/raid1/www/Hosts/bankrupt/TCREUR_Public/020128.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

            Monday, January 28, 2002, Vol. 3, No. 19


                            Headlines

* G E R M A N Y *

BAYER AG: Makes Debut in the U.S. Stock Market
DAIMLERCHRYSLER: Sells Part of Capital Services to GE Capital
DEUTSCHE TELEKOM: RegTP Accepts New DSL Prices
KINOWELT MEDIEN: Sells Remaining Shares in MedianetCom

* I T A L Y *

ALITALIA SPA: Agrees on Special Contracts With Government, Unions

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

KPN NV: Training Unit Starts Joint Venture With Freia

* P O L A N D *

ELEKTRIM SA: DeTeMobil Considers PTC Buyout Clause
NETIA HOLDINGS: Receives Deferral on License Fee Payments

* S W E D E N *

LM ERICSSON: Falls 2% at Bourse Open

* U N I T E D   K I N G D O M *

BALTIMORE TECHNOLOGIES: Sells Content for GBP20.5MM
CLAIMS DIRECT: Warns of Losses as It Buys Claimline
CONSIGNIA: NAO Warns on Post Office Competition
CORUS GROUP: Directors Buy More Shares at 79p
ENERGIS PLC: Moody's Puts Energis Rating on Downgrade Review
ENERGIS PLC: Shares Dive 40% After Profits Warning
EQUITABLE LIFE: FSA Raises Doubts Over Policyholders Advice
NTL INCORPORATED: Shares Hit Record Low to 41 Cents
P&O PRINCESS: Carnival Bid Likely to Fail
P&O PRINCESS: Carnival Pushes on With Princess Bid
P&O PRINCESS: U.S. Regulator Asks for Merger/Bid Information


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


BAYER AG: Makes Debuts in the U.S. Stock Market
-----------------------------------------------

Shares of the Leverkusen-based drugs and chemicals group, Bayer
Bayer AG, made their debut in the New York Stock Exchange on
Thursday as it seeks to strengthen its ailing healthcare unit and
expand in the world's largest and most lucrative pharmaceuticals
market.

The company, one of Germany's largest chemical companies, is
considering takeovers across the Atlantic using its shares as an
acquisition currency. It also wants to increase its U.S.
shareholder base.

Known for inventing aspirin, Bayer postponed a U.S. listing  
planned for September after withdrawing its anti-cholesterol drug  
Baycol, which has been linked to about 100 deaths. That helped
send its stock down 36% last year, compared with a 20% fall on
Germany's DAX index.

In New York, the stock was at $33.02 (37.5 euros) in the
afternoon in light trade after opening at $33.09.

Bayer, which currently has a market value of about $23 billion,
said it is selling its chemical units, including 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.


DAIMLERCHRYSLER: Sells Part of Capital Services to GE Capital
-------------------------------------------------------------

Stuttgart-based DaimlerChrysler is selling part of its Capital
Services Portfolio in the U.S. to GE Capital for it to focus on
the automotive business as well as automotive related services.

The Frankfurt Stock Exchange said that the German-American
carmaker would receive 1.3 billion euros (US$1.2 billion) for the
sale of the Commercial Real Estate and Asset-Based Lending
portfolio.

DaimlerChrysler expects to complete the transaction within the
first quarter of 2002.

DaimlerChrysler said earlier it needs cash to turn around its
loss-making U.S. unit Chrysler. Daimler's industrial business had
net debts of 4.5 billion euros at the end of September.

In Frankfurt on Thursday, DaimlerChrysler shares were slightly
higher in late trading at 47 euros.


DEUTSCHE TELEKOM: RegTP Accepts New DSL Prices
----------------------------------------------

Matthias Kurth, president of telecoms and posts regulator RegTP,
has welcomed the price increase of Deutsche Telekom's DSL as a
step towards a situation without price dumping.

Bonn-based telecom giant earlier said that new clients would pay
30% more for their DSL connections starting February 25.

The company last year supplied DSL services to 2.2 million
customers, giving it a 95% share of the German market.

Deutsche Telekom said it would continuously stay in the red, not
just in 2001, but also for the next couple of years due to the
high license fees paid for third-generation UMTS mobile
communications frequencies, and acquisitions in the Unites
States.


KINOWELT MEDIEN: Sells Remaining Shares in MedianetCom
------------------------------------------------------

German film rights group Kinowelt Medien AG sold off 622,222
shares in medianetCom AG in its aim to reduce the company's
portfolio of holdings and focus on the group's core business.

This means that Kinowelt has relinquished its entire holding in
the Marburg-based provider of video-on-demand and digital video
store services to three financial investors.

Names of the investors were not disclosed.

The selling price was based on the current market price of the
shares.

Kinowelt Medien AG and its subsidiary Kinowelt Lizenzverwertungs
GmbH have filed for insolvency proceedings at the Munich court on
December 19, after talks with ABN AMRO Bank failed.

For inquiries, contact Kinowelt Medien's Corporate Communications
& Investor Relations at telephone + 49 89-30 796 7270 or fax + 49
89-30 796 7330, or via e-mail presse@kinowelt.de


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


ALITALIA SPA: Agrees on Special Contracts With Government, Unions
-----------------------------------------------------------------

Alitalia, government officials and unions have agreed on a plan
to offer employees of the struggling state-controlled airline
special contracts in an effort to avoid the planned 2,500 jobs
cuts, or 15% of the workforce, the Wall Street Journal reported.

Rome-based Alitalia has agreed to grant solidarity contracts,
which would lower the hours and wages of employees, in order to
maintain their positions.

The government will extend assistance of around 120 million euros
partly compensate for the reduction in wages.

The FILT union of transport workers is one of the unions that
signed the accord.

The parties have agreed to finalize the terms of the contracts by
February 15.


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


KPN NV: Training Unit Starts Joint Venture With Freia
-----------------------------------------------------

KPN Opleidingen, the training division of the Hague-based
telecommunications company, has reached an agreement with Freia,
a company that offers training and courses nationwide, over the
foundation of a joint venture.

According to a report from the Telecom Paper, the joint venture
will include the activities, building, and personnel of both
companies.

Under the deal, KPN will take a 27.5% in the joint venture, with
the possibility of selling it to Freia after a period of three
years.

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.


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


ELEKTRIM SA: DeTeMobil Considers PTC Buyout Clause
--------------------------------------------------

German mobile operator DeTeMobil AG has asked Elektrim SA to
declare by January 29 on whether the Warszawa-based
telecommunications and energy conglomerate was in material
default.

According to a report from Dow Jones Newswires, the declaration
or a decision by an arbitration tribunal that Elektrim is in
material default would allow DeTeMobil, a unit of Deutsche
Telekom AG, to exercise a call option to purchase all of
Elektrim's shares in mobile operator Polska Telefonia Cyfrowa
(PTC) at an option price determined in the shareholders
agreement.

DeTeMobil owns a 45% stake in PTC.

Elektrim has an indirect stake in the operator via a joint
venture with France's Vivendi Universal SA, Elektrim
Telekomunikacja, which owns 51% of PTC.

Vivendi holds 51% of Elektrim Telekomunikacja, while Elektrim has
49%.

Elektrim, now in court-ordered settlement talks with creditors
after defaulting on EUR480 million in convertible bond
redemptions in December 17, said it is considering DeTeMobil's
request.


NETIA HOLDINGS: Receives Deferral on License Fee Payments
---------------------------------------------------------

The Polish Minister of Infrastructure has agreed to postpone the
payment of installment for license fees of certain operating
subsidiaries of Warswa-based Netia, Poland's largest alternative
fixed-line telecommunications services provider.

The payments originally due in November and December 2001, may be
paid until June 30, 2002.

The total amount of the installments postponed is approximately
33 million euros (US$28.95 million).

The ministry also established the postponement fees of
approximately 2.21 million euros (US$2.16 million), for the re-
scheduled license fee payments, payable on June 30, 2002.

Netia Holdings in September reported a loss of 1.87 billion
Polish zlotys (US$450.85 million), which exceeds the aggregate of
the spare capital, the reserve capital and one-third of the
company's 1.74 billion Polish zlotys (US$419.52 million) share
capital.

It defaulted on swap obligations in December and on certain debt
payments early last week.


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


LM ERICSSON: Falls 2% at Bourse Open
------------------------------------

Shares of Stockholm-based telecom equipment maker Ericsson fell
2% at the opening of trade on the Stockholm bourse on Friday
after the company reiterated that the first half of 2002 would be
tough.

By 0835, GMT Ericsson's share recovered to trade 1.2% down at
49.10 crowns, having opened at 48.70 crowns, down 2.01%.

Ericsson earlier released a fourth-quarter pre-tax loss of 5.1
billion crowns, compared with market expectations of a 4.4
billion crowns loss.

The company also signed a sale-lease back agreement regarding
test plant equipment for US$750 million to improve its cash
position.


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


BALTIMORE TECHNOLOGIES: Sells Content for GBP20.5MM
---------------------------------------------------

Baltimore Technologies on Thursday eased its cash worries with
the sale of its Content Technologies business to Clearswift
Corporation for 20.5 million pounds ($29.7 million).

The price paid by Clearswift, a privately-owned e-mail security
and management group backed by Amadeus Capital Partners, is a
fraction of the GBP680 million Baltimore paid in an all-share
deal for Content in September 2000.

Baltimore CEO Bijan Khezri said that the sale would give the
group sufficient working capital for at least 12 months.

The transaction consideration consists of an initial cash payment
of 12.0 million pounds, 2.5 million pounds of Clearswift 5% loan
notes maturing in 12 months, and an 11% stake worth 6 million
pounds in the enlarged group on a fully diluted basis.

Content Technologies business generated revenues of 21.3 million
pounds and a loss of 20.8 million pounds as of December 2001. Its
net liabilities were 8.1 million pounds.

At the end of the third quarter, Baltimore's cash reserves stood
at 32.4 million pounds, with analysts forecasting a quarterly
burn rate of between 9 and 12 million pounds, after a
restructuring announced in August.

The Hampshire-based information security solutions provider,
which pushed back the date it expects to become ebitda profitable
by a further six to nine months, expects to complete the disposal
by the end of March 2002.

For further information, contact Sarah Marsland/Olivia Cundy,
Financial Dynamics at telephone +44 207 831 3113


CLAIMS DIRECT: Warns of Losses as It Buys Claimline
---------------------------------------------------

Claims Direct plc warned of losses for the full year as it
concluded talks to acquire rival Claimline plc.

The Telford-based personal injury specialist plans to issue up to
11 million shares, valued at 1.54 million pounds based on
Wednesday's closing price of 14p. Half the consideration will
issue on completion with the rest deferred for up to two years.

Chief executive Ronnie Henderson said that they would use
Claimline's good relationship with insurers and solicitors to
replace its controversial business model.

At the time of the company's interim results in November 2001, it
was indicated that performance for the full year would be
materially affected by the inactivity as a result of the lengthy
bid process, delays to the business re-engineering process and
other uncertainties relating to premium recoverability and
recovery of outstanding debtors.

Claims Direct, which said in November it was owed 10 million
pounds in overdue debts by lawyers to whom it passed business,
said it has since recovered 2.7 million pounds.

Claims Direct has been struggling since new business dried up
last year following adverse publicity and a bitter takeover
battle with founders Tony Sullman and Colin Poole.

For further information, please contact Chief Executive Ronnie
Henderson at 01952 284800


CONSIGNIA: NAO Warns on Post Office Competition
-----------------------------------------------

Government watchdog National Audit Office warned that plans to
introduce Consignia competition could hinder the ability of the
state-owned post office group to offer its services across the
country.

According to a report from the Financial Times, the NAO warning
will bring different effects.

First, it may undermine attempts by government regulator Postcomm
to speed up the introduction of competition. Postcomm is expected
to deliver long-awaited proposals to remove large parts of
Consignia's monopoly within a few days.

Second, the report will provide support for union leaders and
postal managers who have warned of the danger of allowing rival
operators to "cream off" the most lucrative mail customers.

Consignia, which in November reported a fivefold increase in
first-half operating losses accruing to 100 million pounds, is
struggling to slash 1.2 billion pounds ($1.7 billion) from its
eight billion pound cost base in order to restore profitability
and become more competitive.

The company has earlier confirmed it would cut up to 30,000 jobs,
or 15% of its workforce.


CORUS GROUP: Directors Buy More Shares at 79p
---------------------------------------------

Directors of Corus Group plc, Europe's third-largest steelmaker,
have purchased company shares at 79 pence per share on January 21
under the Corus Group Employee Share Ownership Plan.

According to a report from Euronext Amsterdam, chief executive
Tony Pedder and executive director for finance David Lloyd both
purchased 158 shares more, from the 174 shares it had in
December.

Following this notification, Pedder had a total of 98,952 shares
in the company, while Lloyd had 1,510.

Corus Group is selling as much as 287.5 million euros ($255.9
million) of convertible bonds to help repay its debt.


ENERGIS PLC: Moody's Puts Energis Rating on Downgrade Review
------------------------------------------------------------

Credit rating agency Moody's Investors Service said it has placed
the ratings of Energis PLC and Energis Holdings Ltd under review
for possible downgrade.

The action follows the alternative telecoms provider's
announcement that it is unlikely to meet revenue and EBITDA
expectations for the full year ending in March.

Energis blamed it on lower than expected growth in revenue and
increased pressure on margins in December.


ENERGIS PLC: Shares Dive 40% After Profits Warning
--------------------------------------------------

Share price of Energis slumped by more than 40% or 23.5p to 30p
after it warned that sales and earnings would fall short of
expectations, Ananova reported.

This wiped 409 million pounds from its stock market valuation,
leaving the group valued at about 522 million pounds.

The business telecoms group said turnover for the year to the end
of March was likely to be about 5% below expectations of 1.01
billion pounds, while core profits before one-off costs are
expected to be about 10% below forecasts of 155 million pounds.

Energis also warned it may be at risk of breaching certain
financial covenants under its bank facility.

The company now aims to cut costs by 30 million pounds in 2002-3,
on top of 20 million pounds in cuts already being achieved.


EQUITABLE LIFE: FSA Raises Doubts Over Policyholders Advice
-----------------------------------------------------------

The Financial Services Authority has expressed concern that the
advice given to former Equitable Life policyholders by
independent financial advisers (IFA) might have taken advantage
of the fears of many clients of the troubled insurer to recommend
transfers and switches out of the insurer's funds.

One of the independent financial advisers that have faced focused
supervision visits is Towry Law, owned by the Australian insurer
AMP.

According to a report from the Financial Times newspaper, the
FSA's team allegedly found "a number of potential or actual rule
breaches" in several client files. Among the breaches were
incomplete "reason why" letters, which detail the motive behind
advisers' recommendations.

Other failures included an insufficient fact finds of client's
circumstances, used to check whether the advice given is
appropriate.

The Equitable policyholders have sought for the advisers' advice
after it closed its doors to new business in December 2000. The
FSA warned IFAs to ensure their recommendations were appropriate.

Equitable Life could face new legal charges from thousands of
policyholders alleging mis-selling after the High Court ruled
that the troubled mutual assurer was negligent in selling a
policy.


NTL INCORPORATED: Shares Hit Record Low to 41 Cents
---------------------------------------------------

Shares of cable-TV operator NTL Incorporated, once at $37, were
on Thursday at 41 cents, while bonds were traded at about 30 to
35% discount to their face value, the Financial Times reported.

This brings the continued support of banks, which include Bank of
America, Dresdner Kleinwort Wasserstein, JP Morgan and Morgan
Stanley, to be crucial.

Some analysts have warned that the cable company could run out of
cash this year, with about $17 billion of debt and a further $5
billion in other liabilities.

Furthermore, NTL has an obligation to pay France Telecom $518
million in May for the 27% stake it acquired in French broadband
company Noos.

Within the next month, NTL must meet bond interest payments of
$113 million.

With only $520 million of cash and cash equivalents at the end of
September, and interest payments of more than $1 billion, senior
bondholders believe it will file for bankruptcy.

NTL is believed to have asked investment bank Credit Suisse First
Boston to advise on possible restructuring of its debt.


P&O PRINCESS: Carnival Bid Likely to Fail
-----------------------------------------

U.S.-based Carnival Corp, the world's biggest cruise firm, is
facing a tough task in convincing shareholders of London-based
rival P&O Princess to take their hostile offer due to regulatory
hurdles and a corporate culture clash.

According to Carnival Chairman and CEO of Micky Arison, his
company had only a five to 10% chance to persuade P&O Princess to
ditch an agreed merger with Royal Caribbean Cruises Ltd.

Carnival has been attempting to woo P&O shareholders ahead of its
shareholder meeting of February 14, urging them to vote to
adjourn the meeting or against the merger, and go for their
recently improved bid of 3.5 billion pounds ($5 billion).

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 with rival cruise line operator Royal Caribbean
Cruises Ltd.  
  
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 on the
deal. Goldman, Sachs & Co. and Cazenove & Co. Ltd, which are
regulated in the United Kingdom by the Financial Services
Authority, are acting for Royal Caribbean, while Merrill Lynch &
Co. and UBS Warburg are advising Carnival.


P&O PRINCESS: Carnival Pushes on With Princess Bid
--------------------------------------------------

Miami-based Carnival Corp. says it is actively pressing its $5
billion bid for British rival P&O Princess even if chances of
victory are remote.

P&O Princess has cited regulatory concerns as one of the main
reasons for rejecting Carnival's approach in favor of an agreed
merger with Royal Caribbean.

The statement is Carnival's ninth announcement regarding its
efforts to breakup the Royal-Princess merger. The cruise operator
originally bid $4.5 billion in December for P&O Princess.
Carnival then sweetened it offer on January 17 to $5 billion.


P&O PRINCESS: U.S. Regulator Asks for Merger/Bid Information
------------------------------------------------------------

British cruise group P&O Princess Cruises PLC has received
compulsory requests for additional information from the U.S.
Federal Trade Commission about its plan for a US$7 billion DLC
(dual listed company) combination with Royal Caribbean Cruises
ASA and the GBP3.5 billion hostile offer from Carnival Corp.

It said it would be complying with these requests.

P&O Princess and Royal Caribbean have already provided
information to the FTC on a voluntary basis in connection with
its ongoing investigation of the merger.

The DLC combination is not subject to the filing and waiting
period requirements of the US Hart-Scott-Rodino Antitrust
Improvements Act of 1976.

However, Carnival's takeover proposal is subject to the HSR Act
and, as permitted by that Act, the FTC has made a second request
for more information to both Carnival and P&O Princess.

                                    ***********

       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
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