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        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

           Thursday, January 24, 2002, Vol. 3, No. 17


                            Headlines

* B E L G I U M *

SABENA SA: Technics Wins Maintenance Contract With VG Airlines
SABENA SA: Virgin Demands New Conditions From DAT
XEIKON NV: Board Pursues Sale of Assets
XEIKON NV: Faces Nasdaq De-listing

* G E R M A N Y *

BAYER AG: May Encounter U.S. Investors' Lack of Interest
EJAY AG: Shares Continue to Fall
M+S ELEKTRONIK: Appoints New Board Members

* I T A L Y *

BLU SPA: Minister Gasparri Rejects Wind Purchase of Blu
IPSE 2000: Board to Discuss Business Plan Next Week

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

KPN NV: Deutsche Bank's "Strong Buy" Rating Lifts KPN Shares

* N O R W A Y *

KVAERNER ASA: Aker Maritime Oversubscribes in Rights Offering

* P O L A N D *

LOT AIRLINES: Swissair to Discuss Stake Sale With Government

* R U S S I A *

TV 6: Court Orders TV Station to Go Off Air

* S W E D E N *

ABNW: Will End Stock Trading on Jan. 31

* U N I T E D   K I N G D O M *

BALTIMORE TECHNOLOGIES: In Talks With Amadeus on Content Sale
CEDAR PLC: Urges Shareholders to Hurry Redac Takeover
CLUBHAUS PLC: Shares Dive 33% on Restructuring Fears
ENRON CORPORATION: European Unit Has Over $1BB in Liabilities
P&O PRINCESS: Carnival to Take Bid to Princess Shareholders
RAILTRACK GROUP: Byers Extends Deadline for Bondholders
TELEWEST COMMUNICATIONS: Denies Plans for Rights Issue
TELEWEST COMMUNICATIONS: Will Meet Full-Year Targets, Says CEO


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


SABENA SA: Technics Wins Maintenance Contract With VG Airlines
--------------------------------------------------------------

Sabena Technics, the repair and maintenance unit of bankrupt
Belgian national carrier Sabena Belgian World Airlines, signed a
contract with VG Airlines to provide full maintenance for three
A330-200 aircraft.

VG Airlines is a Brussels-based carrier that will begin
operations in March with three ex-Sabena A330-200s flying
business and leisure travelers to New York initially, and shortly
thereafter to other US destinations.

Sabena Technics needed an estimated 25 million euros to cover the
cost of a restructuring plan that involves job loss for 700 of
2,000 staff.

The company lost about a third of its work volume when Sabena
went bankrupt in November.


SABENA SA: Virgin Demands New Conditions From DAT
-------------------------------------------------

Virgin Express Holdings PLC has submitted fresh conditions for
its merger with the bankrupt Sabena's successor, AFX News
reported.  Sabena's successor is being built around short-haul
airline Delta Air Transport (DAT).

According to the paper, Maurice Lippens, the Fortis chairman who
is assisting with the re-launch of Sabena, said the negotiations
are continuing and that more conditions have been added since
they began.

Virgin Express spokesman Yves Paneels refused to comment on the
merger report until something has been decided.

Earlier, investor Etienne Davignon said that he and Fortis
Chairman Maurice Lippens would not recapitalize the airline if an
agreement is not reached. They want half of DAT's 100-million-
euro debt to SIC, Sabena's former financial arm, canceled and the
other half of the loan transformed into a shareholding in DAT.


XEIKON NV: Board Pursues Sale of Assets
---------------------------------------

Xeikon N.V. said Tuesday that the Board of Directors, together
with the Officers that were appointed by the Antwerp Court of
Commerce, would pursue the sale of its activities and assets to
secure the continuity of the Mortsel-based digital color printer
manufacturer and of its operations.

The decision came in the midst of the company's failure to secure
new capital within the timeframe required for provisional
creditor protection.

On November 13, the court in Belgium granted Xeikon N.V. creditor
protection.  The company's subsidiary in France, Xeikon France
S.A., was granted similar protection for three months under
applicable French legislation.

Xeikon has received a number of non-binding offers for all or
part of the company's activities and assets, and it expects to
finalize those deals in the near term.

Upon completion of the sale, Xeikon's board expects that the
company will be put into liquidation and the purchase price will
be applied first towards the repayment of its outstanding debts.

Based on the analysis of the current proposals, the company does
not expect that there will be any remaining funds available in
the liquidation for its shareholders.


XEIKON NV: Faces Nasdaq De-listing
----------------------------------

Xeikon said Tuesday that U.S. Nasdaq would seek to de-list the
company's securities from the Nasdaq National Market System.

Its stock, which also trades on Nasdaq Europe in Brussels, has
been halted from trade since November 9.

Contact Gino Despeghel at telephone +32 (3) 443.13.12 for further
information.


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


BAYER AG: May Encounter U.S. Investors' Lack of Interest
--------------------------------------------------------

Bayer AG, Germany's third-largest drug maker, may encounter a
lack of investor enthusiasm following its listing on the New York
Stock Exchange Thursday, Bloomberg reported.

"I don't think there'll be any enthusiasm from U.S. investors,"
said Tom Shrager, a managing director of Tweedy Browne, which
owns 6.9 million Bayer shares.

"Why would they be enthusiastic when they can buy pure plays like
DuPont or Pfizer?"

Bayer, best known for inventing aspirin, postponed a U.S. listing
planned for September after withdrawing its anti-cholesterol drug
Baycol, which has been linked to about 100 deaths. That wiped 800
million euros ($707 million) off operating profit last year, the
company estimates.

Bayer Chief Executive Officer Manfred Schneider expects the first
signals of an economic recovery at the earliest in the fourth
quarter and maybe not until the first quarter of next year.

Bayer said it would sell and find a partner for chemical units
Haarmann & Reimer, Rhein Chemie Rheinau and PolymerLatex GmbH &
Co KG to help reduce the company's debt levels to a single-digit
billion-euro figure in the medium term.

Analyst and investor estimates for the fetching price run from
1.2 billion to 2 billion euros.

Bayer currently has a market value of about $23 billion.


EJAY AG: Shares Continue to Fall
--------------------------------

The share price of Ejay AG, the Stuttgart-based service provider
specializing in interactive music products, continues to fall,
reaching as low as 0.12 euros on Monday, Borsen-Zeitung/FT
Information reported.

The company, which filed for insolvency on December 10 at the
local court in Stuttgart, claims that it has a number of parties
interested in acquiring its business, including 15 potential
buyers from Germany, Europe, and the U.S.

The company was supposed to produce results for the shortened
financial year from January to June 2001 by the end of last
November, but failed to do so.

Ejay also operates in London, Stockholm, Paris and New York.


M+S ELEKTRONIK: Appoints New Board Members
------------------------------------------

m+s Elektronik AG, an insolvent Niedernberg-based information
technology (IT) service provider, has appointed Georg Kunze and
Klaus Meyerer as members of the board.

Georg Kunze was for several years in leading management positions
within m+s Elektronik AG and one subsiduary, while Klaus Meyerer
was a longtime employee of the company and lately acting as
regional manager south-west.

Earlier, five of m+s Elektronik's subsidiaries filed petition for
insolvency. m+s m+s EDV-Service Verwaltungs- und Beteiligungs-
GmbH (Niedernberg) and of  SYSCOTEC Computer GmbH (Niedernberg)
filed at the county court in Aschaffenburg on January 4.

Its wholly-owned subsidiary m+s EDV-Service GmbH & Co KG
(Niedernberg) and DGW Datennetze GmbH (Berlin), and indirect
subsidurary DRV Dr. B"hmer GmbH & Co KG followed suit and filed
on December 28.

These petitions became necessary due to the petition for
insolvency of the parent company on December 21, 2001.

It has appointed solicitor Dr. Werner Schreiber as insolvency
manager.

M+S ran into difficulties due to management and organizational
problems during a period of rapid growth, as well as because of
the difficult climate in the sector.

The company, which has 1,691 employees, incurred a loss of 6.97
million euros as of July 2001, against revenues of 149.45 million
euros. It is now banking for a major investor to provide urgently
needed capital.

For further information, please refer to Kerstin Kalajian,
Investor Relations, at telephone +49 6028 944 1554 or via e-mail
at Kerstin_Kalajian@mus.de


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


BLU SPA: Minister Gasparri Rejects Wind Purchase of Blu
-------------------------------------------------------

Communications Minister Maurizio Gasparri said it would be
"inopportune" if ENEL SpA unit Wind Telecomunicazioni SpA bought
the Rome-based mobile phone operator Blu SpA.

According to an AFX News report, Gasparri said the government has
to "avoid a return to state ownership."

The economy ministry owns 68.26% of ENEL.

Blu has been put up for sale by its shareholders, including
Autostrade SpA with 32%, BT Group PLC with 29%, Edizione Holding
SpA with 9%, Hong Kong's Distacom with 9%, builders Caltagirone
SpA with 7%, Italgas SpA with 7% and Banca Nazionale del Lavoro
SpA with 7%.

A BT spokesman warned earlier that Blu could be forced to close
if a buyer could not be found to take over the struggling mobiles
group.

The company did not say how much would be needed to keep it
operating.


IPSE 2000: Board to Discuss Business Plan Next Week
---------------------------------------------------

The board of cash-strapped telecom consortium Ipse 2000 will
probably meet again on January 28 or 29 to discuss the company's
business plan, reports the Telecom Paper.

The partners in Ipse 2000, including Telefonica Moviles and Fiat
SpA, are currently discussing various business alternatives.

A meeting by Ipse's board of directors in November failed to
yield final approval for the company's business plan, leading to
rumors that it could suspend or even liquidate the project
because of financing difficulties.

Ipse reportedly does not have money to pay its employees or pay
its bills without a fresh cash injection.


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


KPN NV: Deutsche Bank's "Strong Buy" Rating Lifts KPN Shares
------------------------------------------------------------

Shares in Royal KPN NV rose 6.5 euros on Monday's trading upon
news of positive comment from Deutsche Bank, the AFX News
reproted.

The German-owned broker has reinitiated coverage of the Hague-
based telecommunications company incumbent with a "strong buy"
rating, following the successful EUR5 billion equity offering in
December 2001.

The broker also estimates KPN's net consolidated debt to be
around 16 billion euros at year-end 2001, compared with 22.3
billion euros in September.

Earlier, KPN said it would issue 2.15 million ordinary shares to
cover a bonus share plan aimed at issuing bonus shares to private
investors in several European countries that have participated in
the company's recent equity offering.

KPN is in the process of selling all its assets that are outside
of its core operations in the Benelux countries and Germany in
order to trim its debt.


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


KVAERNER ASA: Aker Maritime Oversubscribes in Rights Offering
-------------------------------------------------------------

Oil and gas engineering specialist Aker Maritime ASA has
subscribed for all its 46.66 million subscription rights in the
public rights offering of up to 187.5 million new shares in
Kvaerner ASA, the Anglo-Norwegian engineering giant that almost
went bust, AFX News reported.

At the same time, Aker Maritime has oversubscribed for an
additional 9.58 million Kvaerner shares, bringing Aker Maritime's
total subscription in the rights offering to 56.25 million
shares.

Depending on the final amount of shares allocated to Aker
Maritime in the rights issue, and after the agreed combination of
Aker Maritime's core activities and Kvaerner Oil & Gas, Aker
Maritime's share of the total shareholder equity in Kvaerner will
be between 47.3 and 48.4%.

For more information, contact Finn Berg-Jacobsen, acting CFO at
telephone +47 67 51 34 44, or Paul Emberley, Vice President Group
Communications at +44 (0)20 7339 1035 or  +44 (0)7768 813090 or  
via e-mail paul.emberley@kvaerner.com


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


LOT AIRLINES: Swissair to Discuss Stake Sale With Government
------------------------------------------------------------

The Polish finance ministry and Swissair Group AG will start
negotiations next week over the sale of a 25% stake in Polish
national air carrier LOT, which the bankrupt Swiss airline
currently holds, AFX News reported, citing a ministry spokesman.

Under privatization agreements, Swissair must contact the Polish
government prior to a sale of its holding.

The treasury owns 68% of LOT, while the remaining stake belongs
to LOT's employees.

The Polish state is keen to find a new partner for LOT, whose net
loss more than tripled to 252 million zlotys ($61 million) in the
first half of 2001 compared with the same period of 2000, to
guarantee the national carrier's future after the demise of
strategic partner Swissair.


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


TV 6: Court Orders TV Station to Go Off Air
-------------------------------------------

Russian court bailiffs on Tuesday ordered TV6, Russia's last
remaining national television station controlled by exiled
Russian businessman Boris Berezovsky, to stop broadcasting.

According to a Financial Times report, the move triggers fresh
concerns over freedom of speech in the country.

Yevgenny Kiselyov, TV6's main anchorman and general director,
said he believed President Vladimir Putin was personally
responsible for the decision, and that foreign leaders courting
him were also responsible for the future of democracy in Russia,
which is in great danger.

LUKoil pension fund unit LUKoil-Garant, which holds a 15% stake  
in TV6, initiated the bankruptcy suit against the station last
summer.

The U.S. state department earlier urged that TV6 be allowed to
stay in business, saying the case smacked of "political pressure
in the judicial process against the independent media".


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


ABNW: Will End Stock Trading on Jan. 31
---------------------------------------

Stocks of online mobile network provider A Brand New World (ABNW)
will no longer be traded on the New Market at OM Stockholm Stock
Exchange starting January 31.

ABNW has been taken off the exchange because it no longer
fulfills the requirement that 25% of the shares be publicly
owned.

ABNW no longer meets the stock exchange requirement that at least
25% of its stock be publicly owned.  Wireless House owns more
than 90% of the outstanding shares in ABNW now that its share bid
has been finalized.

Kista-based ABNW was founded in 1994 and employs 139 people. The  
company posted loss of 122 million Swedish krona for the third
quarter, compared with losses of 164 million Swedish krona in the
same period of 2000.

For additional information, contact CEO Pal Kruger at telephone
+46 8-477 99 00 (55) or mobile +46 708-35 30 05, or via e-mail at
paul.kruger@abrandnewworld.se. Jan Arpi, Vice President & CFO of
A Brand New World may be contacted at +46 8-477 99 00 (587), +46
706-35 74 42 or e-mail jan.arpi@abrandnewworld.se


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


BALTIMORE TECHNOLOGIES: In Talks With Amadeus on Content Sale
-------------------------------------------------------------

Baltimore Technologies is in advanced talks to sell its Content
Technologies unit to a syndicate led by Amadeus Capital Partners,
reports the Financial Times.

If the bid is successful, Amadeus is expected to merge Content
with its e-mail management and security group Clearswift.

London-based Apax Partners & Co. earlier withdrew its offer for
Content amid concerns about the amount of cash needed to get the
operation back on its feet.

Analysts believe the cash-strapped e-security provider could
fetch between 20 million and 50 million pounds for Content, which
it acquired in a GBP690 million all-paper deal in September 2000.

Content was up for sale in August last year to ease financial
concerns surrounding Baltimore, which is fighting to break even
before its cash runs out.

At the end of September, the group's cash reserves stood at 32.4
million pounds, while it had an estimated quarterly burn rate of
between 9 million and 12 million pounds, giving it about another
five months to break even without a further injection of cash.

Mounting losses and dwindling cash reserves forced Baltimore into
a radical restructuring, involving hundreds of job cuts and
the sale of non-core operations.

The group is now valued at just 76 million pounds.


CEDAR PLC: Urges Shareholders to Hurry Redac Takeover
-----------------------------------------------------

Ailing Surrey-based software company Cedar is urging its
shareholders to complete and return acceptance forms for Redac
Ltd to take over the company.

The 5p-per-share offer by Redac Limited, a wholly owned
subsidiary of Alchemy, values the software company at 4.2 million
pounds.

According to an AFX News report, there is a substantial risk that
Cedar will not be able to continue trading solvently if an
insufficient number of shareholders accept the offer.

Consequently, Cedar would have to instigate formal insolvency
proceedings.

If this happens, shareholders will not receive any payment in
respect of their shares.

Cedar's shareholders include CGNU PLC (10.95%), Deutsche Asset
Mgmt (4.05%), Dresdner Kleinwort Benson (3.53%), M & G Inv Mgmt
(3.47%), Other Dirs (0.19%).

Alchemy also said earlier that HBOS, Cedar's lead creditor, had
agreed to effectively write off 20.4 million pounds of Cedar's 38
million pounds outstanding net debt, by selling it for a nominal
sum of 1 pound.

A profit warning in September, poor market conditions in the UK
and the US wiped more than 93% off the value of Cedar shares.


CLUBHAUS PLC: Shares Dive 33% on Restructuring Fears
----------------------------------------------------

Shares of London-based golf course and health club operator
Clubhaus fell 33% to 7.75p after it warned that an agreement to
restructure a GBP60 million bond could fail.

This would push Clubhaus, which has a total debt of about 105
million pounds, into liquidation following a default on interest
payments in December.

The group, which has seen its share price slide due to poor
trading and property writedowns, is negotiating for a debt-for-
equity swap deal with plans to support a share issue open to
ordinary shareholders.

Shareholders include Paul Davidson (15.21%), Edinburgh Fund Mgrs
PLC (10.73%), PDFM Ltd (7.91%), AXA Equity & Law Life Assur
(5.96%), Electra Quoted Mngt Ltd (5.92%), Crown Sports PLC
(3.86%), Singer & Friedlander Inv Mgmt (3.36%), A Baron Von
Spoercken (1.74%), other Directors (0.51%).

The present value of Clubhaus is 4.9 million pounds.


ENRON CORPORATION: European Unit Has *Over $1BB in Liabilities
-------------------------------------------------------------

Enron Europe unit has gross liabilities of more than $1 billion,
Bloomberg reported, citing PricewaterhouseCoopers spokesman John
Bunn.

PwC could recoup more than $100 million from profitable trades
made by Enron.

Enron Europe was put into administration with PwC in November,  
shortly before its parent, U.S. energy trader Enron Corporation,
filed for Chapter 11 bankruptcy protection.

Enron Corp. is selling its diminished assets to pay creditors a
fraction of the more than $40 billion they are owed. It fired 16%
of Europe's 6,800 workforce in November and is now retaining a
small group of employees to help sell various businesses.


P&O PRINCESS: Carnival to Take Bid to Princess Shareholders
-----------------------------------------------------------

U.S. cruise ship operator Carnival Corp, the world's biggest
cruise firm, said on Tuesday that it would take its takeover
offer for rival P&O Princess straight to the shareholders of the
London-based cruise ship operator after its bid was rejected by
the board.

P&O chairman Micky Arison said that the shareholders should wait
until the shareholder meeting on February 14 before making a
final decision on these issues.

Miami-based Royal Caribbean also criticized Carnival's latest
intervention as distractions from the transaction that threatens
to prolong the conclusion of the deal.

Carnival last week offered a total 4.42 billion pounds ($6.4
billion), including 500 pence a share and the assumption of $1.4
billion of debt, for P&O Princess.

P&O Princess had already rejected Carnival's bid in December,
saying a merger would be subject to more antitrust scrutiny than
a deal it has to buy rival cruise line operator Royal Caribbean
Cruises Ltd. for $7.4 billion.

The world's three biggest cruise liners are engaged in a bid
battle as they seek to cut costs, boost market share and reduce
overcapacity as the global economic slowdown leads holidaymakers
to scale back travel.

Schroder Salomon Smith Barney is advising P&O Princess. Goldman,
Sachs & Co. is advising Royal Caribbean, and Merrill Lynch & Co.
and UBS Warburg are advising Carnival.


RAILTRACK GROUP: Byers Extends Deadline for Bondholders
-------------------------------------------------------

Transport secretary Stephen Byers gave Railtrack Plc's GBP400
million ($572 million) convertible bondholders until March 2 to
vote on accepting the standstill arrangement.

The deadline extension was to allow the holders to reconsider
their decision.

Last week, 98% of exchangeable bondholders voted to waive their
rights to call the bonds into default. Only 73.6% voted in favor
of a second resolution to reduce votes required on resolutions
from 75% to a simple majority.

After the vote, Moody's Investors Service cut the credit rating
on the convertible bonds to Ba1, the highest junk rating.
Standard & Poor's, which rates all of Railtrack's bonds at the
highest junk notch of BB+, placed the convertible bonds on review
for downgrade.

Administrator Ernst & Young is now expected to call a new vote
for February 14 at which exchangeable bondholders can decide to
join the standstill.

Last week, Byers threatened the holders of the exchangeable,
which matures in 2009 and has a 3.5% coupon, that he could stop
paying interest if they failed to join the standstill. The next
payment is due on March 18.

The government won a court order on October 7 to place the owner
of Britain's 176-year-old rail network into administration,
saying it could not continue to meet the company's requests for
funding.

Railtrack's shares were suspended a day after, wiping out 1.4
billion pounds of equity value.


TELEWEST COMMUNICATIONS: Denies Plans for Rights Issue
------------------------------------------------------

Surrey-based cable operator Telewest Communications Plc denied
reports that it plans to sell stock to existing shareholders to
raise cash, Bloomberg reported Tuesday.

The Guardian newspaper earlier said that Telewest held informal
talks with institutional shareholders about selling shares in a
rights offer to reduce its 5 billion pounds of debt.

"We have no need to do a rights offer," Chief Executive Officer
Adam Singer said in an interview. "We are fully funded. If there
were opportunities, we'd always consider them, but our situation
hasn't changed."


TELEWEST COMMUNICATIONS: Will Meet Full-Year Targets, Says CEO
--------------------------------------------------------------

Telewest Communications Plc will probably meet 2001 fourth-
quarter and full-year analysts' forecasts, reports Bloomberg,
citing Chief Executive Officer Adam Singer.

Last week, analysts at the company's broker, Merrill Lynch, which
rates the stock "buy," said they expect fourth-quarter revenue to
increase 8.4% to 337 million pounds from the previous three
months, giving earnings before interest, taxes, depreciation and
amortization of 89.7 million, a 12% rise.

For the full year, Merrill expects revenue of 1.26 billion
pounds, compared with 1.12 billion in 2000, and Ebitda of 302.7
million pounds, up from 267.2 million.

As of November, Telewest's net debt stood at around 4.9 billion
pounds, twice its market capitalization.

                                  ************

     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,
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Copyright 2002.  All rights reserved.  ISSN 1529-2754.

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