/raid1/www/Hosts/bankrupt/TCREUR_Public/020206.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, February 06, 2002, Vol. 3, No. 26


                            Headlines


* F I N L A N D *

SONERA CORP.: Sells Pannon Stake for EUR310MM

* G E R M A N Y *

COMMERZBANK GROUP: Loss Widens on Job Cuts, Bad Loans
DEUTSCHE TELEKOM: Liberty Media Intent on Getting Telekom Unit
EDEL MUSIC: Sells Majority Stake in PIAS
KINOWELT MEDIEN: Rescue From Collapse in Sight
KIRCHGRUPPE: Unlikely to Get Funding From Banks

* I R E L A N D *

AER LINGUS: In Talks With Union to Avert Strike

* I T A L Y *

FIAT SPA: Fresco Says Merger With SAI, Fondiaria Unlikely

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

KPN NV: Completes Pannon Stake Sale

* N O R W A Y *

KVAERNER ASA: Shipbuilding JV to Present Plans Later This Year

* P O L A N D *

ELEKTRIM SA: Delays Talks on Bond Payment
LOT AIRLINES: Lufthansa, BA Will Not Buy LOT Stake
LOT AIRLINES: SAS Interested in 25.1% Stake

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

SWISSAIR GROUP: In Talks to Sell Gate Gourmet to Texas Pacific

* U N I T E D   K I N G D O M *

BALTIMORE TECHNOLOGIES: Sells Shares in Japan Unit for $4.73MM
BRITISH TELECOM: Names Livingston as Finance Chief
BRITISH TELECOM: Shareholders Welcome Livingston Appointment
ENRON CORPORATION: European Unit Has Billion-Dollar Liability
IMPERIAL CHEMICAL: Bounces Back on Rights Issue
IMPERIAL CHEMICAL: Underwriters to Share Rights Issue Fee
INVENSYS PLC: Slides 8.6% on Recovery Doubts
MARCONI PLC: Completes Sale of Optical Components Business
NTL INCORPORATED: Withholds Dividend on Preferred Shares
P&O PRINCESS: Carnival Tells P&O Holders to Dissolve Meeting
P&O PRINCESS: Rejects Revised Carnival Offer
RTS NETWORKS: Makes 25 Workers Redundant


=============
F I N L A N D
=============


SONERA CORP.: Sells Pannon Stake for EUR310MM
---------------------------------------------

Helsinki-based Sonera Corporation, an international forerunner in  
mobile communications and mobile-based services and applications,  
said Monday it has closed and received 310 million euros for the
sale of its 23% stake in Hungarian wireless operator Pannon to
Telenor Mobile Communications.

Sonera will record a gain of approximately 220 million euros from
the sale for the first quarter of 2002.

As earlier announced, Sonera will use the proceeds from the sale
of the Pannon shares to further strengthen its financial
position.

Sonera was forced to sell off assets and organize in November a
billion-euro rights issue to pay down debts of around 3.5 billion
euros.

Contact Sonera Corporation CFO Kim Ignatius at telephone +358
2040 54015, or via e-mail at kim.ignatius@sonera.com for further
information.


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


COMMERZBANK GROUP: Loss Widens on Job Cuts, Bad Loans
-----------------------------------------------------

Commerzbank posted a fourth-quarter loss as Germany's No. 4 bank
set aside more money for bad loans and took a charge of 283
million euros to pay for an overhaul, which includes shedding
3,400 jobs.

The Frankfurt-based bank lost 189 million euros ($163 million)
before taxes, compared with a loss of 182 million euros a year
ago, Commerzbank spokesman Dennis Phillips said.

Commerzbank, one of the least profitable banks in Europe,
registered its third quarterly loss in 12 months.

Its stock slipped 0.8% to 19.15 euros in afternoon Frankfurt
trading on Monday.

The weak share price has made it a persistent target of takeover
speculation.


DEUTSCHE TELEKOM: Liberty Media Intent on Getting Telekom Unit
--------------------------------------------------------------

U.S. cable group Liberty Media is currently working on a response
to the Germany's Federal Cartel Office's warning last week
regarding its 5.5 billion euro cash and shares purchase of 60% of
the cable-tv network of Bonn-based telecom giant Deutsche Telekom
AG, AFX News reported Monday.

Deutsche Telekom confirmed that the two companies are still in
talks, but declined to comment on the content of their
discussions.

Liberty has until February 15 to respond to the regulator's  
warning to only approve the offer if the U.S. company agrees  
to create greater competition in affiliated markets, such as
Internet or telephony, by developing its network.

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


EDEL MUSIC: Sells Majority Stake in PIAS
----------------------------------------

Hamburg-based music publishing company edel music AG has sold its
74.9% stake in Brussel's Play It Again Sam (PIAS) group to the
PIAS management, consisting of its founders Kenny Gates and
Michel Lambot and CFO Philippe Saussus, at an undisclosed amount.

The sale is part of edel's current restructuring and refinancing
program, which means the refocussing on A&R and product
development, as well as the strategic concentration on edel's
core companies.

As part of the agreement between edel and Play It Again Sam,
Playground Music Scandinavia AB will be disintegrated from PIAS
and stays part of the edel group, which holds a majority stake of
51%.

Playground, co-owned by British labels Mute and Beggars Banquet
as well as the Playground management, is one of the leading
independent music companies in Scandinavia and runs operations in
all Nordic countries. It has already been working closely to edel
records division and will, as recently announced, in the future
represent edel in Sweden and Norway.

edel music creditors earlier ordered the group's chief, Michael  
Haentjes, to liquidate some of his private assets to save the  
company from financial ruin. Recent initiatives in this respect
were the desinvestments of Red Distribution in New York and Eagle
Rock Entertainment in London.

Edel Music's debts currently total 125 million euros.

Contact Baerbel Tomas at telephone +49-40-89085-225 or via e-mail
at Baerbel_Tomas@edel.com for further information.


KINOWELT MEDIEN: Rescue From Collapse in Sight
----------------------------------------------

Kinowelt Medien AG interim administrator Wolfgang Ott is
cautiously hopeful that the insolvent Marburg-based film rights
group would be rescued after all.

Ott told Handelsblatt newspaper that Kinowelt's operating
business was already back to normal, while preliminary talks with
potential investors had already taken place.

The administrator added that the search for investors to acquire
parts of the company was also progressing. The sale of its chain
of multiplex cinemas was close to completion.

A final decision on the fate of the troubled media group is
expected at the end of March.

Kinowelt AG and its subsidiary Kinowelt Lizenzverwertungs GmbH
have filed for insolvency proceedings at the Munich court on
December 19 after Dutch bank ABN AMRO decided to call in its
credit.

For inquiries, contact the company'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


KIRCHGRUPPE: Unlikely to Get Funding From Banks
-----------------------------------------------

Kirch, the heavily indebted Munich-based media group, is under
pressure as it is unlikely to get new loans from Germany's
leading banks, reports Handelsblatt.

According to Deutsche Bank AG chief executive officer Rolf
Breuer, the only ones that may be interested in supporting Kirch
are third parties.

There are also reports from Munich's financial community that
Bayerische Landesbank Girozentrale is not prepared to renew
loans. The Bavarian central savings bank is already Kirch's
largest single creditor, having issued loans totaling 1.5 to 2
billion euros.

Alongside Deutsche and BayernLB, Kirch's other major creditors
are HypoVereinsbank Group, JP Morgan Chase & Co. and Dresdner
Bank, which said in December it would not renew a 450 million-
euro loan that expired that month. Kirch now has until April to
pay back the loan.

With media shares currently struggling, the stake is worth just
110 million euros.

Kirch, which has $5 billion in debt, is also losing long-time
investors such as Axel Springer Verlag AG, the country's biggest
publisher.


=============
I R E L A N D
=============


AER LINGUS: In Talks With Union to Avert Strike
-----------------------------------------------

The management of Aer Lingus met with union officials
representing the Irish carrier's pilots Monday after a ballot
showed overwhelming support for industrial action over
implementation of compulsory redundancies for pilots.

Ireland's Labor Relations Commission has invited Aer Lingus
bosses and IMPACT officials to the exploratory talks after the
trade union said there would be a one-day walkout on February 11.

IMPACT claims that compulsory redundancy notices served on ten
junior pilots must be withdrawn to avoid a strike. It also said
that what was offered to its members under the company survival
plan is unfair compared to those offered to other staff.

Aer Lingus, which late in 2001 was losing 2.5 million euros
($2.15 million) a day as a result of the world economic downturn
and the effects of the September 11 terrorist attacks, says it
must lay off 80 of its 530 pilots. That is, 20 captains and 60
co-pilots will lose their jobs.

The layoffs were under a radical rescue scheme to cut 2,000 jobs  
from its workforce of 6,000 in order to save 190 million euros  
and return the company to profitability.


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


FIAT SPA: Fresco Says Merger With SAI, Fondiaria Unlikely
---------------------------------------------------------

Chairman Paolo Fresca of Turin-based car manufacturer Fiat SpA
said the merger of Fiat unit Toro Assicurazione with another
Italian insurer Societa Assicuratrice Industriale SpA and La
Fondiaria Assicurazioni SpA is unlikely.

Fresca told AFX News that the three-way merger would be ideal but
in practice it is not very probable.

The board of Montedison SpA, a Fiat affiliate, met yesterday to
discuss what to do with its 20% plus stake in Fondiaria, with
which SAI and Toro want to link.

A Fiat official source said Montedison is analyzing the situation
after JP Morgan, Italy's Interbanca, and financier Francecso
Micheli said they would buy a 22% stake from Montedison.

The official declined to react to broker comments that the 9.50
euro per Fondiaria share price paid by the three is dear and said
Montedison has "still a lot of other possibilities" under study.

Fiat intends to make 3 billion euros of disposals over the next
two years to help reduce debt, which stood at 7.5 billion euros
as of September.


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


KPN NV: Completes Pannon Stake Sale
-----------------------------------

Heavily indebted Hague-based telecommunications company KPN
Telecom NV said Monday that KPN Mobile had completed the sale of
its 44.66% stake in Hungarian mobile operator Pannon GSM to
Norwegian telecoms group Telenor, reaping 603 million euros in
proceeds.

The transaction follows from the definitive agreement signed and
communicated in October 2001, and the recent approval of the
Hungarian Competition Office.

It is part of KPN's non-core assets disposal program from which
the net cash proceeds are used to reduce net debt.

By completing this transaction, the total announced and cashed
divestments add up to 3 billion euros.

KPN, according to chief financial officer Maarten Henderson,
currently has 8.8 billion euros in cash on hand, while the
company's net debt as of December 31 is estimated at 16.5 billion
euros.


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


KVAERNER ASA: Shipbuilding JV to Present Plans Later This Year
--------------------------------------------------------------

Aker Kvaerner Yards AS, the new shipbuilding joint venture
between the Anglo-Norwegian engineering, construction and
shipbuilding group Kvaerner ASA and Aker RGI Holding, plans to
present merger plans later this year, AFX News reported.

The two companies expect the merger synergies will be between
their German yards Aker MTW and Kvaerner Warnow Werft and that
the co-operation will lead to positive effects at Kvaerner
Philadelphia Shipyard in the US.

Aker Yards CEO Leif A Langoy will head the new company, while
Kvaerner President & CEO Helge Lund will serve as chairman.

Kvaerner staved off bankruptcy in November by agreeing to merge
with its oil service rival Aker Maritime.

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


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


ELEKTRIM SA: Delays Talks on Bond Payment
-----------------------------------------
  
Warszawa-based telecommunications and power conglomerate Elektrim  
SA is holding back its negotiations to repay defaulted bonds, the
Warsaw Business Journal reports.

According to Jarek Golacik, a vice president of the London-based
asset-management company Centaurus Capital Limited, who is acting
as spokesman for a group of bondholders holding more than 75% of
the defaulted issue, Elektrim has not yet sent proposals it
promised to bondholders.

Elektrim had neither contacted Law Debenture Trust Corp., the
London-based trustee that had filed a court petition against the
Polish company on behalf of the bondholders, to begin the
mediation talks, Golacik said.

In January, the group of bondholders filed the petition in a
Warsaw court calling for Elektrim's bankruptcy after the concern
defaulted on the repayment of 480 million euros ($412.8 million)
worth of unsecured bonds in December 17.

The court later dismissed the petition and ordered Elektrim to
begin composition, or debt restructuring proceedings to repay its
bondholders.

Elektrim filed a court petition on the same month, proposing a
40% reduction of its debt and a three-year grace period for
repaying the remainder.

The Warsaw court is scheduled to convene February 13 when
Elektrim must present a list of its creditors and the amounts
they are owed.

If the creditors reject Elektrim's settlement offer, the court
would automatically close the composition procedure and they
would be able to file a second bankruptcy petition.

Elektrim has been suffering serious liquidity problems since  
1999, when the then CEO Barbara Lundberg launched an ambitious  
and high leveraged round of telecom and cable TV acquisitions.

Earlier, Elektrim's supervisory board suspended deputy CEO Jacek
Walczykowski after a management disagreement erupted over debt
settlement talks with convertible bondholders.


LOT AIRLINES: Lufthansa, BA Will Not Buy LOT Stake
--------------------------------------------------

Deutsche Lufthansa and British Airways (BA) will not buy the
shares of 25% stake in LOT Polish Airlines, which the financially
troubled Swissair wants to sell, the Warsaw Business Journal
reported.

According to BA spokesman Bernd Wietfeld, it is not their current
priority to invest as they are also reshaping their own business
to get British Airways on track.

The most likely new investors said they only want to include the
Polish national air carrier in their global alliances (Star
Alliance and Oneworld).

The Polish state, which owns 68% of LOT, is keen to find a new
partner for the airline, whose net loss reached 639 million
zlotys ($156 million) in 2001, while revenue fell by 0.4% to 2.42
billion zlotys ($591 million) from 2.43 billion zlotys ($593.7
million) in 2000, to guarantee the national carrier's future
after the demise of strategic partner Swissair.

The company said the slump in the global air travel, high fuel
prices, zloty appreciation and substantial spending on the
development of a hub in Warsaw last year were key reasons for the
loss.


LOT AIRLINES: SAS Interested in 25.1% Stake
-------------------------------------------

Scandinavian Airline Systems AB, an international travel service
company owned by the Swedish, Danish and Norwegian states and
private shareholders, is interested in acquiring 25.1% of the
Polish airline LOT, owned by Swissair Group AG, Treasury Minister
Wieslaw Kaczmarek told PAP news agency.

The announcement came as Deutsche Lufthansa AG and British
Airways PLC recently withdrew their interest in the LOT stake.

SAS in June 2001 did not pursue Swissair's 49% stake in Belgian
airline Sabena. It said the company would prefer a major
cooperation in Finland, the Baltic states and in northern Poland,
together with LOT.


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


SWISSAIR GROUP: In Talks to Sell Gate Gourmet to Texas Pacific
--------------------------------------------------------------

SwissAir Group has entered into exclusive talks to sell its
airline catering business, Gate Gourmet, to U.S. private equity
group Texas Pacific Group, Reuters reported.

Gate Gourmet, the world's second largest airline catering
business, has revenues of 3.2 billion Swiss francs in 2001.

The transaction is expected to close in the second quarter, the
news agency added.

Swissair Group collapsed in October 2001 after running out of
cash. The Swiss aviation group is currently being liquidated.


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


BALTIMORE TECHNOLOGIES: Sells Shares in Japan Unit for $4.73MM
--------------------------------------------------------------

Hampshire-based information security solutions provider Baltimore
Technologies eased its cash concerns further with the sale of
11,000 shares in its Japanese subsidiary to investment fund CGI
for 4.73 million pounds ($6.7 million) in cash.

According to the Monday edition of the Financial Times, the
disposal would cut the holding in Baltimore Technologies Japan to
19% from 62%.

In January, Baltimore sold its Content Technologies business, and
e-mail security system, to Clearswift Corporation for 20.5
million pounds ($29.7 million). The sum was expected to provide
the company with working capital for the next 12 months.

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.

Baltimore is aiming to reach profitability before interest, tax,
depreciation and amortization by March 2003.


BRITISH TELECOM: Names Livingston as Finance Chief
--------------------------------------------------

London-based BT Group concluded its management reshuffle by
naming Ian Livingston as group finance director, to take over
Philip Hampton in April.

Livingston, who joins the company from electrical goods retailer
Dixons where he has been finance director since 1997, is expected
to continue BT's debt-cutting process.

The new finance chief said his focus would be to increase the
cashflow of the business. He will be paid a basic salary of
450,000 pounds, plus an additional annual bonus of up to 75% of
salary.

Livingston will join new BT Chief Executive Ben Verwaayen and
Chairman Christopher Bland, who started work at BT in the middle
of last year, and John Frederick Nelson, Margaret Jay and Carl
Symon as non-executive directors of its board.

BT Group is selling unprofitable businesses and spun off its
wireless unit mm02 to slash debt, which had tripled to 27.9
billion pounds ($40.3 billion) in the year ended March 2001.


BRITISH TELECOM: Shareholders Welcome Livingston Appointment
------------------------------------------------------------

British Telecommunications shareholders reacted favorably to the
appointment of Ian Livingston as its new finance director, the
Financial Times reported.

"It's hard to think of a better appointment," said David Lis,
fund manager at Morley Fund Management, a large shareholder.
"He's a pretty tough, no nonsense character and he's also got
some experience of telecoms through Freeserve."

Chris Godsmark, a telecoms analyst at Investec Henderson
Crosthwaite, said that Livingston, while he was still at
electrical goods retailer Dixons as finance director, has shown
that he is very good at cutting costs.

During Livingston's stay at Dixons, he won favor among
shareholders by driving down operating costs.


ENRON CORPORATION: European Unit Has Billion-Dollar Liability
-------------------------------------------------------------

Administrator PricewaterhouseCoopers told creditors ahead of
creditors' meetings in mid-February that the collapsed energy
company Enron Europe had billions of dollars of liabilities,
Reuters reported.

One of the administrators, Neville Kahn, declined to give a more
precise estimate of the liabilities, which do not take into
account Enron Europe's debt and credit with 130 other companies
within the Enron group.

Creditors include other energy companies and banks.

In January, PCW spokesman John Bunn also disclosed that Enron
Europe unit has gross liabilities of more than $1 billion.

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 work force in November and is now retaining a
small group of employees to help sell various businesses.


IMPERIAL CHEMICAL: Bounces Back on Rights Issue
-----------------------------------------------

Debt-laden chemicals maker Imperial Chemical Industries rose
5.3%, having tumbled 20% last week, after it announced a rights
issue, Reuters reported.

ICI announced details of what is a deeply discounted 808 million
pound ($1.1 billion) issue of 7-for-11 at 180p a share, in an
attempt to pare its mounting 2.9 billion pounds of debt.

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

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.


IMPERIAL CHEMICAL: Underwriters to Share Rights Issue Fee
---------------------------------------------------------

UBS Warburg, Goldman Sachs International and Merrill Lynch
International will share about 11.5 million pounds or 1.4% of the
gross proceeds for underwriting the rights issue from Imperial
Chemical Industries PLC, AFX News reported.

The London-based chemical group is set to raise 808 million
pounds through a discounted seven-for-eleven issue at 180 pence a
share.

ICI needs the money to sustain its BBB/Baa2 credit rating with
the debt agencies. Otherwise, future earnings and growth targets
of the group will be put in jeopardy.

The rights had been underwritten to add certainty to the issue,
which will bring down debt from 2.9 billion to 2.1 billion
pounds.


INVENSYS PLC: Slides 8.6% on Recovery Doubts
--------------------------------------------

Invensys Plc fell 8.6% on Monday's trading, as investors doubted
whether Britain's largest engineering company could still
recover, Reuters reported.

The company also lost as much as 6.8% to 113p in January after
American rival Tyco International Ltd. said second-quarter
earnings will be less than analysts' forecasts.

The London-based company, which sold its Brook Crompton unit and
battery business, is trying to cut debt amid speculation by
investors that it might breach agreements with lenders.

The group was battered last year by a series of profits warnings  
and 3.3 billion pounds of debt as of September 30.

Invensys operates in all regions of the world through the
Software Systems, Automation Systems, Power Systems and Control  
Systems divisions.

With close to 76,000 employees, the group supplies products and
services ranging from advanced control systems, remote
diagnostics and energy management for process plants, factories
and commercial environments to electronic devices and networks
for residential buildings, as well as complete power systems for
the industrial, telecommunications and information technology
sectors.


MARCONI PLC: Completes Sale of Optical Components Business
----------------------------------------------------------

Marconi plc, the London-based telecom equipment company, has
completed the sale of its Optical Components business to Bookham
Technology plc in exchange for 12,891,000 Ordinary Shares in
Bookham, equivalent to approximately 9% of the new enlarged
issued share capital of Bookham.

Debt-burdened Marconi, which has 1 billion pounds in available
cash, has been selling assets over the past four months in an
effort to reduce between 2.7 and 3.2 billion pounds of debt by
March.

Marconi has also completed the sale of its industrial printing
unit Marconi Data Systems to Danaher Corp for $400 million and
has signed a 30 million pound ($42.3 million) network development
contract with BT Wholesale to add functionality through software
to the growing volume of narrowband traffic.

Marconi said its net debt as of December 2001 was 3.5
billion pounds, reduced from 4.3 billion pounds in September.


NTL INCORPORATED: Withholds Dividend on Preferred Shares
--------------------------------------------------------

Debt-laden British cable television operator NTL Inc. will not
pay dividends on certain preferred shares due to the possibility
of having to write off some of the value of its assets.

According to a Reuters' Monday edition, NTL was not allowed under
accounting rules to pay the preferred stock dividends unless it
had the available surplus, and this would depend on the outcome
of the restructuring.

NTL had historically paid dividends on the 13% senior redeemable
exchangeable preferred stock in the form of additional shares.

NTL's ordinary shares were unchanged at 40 cents in early New
York trade, while its 12.375% euro bond due February 2008 was bid
at 36.5% of face value, unchanged on the day, Reuters added.

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 Tells P&O Holders to Dissolve Meeting
------------------------------------------------------------

U.S.-based Carnival Corporation, the world's biggest cruise
operator, has reacted angrily to P&O's rejection of its hostile
bid and is urging shareholders to adjourn the EGM on February 14,
Ananova reported.

"Our offer clearly provides superior value to the P&O Princess
shareholders and is as deliverable as the Royal Caribbean
proposal," Carnival chairman and chief executive Micky Arison
said.

If shareholders do not vote to adjourn the EGM, Carnival wants
them to vote against the Royal Caribbean proposal, Ananova added.

Royal Caribbean chairman and chief executive Richard Fain said
that the adjournment of next week's EGM could threaten their
merger with P&O.


P&O PRINCESS: Rejects Revised Carnival Offer
--------------------------------------------

London-based cruise operator P&O Princess remained defiant in
rejecting a new offer from rival cruise group Carnival
Corporation in favor of its merger with Royal Caribbean.

According to a Financial Times report, chief executive Sir Peter
Ratcliff on Sunday insisted that the hostile offer of 3.6 billion
pounds ($5.1 billion), which amounts to 509p per share, was
financially less favorable than with Royal Caribbean Cruises.

P&O Princess shareholders are due to vote on whether or not to
agree the proposed merger with Royal Caribbean on February 14.

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.  
  
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.


RTS NETWORKS: Makes 25 Workers Redundant
----------------------------------------

RTS NetWorks Group PLC, an unprofitable London-based Internet
services company, will make 25 of the 171 employees of RTS
Networks Group and RTSE UK Ltd redundant after they have been put
into receivership last week.

According to the Monday edition of AFX News, the employees have
been paid up until the end of January, with no additional working
capital available.

Networks, which posted a turnover of 2.87 million pounds in
October, had been seeking further funding opportunities,
including the disposal of leased facilities, staff headcount
reduction and the control of expenses, in order to secure the
group's long-term future.

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.

Other companies in the group, including Axida Ltd and RTS
Networks' overseas offices in France, America and Denmark are not
included in the receiverships.

                                   ***********

       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
via e-mail.  Additional e-mail subscriptions for members of the
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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