Journal
that the move is safe, as both sides consider the deal a merger
between equals.

He said that after January 1, 2003, either side can end the joint
venture and get back their entire investment if the merger fails
to meet certain financial benchmarks.

"As we stand today, we are moving forward with the Royal
Caribbean deal," he said.

Shareholders are scheduled to vote on the proposed joint venture
on February 14, 2002.  The deal must be approved by 75 percent
votes to pass.

On the other hand, Royal Caribbean shareholders have to approve
the merger by two-thirds of the shares outstanding.  Already, two
investors representing 44.5 percent of Royal Caribbean shares
have pledged support to the deal, says the paper.

                                  ***********

       S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter -- Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Kimberly MacAdam,
Salve M. Mordeno and Maria Lourdes Reyes, Editors.

Copyright 2002.  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
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Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is $575 per half-year, delivered
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same firm for the term of the initial subscription or balance
thereof are $25 each.  For subscription information, contact
Christopher Beard at 240/629-3300.


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