/raid1/www/Hosts/bankrupt/TCREUR_Public/020205.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

           Tuesday, February 05, 2002, Vol. 3, No. 25


                            Headlines

* F R A N C E *

RHODIA: Slides Into the Red With $183.5MM Loss for 2001

* G E R M A N Y *

BIODATA INFORMATION: Two Board Members Leave Group
DAIMLERCHRYSLER: Set to Call for Dividend Cuts
EJAY AG: Court Initiates Insolvency Proceedings
EJAY AG: Rainer Zipp Steps Down From Board
KIRCHGRUPPE: Kirch Faces New Pressure From Murdoch
DEUTSCHE TELEKOM: Liberty May Ask for Extension to Conclude Deal

* I T A L Y *

BLU SPA: Telecom Italia Bids Over EUR500MM for Blu
BLU SPA: Will Resume Board Meeting Tomorrow

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

CARRIER1 INTERNATIONAL: Terminates Exchange Offer

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

UNITED PAN-EUROPE: Begins Critical Talks to Avoid Collapse
UNITED PAN-EUROPE: Falls 0.03 on Debt Swap

* N O R W A Y *

KVAERNER ASA: Join Forces With Aker in Shipbuilding

* S W E D E N *

ADERA AB: Sells Blanking to Chief Truedsson

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

CREDIT SUISSE: CSFB to Post Loss of $1BB in Fourth Quarter
CREDIT SUISSE: Ex-CSFB Man Faces Probe for Insider Trading
SULZER MEDICA: Agrees to a Billion-Dollar Settlement
SWISSAIR GROUP: Corti's Employment Contract Under Investigation

* U N I T E D   K I N G D O M *

BRITISH TELECOMS: Staff Against Outsourcing Plans
CONSIGNIA: Lazard to Advise Consignia on Restructuring
EQUITABLE LIFE: Compromise Deal Hearing Begins
IMPERIAL CHEMICAL: Issues 440MM New Shares to Cut Debt
NTL INCORPORATED: Moody's Cut Senior Unsecured Debt Ratings to Ca
NTL INCORPORATED: S&P Puts Ratings on CreditWatch Negative
P&O PRINCESS: Carnival Plans to Raise Bid for P&O
RAILTRACK GROUP: Byers Launches Defense on Railtrack Move
RAILTRACK GROUP: E&Y Faces $2.5MM Railtrack Bill
RTS NETWORKS: Enters Administrative Receivership


===========
F R A N C E
===========


RHODIA: Slides Into the Red With $183.5MM Loss for 2001
------------------------------------------------------

Rhodia, one of the world's leading specialty chemical companies,
slipped into the red in 2001 with a net loss of 213 million euros
($183.5 million).

The company, which issued three profit warnings in 2001, reported
a 38% fall in earnings before interest, taxes, depreciation and
amortization (EBITDA) to 633 million euros and a loss per share
of 1.19 euro cents versus per share earnings of 1.23 euros a year
ago.

Operating profit dropped to 16 million euros from 496 million
euros but the company said it expected a boost of 394 million
euros in 2002 as restructuring costs return to normal and in the
absence of exceptional amortization and depreciation charges.

Rhodia decided to speed up its restructuring program to ensure a
return to profit in 2002, CEO Jean-Pierre Tirouflet said in a
statement.

See http://bankrupt.com/misc/rhodia2001.pdffor the company's  
balance sheet.

Rhodia can be contacted thru mail at 26, quai Alphonse Le Gallo,
92512 Boulogne-Billancourt cedex, or at telephone 33-1-55-38-40-
00, or via e-mail at fi.com@eu.rhodia.com


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


BIODATA INFORMATION: Two Board Members Leave Group
--------------------------------------------------

Biodata Information Technology AG, the insolvent Lichtenfels-
based developer and producer of electronic security applications
for communication and computer networks, said Friday that CTO
Christian Kanja and COO Harald Gluck has stepped down as the
group's Board members.

Gluck and Kanja, who joined the group's Board in October 2001,
will remain general managers of Biodata Application Security AG
in Offenbach.

There are no further decisions concerning a replacement of the
Board positions after the CFO Alexander Leoff's resignation due
on February 28.

The insolvency administrator Dr. Westhelle in Kassel handed the
final report about the group's situation over to the local court
in Korbach. The report shows the group is over-indebted.

Regular insolvency proceedings commenced Friday.

Biodata Information, which reported a consolidated loss of 70
million euros ($60.15 million) in the third quarter of 2001,
filed for insolvency at the local court in Korbach in November 20
after talks with potential investors failed.

Contact Heiko Scholz of Biodata Information Technology AG through
mail at Burg Lichtenfels, 35104 Lichtenfels, or telephone at +49
(0) 6454 / 9120-118, fax at +49 (0) 6454 / 9120-180, or via e-
mail at heiko.scholz@biodata.com for further information.


DAIMLERCHRYSLER: Set to Call for Dividend Cuts
----------------------------------------------

DaimlerChrysler is expected to recommend the first dividend cut
since the merger of Daimler-Benz and Chrysler in 1998, following
a sharp fall in profits at the company, the Financial Times
reported.

The German-U.S. automotive group is due to cut the annual payout
at its board meeting Wednesday by more than one-third, to about
E1.50 a share, down from E2.35 last year.

The move is expected to save DaimlerChrysler more than 1 billion
euros ($880 million).

DaimlerChrysler chairman Jurgen Schrempp reiterated that the
outlook for 2002 is considerably better than last year when its
loss-making Chrysler unit in the U.S. was forced into a heavy
restructuring involving 26,000 job losses and six plant closures.

Analysts expect Chrysler to post losses of between 2.2 billion
and 2.3 billion euros for 2001.


EJAY AG: Court Initiates Insolvency Proceedings
-----------------------------------------------

The responsible local court in Stuttgart on Friday initiated
insolvency proceedings over the capital of eJay AG, the
Stuttgart-based service provider specializing in interactive
music products.

Dr. Tibor Braun of the Illig, Braun, Kirschnek solicitors has
been appointed insolvency administrator.

eJay AG's business operations will continue unchanged following
the initiation of proceedings.

Meanwhile, the number of potential investors from Germany,
Europe, and the U.S. has been narrowed down to viable companies
and initial offers are with the insolvency practitioner.

At present, it is not possible to say whether an insolvency plan
or an asset deal will be implemented. In the case of an asset
deal, only unencumbered material and immaterial assets would be
alienated.


EJAY AG: Rainer Zipp Steps Down From Board
------------------------------------------

Rainer Zipp, Head of Sales and Marketing at eJay, has chosen to
step down from the Board of Management, effective January 31, in
order to concentrate on new tasks.

CEO Helmut Schmitz is taking over his tasks.

eJay, which also operates in London, Stockholm, Paris and New
York, filed for insolvency on December 10 at the local court in
Stuttgart. The company was burdened by the deficit-ridden part of
the online segment funded by advertising (3.9 million euros),
distribution problems in Germany combined with a distributional
change (1.0 million euros) as well special depreciation
allowances of the Swedish subsidiary eJay AB (2.5 million euros).

For further information, please contact Michael Kranzle, Senior
Public Relations Manager, at RotebuhlstraBe 87 D-70178 Stuttgart,
or at telephone +49 711-62031-150, telefax +49 711-62031-001, or
via e-mail Michael.Kraenzle@eJay.de


KIRCHGRUPPE: Kirch Faces New Pressure From Murdoch
--------------------------------------------------

Kirch Group faces another pressure as Rupert Murdoch is taking
action to ensure that its claims are given priority in the event
that the heavily indebted Munich-based media group should become
insolvent, Handelsblatt reported, citing news magazine Spiegel.

The magazine adds that Murdoch executive Arthur Siskind sent a
letter to Kirch vice-president Dieter Hahn, threatening to take
legal action if the media group's other creditors are given
priority treatment.

Murdoch has an option that would force Kirch Group to buy his 22%
stake in their joint German pay-television operation, Premiere,
for more than 1.5 billion euros.

He can exercise that option on October 1, 2002.

The report of the Murdoch letter comes amid growing worries about
the future of Kirch group, which is saddled with a 6 billion
euros debt mountain.

In early January, Dresdner Bank, which in December had threatened
to call a $404 million loan, agreed to keep the credit line open
until April.


DEUTSCHE TELEKOM: Liberty May Ask for Extension to Conclude Deal
----------------------------------------------------------------

U.S. cable group Liberty Media could request more time to address
the concerns of Germany's Federal Cartel Office regarding its
purchase of 60% of the cable-tv network of Bonn-based telecom
giant Deutsche Telekom AG, Frankfurter Allgemeine Zeitung
reported citing cartel office president Ulf Boege.

The cartel office has sent Liberty a warning on its proposed deal
to buy the cable assets for 5.5 billion euros ($4.76 billion).
The regulator will only approve the offer if Liberty Media agrees
to create greater competition in affiliated markets, such as
Internet or telephony, by developing its network.

Liberty has until February 15 to answer the regulator's
objections.

If the deal falls through, Boege told FAZ that Telekom would find
another buyer.

The failure of the deal would strike a serious blow to Deutsche
Telekom's drive to cut its debt of 65 billion euros ($55.8
billion) to 50 billion ($42.9 billion) euros by the end of this
year.  The cable sale is a key part of that plan.  

London-based investment group Compere Associates has said it will
bid for the cable network if the Liberty acquisition is blocked.


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


BLU SPA: Telecom Italia Bids Over EUR500MM for Blu
--------------------------------------------------

Telecom Italia Mobile SpA is reportedly one of the top contenders
to buy Rome-based mobile phone operator Blu SpA.  The company has
made an offer slightly above 500 million euros, Milano Finanza
reports.  The offer is far lower than the 1 billion euros sought
by Blu shareholders, however.

Other companies who have expressed interest in buying Blu's
assets are Vodafone unit Omnitel Pronto Italia SpA, Enel-
controlled Wind SpA, Hutchison Whampoa-backed H3G SpA, and
Autostrade-Sitech SpA.

Blu's future has been in doubt since October 2000 when it became
the only European mobile company not to buy a permit for high-
speed phone access.


BLU SPA: Will Resume Board Meeting Tomorrow
-------------------------------------------

The board meeting of Blu, called to assess five different
telecoms firms' expressions of interest in the assets of the
mobile phone operator, will resume tomorrow, Reuters reported,
citing Blu CEO Enrico Casini.

Blu said in January that Telecom Italia Mobile SpA, Vodafone unit
Omnitel Pronto Italia SpA, Enel-controlled Wind SpA, Hutchison
Whampoa-backed H3G SpA, and Autostrade-Sitech SpA had submitted
documents expressing interest in the company.

Shareholders, including BT Group Plc (29%) and Autostrade SpA
(32%), have decided to sell the company either as a whole entity
or bit by bit since it failed to clinch a third generation mobile
license in last year's auction.

ENI-owned Italgas and Banca Nazionale di Lavoro both hold 7%
stakes in the company.

Blu was valued at 1.2 billion euros ($1.04 billion) in December
when Mediaset SpA sold its 9% stake to BT. Analysts said Blu
would sell at a price well below that.

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

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


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


CARRIER1 INTERNATIONAL: Terminates Exchange Offer
-------------------------------------------------

Unprofitable Pan-European bandwidth provider Carrier1
International S.A. is terminating its offers to purchase for cash
and shares the company's outstanding 13.25% Senior Euro Notes due
2009 and 13.25% Senior Dollar Notes due 2009.

The offers commenced on January 4 and expired on February 1.

The company has been actively pursuing opportunities to enter
into a potential strategic transaction that would enable it to
continue to fund its operations.

However, its identified opportunities have recently narrowed. The
company is considering the options available to it and intends to
continue to discuss the possibility of a strategic transaction
with a party that has expressed an interest in acquiring the
company's business.

Carrier1 believes that at present, there is no prospect of it
entering into such a transaction imminently and it is uncertain
whether any strategic transaction will be completed.

In addition, since commencing the offers, the company's business
has deteriorated. Carrier1 and one of its major customers entered
into an agreement last week to terminate a long-term contract
that was under dispute, resulting in a loss of significant
expected revenue.

At the end of January, Carrier1 had approximately $90.7 million
of cash and cash equivalents, restricted cash (cash that is
pledged as collateral on outstanding lines and letters of credit
and guarantees to telecommunications companies that provide
refile services to the company) and available-for-sale
securities.

Carrier has determined that it is not permitted by the law of the
jurisdiction of its incorporation (Luxembourg) to issue the
shares offered in the offers, because the notes do not meet
certain valuation requirements under Luxembourg law for the
issuance of shares. As a result, an essential condition of the
offers cannot be fulfilled.

Contact Keith Johnson via e-mail at keith.johnson@carrier1.com;   
or telephone +4 20 7001 6000 for more information.


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


UNITED PAN-EUROPE: Begins Critical Talks to Avoid Collapse
----------------------------------------------------------

Broadband communications company United Pan-Europe Communications
will this week begin its battle to secure Europe's biggest debt
restructuring and avoid financial collapse through a series of
critical negotiations, the Financial Times reported.

The restructuring talks are expected to raise questions about the
future management of UPC. Mark Schneider, the chief executive who
led the company through its acquisition binge, stepped down last
year. Charlie Bracken, who has overseen the financing of
acquisitions and sought to manage UPC's ballooning debt, remains
its chief financial officer.

UPC's conflicts involve facing its equity stakeholders bear
significant dilution, satisfying its independent bond holders who
might argue regarding their hard to salvage value and confronting
its syndicate of senior banks who might seize the reigns relating
to covenants related to the cable group's remaining debt.

The Dutch group has some persuading to do if it will preserve key
relationships.

Shareholders will be left with less than 5% of the enlarged
equity once the debt of 6 billion euros ($5 billion) and
convertible preference shares of 1.5 billion euros will be
swapped with new ordinary shares.


UNITED PAN-EUROPE: Falls 0.03 on Debt Swap
------------------------------------------

Share prices of United Pan-Europe Communications NV were down
0.03 to 0.36 at the AEX index, after Europe's leading broadband
communications company announced a debt for equity swap, AFX News
reported Saturday.

UPC announced it has signed a memorandum of understanding with
UnitedGlobalCom to restructure its debt for equity.

UPC, which has more than eight billion euros of debt, was removed
from the Next 150 Index on January 2 because the Amsterdam-based
company did not meet rules regarding market capitalization
weighted price requirements and negative shareholders equity.


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


KVAERNER ASA: Join Forces With Aker in Shipbuilding
---------------------------------------------------

Kvaerner ASA, the global international oil services, engineering
and construction, and shipbuilding group, announced yesterday
that it has agreed with Aker RGI Holding to establish a jointly
owned shipbuilding management company.

Together, the two groups own 12 shipyards in Europe, and one in
the U.S. and Brazil. These yards have a total of some 13,500
employees, with combined revenues of 20 billion Norwegian krone.

The management company, to be called Aker Kvaerner Yards AS, will
be owned 50:50 by Kv'rner ASA and Aker RGI Holding ASA, and will
become effective on February 15, 2002.

The new company will be headed by Leif A Langoy, currently CEO of
Aker Yards, while Kvaerner's President & CEO, Helge Lund will be
Chairman.

The shipbuilding operations of Kvaerner and Aker combined will
have a leading position within several market segments, such as
cruise ships, container vessels, Ro-Ro/Ro-Pax vessels, and
offshore service vessels.

Following the merger between Aker Maritime and Kvaerner's Oil &
Gas business, the Kvaerner Group expects to have revenues in 2002
approaching US$6 billion, with some 40,000 permanent staff
located in more than 30 countries throughout Europe, Africa, Asia
and the Americas.

For further information, please contact Paul Emberley, Vice
President, Group Communications, at telephone +44 (0)207 339 1035
or +44 (0)7768 813090 or via e-mail at paul.emberley@kvaerner.com


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


ADERA AB: Sells Blanking to Chief Truedsson
-------------------------------------------

Stockholm-based IT consultancy firm Adera is now taking a further
step in streamlining its operations by selling the Blanking
advertising agency in the city of Malmo to Anders Truedsson, the
current president, at an undisclosed amount.

Blanking, with its consumer-oriented profile, is no longer
compatible with the other communications operations, which are
focused entirely on business-to-business.

This transaction will generate a total liquidity increase for the
parent company of slightly less than 2 million Swedish kronor
($187,359).

Due to mounting losses attributed to a decline in market demand,
Adera has sold assets in 2001, including the advertising agency
in Varnamo by means of an asset deal, as part of its ongoing
multi-million kronor restructuring program.

For further information, contact Rolf Jansson, President and CEO
at telephone +46 (0)705-72 72 02


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


CREDIT SUISSE: CSFB to Post Loss of $1BB in Fourth Quarter
----------------------------------------------------------

The collapse of U.S. energy trader Enron Corp., the financial
crisis in Argentina, private-equity holdings and a settlement
with the Securities and Exchange Commission over public-offering
allocations, have dragged Zurich-based Credit Suisse Group, one
of the world's leading financial services companies, into the
red.

According to a report from The Guardian newspaper, Credit Suisse
Group's New York-based investment banking unit Credit Suisse
First Boston (CSFB) would record a loss of $1 billion (708
million pounds) during the fourth quarter.

About $213 million of losses related to bad debts in Argentina,
while $126 million was written off against Enron. CSFB took a
one-off charge of $745 million related to the restructuring of
the company, a figure $95 million higher than it had earlier
indicated.

It also made a provision of $100 million for a settlement reached
with US financial regulators, which have been investigating
certain of CSFB's share allocation practices in flotation during
the Internet-driven boom, the paper added.

At group level, Credit Suisse said it expected to report a loss
of 800 million Swiss francs for the fourth quarter. For the full
year CSFB is forecast to lose $961 million.

CSFB, which has been struggling to restore its fortunes, has cut
more than 2,400 jobs and renegotiated the pay and bonuses of many
of the remaining executives in an effort to tackle its bloated
cost base.

CSFB Chief executive John Mack said the job of getting the bank
back in shape would take up to 18 months.


CREDIT SUISSE: Ex-CSFB Man Faces Probe for Insider Trading
----------------------------------------------------------

A former London-based broker of Credit Suisse First Boston, the
troubled Swiss-American investment bank of Credit Suisse Group,
is being investigated by City of London police in connection with
alleged insider dealing in U.K. and U.S. stocks, the Observer
reported without naming its sources.

The unnamed broker, together with four friends, are suspected of
making 2 million pounds ($2.8 million) by placing bets on U.K.
and U.S.-listed shares over an 18-month period with a number of
spread-betting firms, the paper said.

One of the firms, IG Index, tipped off the police after becoming
suspicious about a series of successful bets placed by the same
people.

The investigation is expected to last six months.

CSFB recently paid $100 million to the U.S. Securities and
Exchange Commission to settle a long-running investigation into
the bank's handling of tech-stock floatation. In the U.K., the
Securities and Futures Authority fined CSFB 540,000 pounds
($764,828) for lax controls last year.

CSFB has shed thousands of jobs in the past year, and news of the
insider dealing investigation in London comes days after the bank
unveiled losses of more than $1 billion for the fourth quarter of
last year.


SULZER MEDICA: Agrees to a Billion-Dollar Settlement
----------------------------------------------------

Sulzer Medica, Europe's biggest orthopedics company, has avoided
bankruptcy after agreeing to a tentative settlement in a U.S.
class-action suit that could cost up to $1 billion, the Financial
Times reported.

Some 3,000 patients have filed lawsuits in the U.S. federal court
in Cleveland in connection with faulty hip and knew transplants
against Sulzer Medica's U.S. unit Sulzer Orthopaedics Inc. Around
2,780 of them have already undergone remedial hip surgery, while
over 260 others have gone through further knee operations.

Sulzer Medica will provide $425 million in cash and $300 million
in a callable convertible instrument (CCI) for the elderly US
patients who filed the suits.

Winterthur Insurance, the company's insurer, will provide $200
million, and Sulzer, Sulzer Medica's former parent, will provide
an estimated $100 million, the paper added.

Under the proposed deal, patients will receive roughly $200,000
each.

Although the settlement will impose a substantial financial
burden on Sulzer Medica, it is likely to be welcomed by
shareholders since it requires no stock dilution.


SWISSAIR GROUP: Corti's Employment Contract Under Investigation
---------------------------------------------------------------

The state administrator Swissair Group AG, Karl Wuthrich of
Wenger Plattner, said Friday that the employment contract of the
company's chief executive Mario Corti and all payments made to
him by SairGroup is under investigation.

Swiss media have speculated that Corti may have received a five-
year salary of CHF12.5 million up front when he took up his post
last year.

Swissair so far has not said whether any advance payment was
made.

Swissair Group collapsed last October after running out of cash
and is currently being liquidated.

For further information, contact Filippo Beck at telephone 01 914
27 70 or fax 01 914 27 88


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


BRITISH TELECOMS: Staff Against Outsourcing Plans
-------------------------------------------------

The IT staff of BT Group plc is irked at the company's plans to
award a big outsourcing contract to Computacenter in a deal
expected to be worth over 100 million pounds, the Guardian
reported yesterday.

Union leaders will meet BT's IT employees on Wednesday to discuss
a possible strike action.

Software service company Computacenter, which has links with BT,
will take on 370 BT workers from March under the outsourcing
agreement of BT Data and Desktop Services, while hundreds of BT's
IT staff members fear of losing their jobs.

BT plans to cut costs and lessen its debts by outsourcing many of
its administrative, finance and IT-related functions. It signed
in October a 200-million-pound deal with Xansa, formerly FI
Group, to outsource 500 accounting and finance workers.


CONSIGNIA: Lazard to Advise Consignia on Restructuring
------------------------------------------------------

The government has hired investment bank Lazard to advise on the
restructuring of Consignia, the state-owned post office group,
London's Sunday Times newspaper reported.

Lazard's mandate is to review the restructuring plan put forward
by Consignia's board. It will also advise the government on
companies that bid to take over parts of the post-office
operation.

Dutch mail group TPG and German giant Deutsche Post Worldnet told
the paper they were interested in bidding.

Last week, postal regulator Postcomm proposed a three-stage plan
that would see business mail contracts open to competition this
year and full competition by 2006.

Postcomm intends to open up 30% of Consignia's business to
competition from April this year to March 2004, open up a further
30% of the market from April 2004 to March 2006 by including bulk
mail between 500 and 1,000 items, and abolish all restrictions.

These have prepared the ground for Consignia interim chairman
Allan Leighton to cut the group's workforce by 15% over the next
year. Consignia's 17 subsidiary companies will be cut to five and
its numerous consultants, who receive about 70 million pounds a
year, will be culled.

Consignia's poor performance has brought the company to report in
November a fivefold increase in first-half operating losses
accruing to 100 million pounds. It 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 Consignia board has hired PricewaterhouseCoopers to advise on
the future of the group, while UBS Warburg is advising on the
future of the post office network.


EQUITABLE LIFE: Compromise Deal Hearing Begins
----------------------------------------------

A make or break hearing on Equitable Life's financial rescue
package began in the U.K.'s High Court Monday as the troubled
insurer faces a tide of legal action from disaffected former
members, the Times reported yesterday.

The hearing, expected to last five days, is the final barrier to
implementing the compromise deal intended to cap Equitable's
GBP1.6-billion liability to holders of guaranteed pension
policies.

Last week, Equitable Life announced it had won approval from 97%
of its voting members on its compromise deal.

Under the agreement, holders of guaranteed pensions will receive
uplifts of an average 17.5% in return for giving up their rights
to a guarantee.

Policyholders without guarantees will see their policies boosted
by 2.5% for waiving the right to sue for mis-selling.


IMPERIAL CHEMICAL: Issues 440MM New Shares to Cut Debt
------------------------------------------------------

Debt-laden chemicals maker Imperial Chemical Industries PLC
issued more than 440 million new shares Monday at 180p a share,
in an attempt to pare its mounting 2.9 billion pounds of debt,
the Financial Times reported.

UBS Warburg Merrill Lynch and Goldman Sachs are underwriting the
issue.

The move involves seven new shares for every 11 held, where the
exercise is expected to raise just over 800 million pounds.

Details of ICI's plans on its rights issue were not fully decided
until the weekend and were being ratified by the board only on
late Saturday.

ICI's new debt-cutting plans came after talks with credit rating
agencies last year led it to believe it might be on the verge of
a ratings downgrade.

The company has announced over 1,000 job cuts in November to help
cut costs. The chemical maker currently employs around 38,000
staff.


NTL INCORPORATED: Moody's Cut Senior Unsecured Debt Ratings to Ca
-----------------------------------------------------------------

Moody's Investors Service further downgraded the senior unsecured
debt ratings of NTL Inc to Ca, following the company's
announcement last week that it has hired strategic advisors to
assist in a restructuring of the company's balance sheet.

The downgrade reflects the increased certainty of a
restructuring, as explicitly acknowledged by the company, and
Moody's expectations of the resultant recovery prospects for
NTL's creditors.

Moody's in November downgraded and continued the negative outlook
for NTL's ratings, reflecting the expectation that it was
increasingly likely that the company would be unable to grow into
its highly leveraged capital structure.


NTL INCORPORATED: S&P Puts Ratings on CreditWatch Negative
----------------------------------------------------------

Standard & Poor's Corp placed the ratings of NTL Incorporated,
the debt-laden British cable television operator, on CreditWatch
with negative implications, including its B- long-term corporate
credit rating.

The move reflects the lack of clarity about the recapitalization
alternatives NTL is considering to reduce its high debt levels,
though S&P noted that it believes the balance sheet restructuring
will "lessen the chances of full principal and interest recovery
by bondholders".

There is also lack of information concerning the group's current
liquidity position and its ability to service its debt, since the
last update came in November with its third-quarter results, and
regarding the company's overall financial and operational
outlook, given that it has announced the suspension of market
guidance as it proceeds with its recapitalization process.

Last week, NTL Inc. appointed investment banks J.P. Morgan Chase
& Co., Credit Suisse First Boston and Morgan Stanley Dean Witter
& Co. to handle the talks with creditors aimed at trimming the
company's debt of  
$17.5 billion.


P&O PRINCESS: Carnival Plans to Raise Bid for P&O
-------------------------------------------------

Chairman and chief executive Micky Arison of U.S.-based Carnival
Corporation is weighing up whether to further raise his offer of
3.6 billion pounds ($5 billion) for the London-based cruise
operator P&O Princess in a last-ditch attempt to save the hostile
bid, the Times newspaper reported yesterday.

Arison is under increasing pressure from P&O shareholders to lift
his offer from 515p a share to between 525p and 585p per share if
he succeeds. Otherwise, Carnival's bid will run stuck in ten days
when P&O shareholders vote on a $6 billion merger of equals
between P&O and Norway's Royal Caribbean.

Last week, Carnival lifted the value of its bid from 500p to 515p
to reflect recent share price changes, and removed many of its
conditions including getting the necessary financing, full access
to P&O Princess financial data and the cancellation of a
shareholders' meeting to vote on the Caribbean deal.

In November, Moody's Investors Service downgraded the senior
unsecured debt rating of P&O Princess to Baa3. The action
reflected the expectation of higher combined debt levels
following the company's merger announcement with Royal Caribbean
Cruises.

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.  
  
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.


RAILTRACK GROUP: Byers Launches Defense on Railtrack Move
---------------------------------------------------------

Stephen Byers warned that no taxpayers' money would be made
available to compensate shareholders as defense of his decision
to put Railtrack into administration in October, Ananova
reported.

The transport secretary insisted his move against Railtrack was
necessary to address the consequences of a "failed"
privatization.

"Despite all the sound and fury, the personal criticism that I
have had to face, I have no doubt that the decision I took in
October was the right thing to do, " Byers said in a statement.

"My position is absolutely clear and resolute on this. There will
be no more taxpayers' money made available. For our Government it
is essential that public services come first and not the
interests of Railtrack shareholders," Byers added.


RAILTRACK GROUP: E&Y Faces $2.5MM Railtrack Bill
------------------------------------------------

Railtrack administrator Ernst & Young was confronted with unpaid
bills of close to 1.8 billion pounds ($2.5 billion) when it took
over the crippled rail network in October, London's The Times
newspaper reported.

The number of creditors lining up for payment was so huge that
the accountancy firm was forced to pay out more than half of the
3.5 billion pounds that it had been given by the government to
run the network for six months.

The paper added that the 3.5 billion pounds of funds given to
Railtrack after it was forced into administration would be used
up by the end of March.


RTS NETWORKS: Enters Administrative Receivership
------------------------------------------------

RTS Networks Group Plc, an unprofitable Internet services
company, has appointed an administrator after bid talks with
undisclosed parties failed.

Robotic Technology Systems Plc, which holds a 22% stake in RTS at
an investment cost of 1.88 million pounds and loan investments of
1.5 million, asked the company to appoint an administrative
receiver under the terms of its loan agreement with Robotics in
January 2001.

RTS PLC, which has appointed administrative receivers to
Networks, said it has always considered its interest in Networks
to be a non-core asset, which, together with the opportunity to
crystallize part of the value, prompted it to de-merge Networks
and float it on AIM in December 1999.

Networks had been seeking further funding opportunities,
including the disposal of leased facilities, staff headcount
reduction and the control of expenses, to ensure that the in
order to secure the group's long-term future since October last
year.

RTS, which incurred an operating loss of 5.5 million pounds as of
June 2001, said on January 28 it would fold unless it secures
funding.

No adequate investment or transaction proved possible from these
discussions and the directors have now been advised that the
company is no longer able to continue trading in its present
form.

For more information, please contact RTS Networks Group Chairman
Bernard Fisher at telephone +44 (0) 207 749 5000

                                     ***********

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

Troubled Company Reporter -- Europe is a daily newsletter co-
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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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