/raid1/www/Hosts/bankrupt/TCREUR_Public/020325.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, March 25, 2002, Vol. 3, No. 59


                            Headlines

* B E L G I U M *

FLV Fund: Approves 2001 Annual Accounts on Shareholders' Meeting

* C Z E C H   R E P U B L I C *

CESKA SPORITELNA: AVS Will Launch Tender Offer for Ceska Shares

* F R A N C E *

4M TECHNOLOGIES: Announces End of Period for Capital Increase

* G E R M A N Y *

ADVANCED MEDIEN: Finds Probe on Past Transactions Ineffective
COMDIRECT BANK: Sells French Subsidiary to ProCapital
DEUTCHE TELEKOM: T-Online Inks Loss, Expects to Break Even in '02
KIRCHGRUPPE: Banks to Swap Debts for Equity and Float KirchMedia
MAN AG: Approves Conversion of Preference Shares
MOBILCOM AG: Records EUR 205.57MM in Consolidated Loss
MOBILCOM AG: Risk of Bankruptcy Looms Over Tussle on "Put Option"
PHILIPP HOLZMANN: Will Seek Bankruptcy Protection
KIRCHGRUPPE: Records Losses Twice Larger Than 2001 Revenues
TELESENSKSCL: Lowers Projected Revenue Target for 2002

* I T A L Y *

BLU SPA: E-Do Voices Interested in Mobile Operator

* N O R W A Y *

KVAERNER ASA: Subsidiary GBP 10MM From Shell

* P O L A N D *

ELEKTRIM SA: Megadex Unit Signs EUR4MM Contract With ELWO
ELEKTRIM SA: Court Admits Case to Secure Claim

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

ABB LTD: Decides to Draw on US$3 Billion Bank Credit Line
ZURICH FINANCIAL: Junks Plan as '01 Results Fall Short by US $1BB

* U N I T E D   K I N G D O M *

ARTHUR ANDERSEN: Russian Unit Announces Merger With E&Y
BIOCOMPATIBLES INTERNATIONAL: Sweetens Abbott Deal With Dividend
BRITISH TELECOMS: Notification of Major Interest in Shares
EQUITABLE LIFE: Willing to Pay But Only If Probe Shows Liability
IMPERIAL CHEMICAL: Announces Success of Rights Issue
INVENSYS PLC: Sells Flow Control Unit to Flowserve US$ 535MM
INVENSYS PLC: Notification of Major Interest in Shares
JOHN LAING: Notification of Major Interest in Shares
MARCONI PLC: Trading Update, Status of Negotiations With Banks
MG ROVER: Combines Forces With Chinese Automaker Brilliance
RAILTRACK GROUP: "Data Room" Delay to Extend Administration
SSL INTERNATIONAL: Appoints Non-Executive Directors


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


FLV Fund: Approves 2001 Annual Accounts on Shareholders' Meeting
----------------------------------------------------------------

FLV Fund, Ieper-based venture capitalist, approved Thursday
during its shareholders' meeting the annual accounts of the
company for the financial year ended December 31, 2001 and the
allocation of the results.

Out of a total of 20,604,495 shares, 4,149,177 shares were
represented.

The annual accounts contain a net loss of EUR58 million and an
amount of EUR58 million will be transferred to next financial
year.

In addition, the shareholders unanimously released the statutory
manager of FLV Fund, FLV Management, and the auditor from
liability for the execution of their mandate during the financial
year 2001.

FLV Fund is a global venture capital fund which intends to wind-
up the firm's operations by December 31, 2004.

For more information, contact Piet Vandermeersch at telephone
number +32 (0)57 22 94 30 or check the group's Web site at
http://www.flvfund.com.


===========================
C Z E C H   R E P U B L I C
============================


CESKA SPORITELNA: AVS Will Launch Tender Offer for Ceska Shares
---------------------------------------------------------------

Anteilsverwaltungssparkasse (AVS), the Austrian savings bank
foundation, on Friday applied to the Czech Securities Commission
to secure approval for AVS to make an unconditional and unlimited
tender offer for the common shares issued by Ceska Sporitelna,
A.S., second-largest bank in Czechoslovakia.

AVS intends to offer CZK375 for each common share, representing a
premium of 22% over the 6-month weighted average trading price.
It is anticipated that the tender offer will remain open for
approximately six weeks.

An independent Czech expert has performed a valuation of the
company and calculated a fair offer price of approximately CZK311
per share.

The intended offer price exceeds such fair offer price by 21% and
otherwise exceeds all minimum requirements for the common shares
which would have been applicable had a mandatory tender offer
been required at this time.

Under the intended terms of the offer, AVS would pay a premium of
1% over the last closing price, and an implied 2001 price-book
multiple of 2.3x as well as 12.1x estimated 2002 earnings
consensus.

AVS believes it offers an attractive opportunity for those
shareholders who have supported the company over the last two
years to realize the capital gains they have accumulated, locking
in the strong share price performance near its all-time high.

Since August 1999, the stock price has increased almost 100% due
to the successful implementation of a restructuring plan by Ceska
sporitelna's majority shareholder, Erste Bank. After the most
recent share price increase, any acquisition premium is already
priced in, and AVS considers the shares now to be fully valued.

As the tender offer will be unconditional and unlimited, AVS will
acquire as many or as few common shares as are tendered by
shareholders.

AVS believes shareholders should accept the offer to be able to
take advantage of the strong recent performance of the Ceska
Sporitelna share price, which contains an implicit acquisition
premium.

AVS is the biggest single shareholder of Erste Bank with a 41%
stake. While AVS acts for its own account, it wishes to emphasize
that the intended offer is fully compatible with and supportive
of the strategy of Erste Bank and Ceska sporitelna.

Under the Czech Commercial Code, AVS will be considered acting-
in-concert with Erste Bank. AVS does not anticipate any changes
in the business or any material adverse effect on employees or
directors of Ceska sporitelna, but would likely support a de-
listing of Ceska sporitelna from the Prague Stock Exchange and/or
other legal methods to acquire all minority shareholdings.

JP Morgan has acted as exclusive financial advisor to AVS on this
transaction.

AVS has authorized Patria Finance, a.s. to arrange for the
implementation of such tender offer.

AVS, formally known as DIE ERSTE osterreichische Spar-Casse
Anteilsverwaltungssparkasse, is a legal entity organized as a
savings bank holding company (Anteilsverwaltungssparkasse) under
the laws of the Republic of Austria, having its registered
offices at Graben 21, A-1010 Vienna, Austria.

The common shares issued by Ceska sporitelna, a.s. are identified
through ISIN CZ0008023801 (common shares).


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


4M TECHNOLOGIES: Announces End of Period for Capital Increase
-------------------------------------------------------------

The subscription period for the capital increase of 4M
Technologies Holding, the Yverdon-les Bains-based manufacturer of
production systems for optical discs, ended on March 21, 2002.

The board of directors observed that the 1,800,000 shares offered
to the investors were all subscribed. Moreover the 700,000 shares
offered to the shareholders and to the public were over-
subscribed.

This stage will be followed by the paying-up of the issue price
of the shares which should occur next week and enable the Group
to complete the recapitalization operation by the end of March
2002.

For further information, write, call or fax Martine Pillard of
Corporate Communications at 4M Technologies Holding, Avenue des
Sports 42, CH-1400 Yverdon-les Bains; Tel: ++41 (0) 24 4237 111;
Fax: ++41 (0) 24 4237 177; E-mail: martine.pillard@4m-inc.ch.


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


ADVANCED MEDIEN: Finds Probe on Past Transactions Ineffective
-------------------------------------------------------------

Based on an expert opinion on the balance sheet of Advanced
Medien AG prepared by an independent auditor and lawyer, the
management board of film rights company Advanced Medien AG has
come to the conclusion that the examined transaction are
ineffective.

Due to their ineffectiveness, these transactions regarding the
sale of film rights with a total volume of EUR39 million should
not have been included in the financial statements for fiscal
years 1999 and 2000.

As a result, the financial statements for fiscal year 1999 and
2000 of Advanced Medien AG and other group companies will have to
be prepared anew. This also changes the basis for the financial
statements for fiscal year 2001. The income statement of the
consolidated financial statements for fiscal year 2001 will
probably not be affected significantly by this.

The additional work required for the new preparation of the
financial statements will probably affect the timely publication
of the financial statements for fiscal year 2001. The company has
already requested an extension of the deadline with Deutsche
Borse AG.

Last year, Advanced Medien said in December it would terminate
its Advanced Filmverleih GmbH business as part of an effort to
focus on its core business of the purchase, sale and licensing of
motion picture rights.


COMDIRECT BANK: Sells French Subsidiary to ProCapital
-----------------------------------------------------

Comdirect Bank AG, Quickborn-based online trading firm, announced
Friday that it has sold all shares in its wholly-owned
subsidiary, comdirect S.A., Paris, to ProCapital S.A., Paris. The
agreement is subject to the approval of the French banking
regulatory authorities.

With this sale, comdirect bank AG continues the announced
measures to restructure the group, which are aimed at achieving
substantial cost reductions.

The extraordinary expenses are included in the financial
statements 2001 of the Comdirect Bank Group, which have already
been adopted.

Last year, the bank reported pretax losses of EUR25.57 million in
its 2000 financial statement, the Troubled Company Reporter
Europe reports.

Comdirect is a unit of Germany's third largest bank, Commerzbank.
The group has in the U.K. In late February, the firm announced
the liquidation of its subsidiary comdirect bank S.p.A. in Milan,
Italy.

The group continues to terminate or divest some of its foreign
operations due to a slowdown in the industry.

Additional information may be obtained from Gregor Sparfeld of
Investor Relations at telephone number +49-4106-704-1966.


DEUTCHE TELEKOM: T-Online Inks Loss, Expects to Break Even in '02
-----------------------------------------------------------------

Europe's leading Internet service provider T-Online International
reported last week net losses of EUR797 million in 2001 on
account of several write-downs.

But despite that, the ISP unit of Deutsche Telekom expects to
break even a year earlier than previously projected.

CEO Thomas Holtrop told the paper that his group had brought
forward its forecast on the basis of strong subscriber growth and
reduced core operating costs.  The company currently has 11
million subscribers across Europe.

The losses in 2001, which is more than double than the EUR390
million reported a year earlier, was caused by several write-
downs, the largest among them worth EUR355 million.  This amount
represented its 21.4% stake in Comdirect, the online brokerage
that closed operations in Italy and sold its French subsidiary.

The company's losses before interest, taxes, depreciation and
amortization came in at EUR189 million for 2001, after EUR122
million in the previous year, beating its own forecast of a
EUR200 million loss. Fourth-quarter losses narrowed to EUR31.2
million from EUR68.1 million in the year-ago period.

Meanwhile, Mr. Holtrop said his group will make a large
acquisition soon.  He says ISPs in Europe are expected to
consolidate and that would be time he will make a decision as to
who to acquire.  He says only companies with a "significant
position in Europe" will be considered.


KIRCHGRUPPE: Banks to Swap Debts for Equity and Float KirchMedia
----------------------------------------------------------------

Kirch Gruppe's four largest creditor banks are now close to
drafting a rescue plan for the troubled German media giant, the
Financial Times reported late last week.

The paper said DZ Bank, Commerzbank, HypoVereinsbank, and
Bayerische Landesbank are now open to the idea to swapping their
credits into equity in KirchMedia, the group's core rights
trading and broadcasting subsidiary.

Accordingly, the plan also involves tapping the equity markets
through an initial public offering of KirchMedia's shares.

The paper said the latest rescue scenario would not only provide
Kirch with fresh cash to finance its business, but it would also
allow the banks to keep the group afloat while not increasing
their debt exposure, which could affect their capital adequacy
ratios.

Bankers told the Financial Times that they hoped to have a deal
with Kirch wrapped up before the end of the month although some
cautioned details had still to be ironed out and that competing
solutions remained on the table.

One such detail to be agreed on is the level of the capital
injection the banks will extend to the cash-strapped media
empire.

The report says the final agreement could be more complex,
involving a degree of debt-for-equity swap by the banks, an
extension of debt repayment deadlines on existing short-term
loans, and some new credits.


MAN AG: Approves Conversion of Preference Shares
------------------------------------------------

The supervisory board of Munich-based heavy equipment
manufacturer MAN AG announced Thursday it adopted the annual
financial statements for 2001 and approved the proposal by the
executive board for a dividend payment of EUR0.60 per share.

Furthermore, the supervisory board approved the following
resolutions, which were also passed by the executive board
Thursday.

1. Recall of company shares

The 7,160,000 preference shares held in treasury are to be
recalled. The share capital of MAN AG will then amount to
376,422,400 euros (110,280,000 ordinary shares and 36,760,000
preference shares).

2. Offer to convert preference shares

At the annual general meeting and the special meeting of the
preference shareholders on May 17, 2002, it will be proposed that
all holders of preference shares should be offered the
possibility of converting their shares into ordinary shares
against payment of an additional conversion premium of 3.30 euros
per share. The period for accepting the conversion offer shall be
six weeks. Details of the conversion process shall be determined
by the executive board, subject to approval by the supervisory
board, and will be announced at the same time as the offer
period.

The conversion premium amounts to about two thirds of the average
difference between the closing prices in XETRA trading with the
ordinary and preference shares during the three months preceding
this announcement. On this basis preference shareholders can
obtain ordinary shares with a price benefit of 1.64 euros, after
taking into account the conversion premium.

Holders of ordinary shares will participate in the increase in
capital surplus accruing from the conversion premium, providing
reasonable compensation for dilution of their voting rights.

MAN's position on the capital market will be strengthened by the
conversion. The conversion offer will provide preference
shareholders with an opportunity to exchange their shares for
more liquid ordinary shares with voting rights.

In future, only these shares will be taken into account when
weighting the DAX 30 share index. Increasing the proportion of
share capital represented by ordinary shares will improve both
share liquidity and market capitalization, which is relevant for
the index weighting, and enhance the attractiveness of MAN shares
for all investors.


MOBILCOM AG: Records EUR 205.57MM in Consolidated Loss
------------------------------------------------------

German diversified telecom service provider Mobilcom AG records a
consolidated 2001 loss of -EUR205.57 million in contrast to -
EUR89.25 in the year 2000.

The group realized a turnover of EUR2.59  billion an increase of
about 10% in comparison with EUR2.36 billion in 2000. As
expected, expenses for UMTS and the development of MobilCom from
service provider to UMTS network operator dampened the result.
The EBITDA for the group came to -EUR65.54 million in comparison
with -EUR11.36 million in the year 2000.

The EBITDA in the core business of wireless services, fixed-line
services and Internet was positive at EUR27.4 million. The result
per share came to -EUR3.14 (2000: -EUR1.74).

As of December 31, 2001, MobilCom had a total customer base of
9.0 million in comparison with 6.5 million customers the previous
year, 5.01 million of them cellular customers. This showed an
increase of 25% in comparison with 4 million customers in 2000.
The company grew faster than the overall market at a rate of 17%
in this segment.

The company has a contract customer share for cellular customers
of 67% higher than the market average of 44%. The market share
for the contract customers rose from 12.3% to 13.7%, the share
for the total market in cellular, including prepaid business,
rose from 8.3% to 8.9%.

In terms of contract customers, MobilCom is the number 3 of the
UMTS licence holders in Germany. MobilCom invested EUR368 million
in customer growth 19% less than the EUR455 million in the year
2000.

According to the March 5 issue of the Troubled Company Reporter
Europe, Mobilcom AG's home state of Schleswig-Holstein may rescue
the struggling telecommunications service provider if major
shareholder France Telecom decides to unload its 28.5% stake.

The news of the negotiations between the company --
www.mobilcom.de -- and its home state came after reports in a
French newspaper said that the French government wants the
company to end its involvement in Mobilcom to prevent further
debt.


MOBILCOM AG: Risk of Bankruptcy Looms Over Tussle on "Put Option"
-----------------------------------------------------------------

MobilCom AG faces bankruptcy as Chairman Gerhard Schmid exercised
his put option last week, a move resented by France Telecom, the
company's main financial backer.

According to Les Echos/FT Information, France Telecom had earlier
warned that such move will trigger a legal dispute that may well
end in bankruptcy as its financial backing would be suspended.

The French group rejected the move last week, claiming that the
conditions of the put options have not been met.  Mr. Schmid
exercised Friday his option against Orange, the mobile phone unit
of France Telecom.

The move will now force France Telecom to acquire the stake from
Mr. Schmid and launch a bid for the rest of MobilCom's capital as
it already owns a stake.  That would mean consolidating its debt
that stands at over EUR5 billion.

There are reports that a consortium of banks with exposure to
MobilCom's debt (Societe Generale, ABN Amro and Deutsche Bank) is
in talks with Mr. Schmid over the acquisition of his interest.

Allegedly, the deal under discussion would involve a put option
for France Telecom to eventually acquire the stake from the banks
once it has resolved the issue of its colossal debts, the report
said.


PHILIPP HOLZMANN: Will Seek Bankruptcy Protection
-------------------------------------------------

Philipp Holzmann will file for insolvency after attempts to
hammer out a rescue package with its creditor banks failed.

The cash-strapped construction group said on March 21 it would
"file a motion for initiating insolvency proceedings because of
inability to pay."

Commerzbank and Dresdner Bank said they could not back the plan
drawn up by Deutsche Bank because it offered "no viable concept"
for the long-term future of Philipp Holzmann. HVB Group is also
understood to have shunned the rescue effort.

Deutsche Bank, Holzmann's biggest shareholder with around 20% of
the company, said it would still find a solution for the
construction group.

Holzmann needs cash from banks after its debt stood at EUR1.6
billion (US$1.4 billion). It booked losses of EUR237 million in
2001, triple the previous year's losses. Equity capital totaled
just 126 million euros at the end of 2000.

A seven-year recession in the country's building industry
hampered Holzmann's efforts to return to profit after its first
two billion dollar bailout.


KIRCHGRUPPE: Records Losses Twice Larger Than 2001 Revenues
-----------------------------------------------------------

Hemorrhaging German pay-TV Premiere bared late last week that it
had absorbed a EUR1 billion loss before interest and taxes last
year, with costs twice the sum of its turnovers.

The company said sales revenue for 2001 only reached EUR813
million, not enough to cover the operational costs that totaled
more than EUR1 billion.

The disclosure follows the admission of CEO Georg Kofler last
week that it has yet to scour "several hundred millions of euros"
to finance operations this year.

So far, Mr. Kofler's strategy involves a cutback of its 2,400
staff, which will be carried out in the next few weeks,
Handelsblatt reported last week.

In addition, Mr. Kofler says he is confident he can reach an
agreement with Hollywood studios in negotiations to bring down
the prices it pays for film and sports rights.

He also unveiled last week new subscription packages. With a more
transparent price structure, Premiere plans to attract new
subscribers, increasing its client base from the current 2.4
million to 3.2 million by the end of 2003.

But some sectors are not impressed.  Many believe there are no
investors in the horizon that will keep it afloat for long. They
expect the firm to be sold or shut down within the year, the
Handelsblatt says.


TELESENSKSCL: Lowers Projected Revenue Target for 2002
------------------------------------------------------

In the light of the continued difficult economic situation in the
telecommunications industry, the TelesensKSCL management board
has lowered the projected revenue target for 2002 from EUR85
million to EUR75 million.

In agreement with the company's supervisory board, the management
board is seeking to mitigate the impact of the anticipated
reduced revenue levels on its earnings and liquidity position by
continued strict cost control.

In addition, the management board is reviewing strategic options
to position the company for the future. As has already been
stated publicly, the options under discussion include a stake in
or take-over of TelesensKSCL by a strategic partner. Talks in
this regard are ongoing.

Iain McCready, responsible for professional services within the
management board, will leave the board with immediate effect. His
tasks will be taken over by Frank Schiewer (CSO).

For further information, email Nina von Moltke of investor
relations or check the company Web site at
http://www.TelesensKSCL.comor write or call the TelesensKSCL AG,
Global Solutions office with address at Ferdinand-Porsche-Strasse
1, 51149 Cologne; Tel.: +49 2203 91 28 888, Fax.: +49 2203 91 28
150.


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


BLU SPA: E-Do Voices Interested in Mobile Operator
--------------------------------------------------

Italian consulting group E-Do had asked to look at the books of
Blu before it would place a bid for the struggling Rome-based
mobile phone company, E-Do chairman Alberto Fattori told Reuters.

"If all goes quickly the bid could be placed on April 8, when
Blu's shareholders meet," Mr Fattori said.

Blu's leading shareholders, motorway operator Autostrade and
British Telecom Plc, put the group up for sale more than a year
ago after it withdrew from an auction for third-generation mobile
licenses.

Telecoms group Wind, H3G and Omnitel have filed formal offers to
buy parts of Blu, but only Italy's top mobile phone group TIM has
asked to buy the whole company.


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


KVAERNER ASA: Subsidiary GBP 10MM From Shell
--------------------------------------------

Aker Kvaerner, part of the international oil services,
engineering and construction, and shipbuilding Group, Kvaerner,
announced Thursday its subsidiary, Aker Verdal AS, has secured a
contract from Shell U.K. Exploration and Production - worth in
excess of GBP10 million - for the engineering, procurement and
construction of a jacket and piles for the Goldeneye Platform.
The platform will be located on the UK Continental Shelf.

The work will be undertaken by Aker Kvaerner's Verdal yard in
Norway.

Speaking about the award from Shell, Sverre Skogen, CEO of Aker
Kvaerner said: "This award demonstrates that our long experience
and specialisation in jacket construction has paid off - and
suggests that our yards can be competitive in the international
market."

Aker Kvaerner Technology will start work on the design
engineering immediately, while fabrication at the Verdal yard
will commence in October 2002. At its base, the jacket measures
35 meters square, with a height of 140 meters, and a total weight
of 3,000 tons.

At its peak, the contract is expected to engage about 150 people.
Once delivered in June 2003, the Goldeneye Jacket will be the
28th such structure that Aker Verdal has undertaken in a row.

Aker Verdal is one of the few yards in Europe specialising in
jacket construction for the upstream oil and gas industry - with
three jackets currently under construction - Kvitebjorn for
Statoil, Valhall for BPAmoco, and Grane for Norsk Hydro.

Kvaerner ASA's activities are organized in four core business
areas: Oil & Gas, E&C (Engineering & Construction), Pulp & Paper,
and Shipbuilding. 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, contact Arnstein Ansnes, President of
Aker Verdal Holding: +47 74 07 47 42 or  +47 90 03 41 66 Torbjorn
S Andersen, Vice President, Corporate Communications, Aker
Kvaerner: +47 22 94 53 90 or +47 928 85 542; or Paul Emberley,
Vice President, Group Communications, Kvaerner ASA: +44 (0)20
7339 1035 or +44 (0)7768 813090 or paul.emberley@kvaerner.com.


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


ELEKTRIM SA: Megadex Unit Signs EUR4MM Contract With ELWO
---------------------------------------------------------

The Management Board of Warszawa-based telecommunications and
power conglomerate Elektrim S.A. announces that on March 19, its
Megadex S.A. subsidiary signed a EURO4.35 million contract with
ELWO S.A., an associate company, for the delivery of a dust
extraction equipment to remove flue gas from a pulverized-fuel
boiler in Elektrownia Patn'w II power plant.

The delivery time is from March 2002 to October 2004.

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.

In January, as reported in the Troubled Company Reporter Europe,
a group of bondholders filed a petition in a Warsaw court calling
for Elektrim's bankruptcy after a December 17 payment default on
the EUR480 million in bonds.

The court dismissed the petition and ordered Elektrim to begin
composition, or debt restructuring proceedings to repay its
bondholders. Elektrim filed its own petition with the Court,
proposing a 40% reduction of its debt and a three-year grace
period for repaying the remainder.

In the composition proceeding, 124 creditors assert claims
totaling PLN2.33 billion (US$560 million).


ELEKTRIM SA: Court Admits Case to Secure Claim
----------------------------------------------

The Management Board of Elektrim S.A. said that on March 19, a
hearing was held in the Regional Court of Warsaw, XX Economic
Division, during which the court examined the request submitted
by The Law Debenture Trust Corporation p.l.c (Trustee of the
exchangeable bonds) to secure the claim served in Great Britain
against Elektrim S.A. for payment due on the guarantee to redeem
the exchangeable bonds.

The court admitted the request to secure the claim by blocking
the shares of Mostostal Warszawa held by Elektrim S.A. on its
account (the value of the seized bonds amounts to ca PLN 25
million) and dismissed the request to secure the claim in the
remaining part.


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


ABB LTD: Decides to Draw on US$3 Billion Bank Credit Line
---------------------------------------------------------

After being continuously shut out of the commercial paper market
in recent days, industrial engineering firm ABB Ltd. has now
decided to use its standby US$3 billion credit line.

But the company told the Financial Times that it intends to plead
bankers to "enhance the flexibility" of the credit facility,
which some unconfirmed reports say is pegged to its credit
ratings.

With the recent downgrade by Moody's on its short-term debt
rating, some have speculated that the company could end up paying
US$100 million more in interest this year.

The credit line was established in December by Credit Suisse
First Boston and Citigroup. ABB CFO Peter Voser said the company
will use the cash to pay back commercial papers as they fall due
and add US$1 billion to its cash reserves.

The decision to start drawing the credit facility comes only a
week after the company admitted it was facing funding
"bottlenecks" in the commercial paper market.

The Troubled Company Reporter-Europe said last week that
investors are ditching the company's papers due to the negative
publicity generated by its increased provision for Asbestos
claims in the United States.

The company borrows money through five separate commercial paper
programs with a theoretical upper limit of US$6.6 billion, the
Financial Times says.

Nearly half of ABB's US$9.8 billion of debt will fall due this
year. Until now ABB has relied heavily on the commercial paper
market to cover any funding shortfalls, the report says.


ZURICH FINANCIAL: Junks Plan as '01 Results Fall Short by US$1BB
-----------------------------------------------------------------

Embattled Zurich Financial Services made only US$1 billion last
year, a billion less than the previous year, forcing the group to
scrap its long-term earnings target.

Rolf Huppi, the group's chairman and chief executive, had earlier
promised to increase earnings between 10% and 15% a year and
triple the group's customer base to 100 million within the next
three to five years.

But last week Mr. Huppi made an unusually cautious outlook as he
presented the group's 2001 results.  He refused to comment on
whether the company could still earn as much this year, the
Financial Times said.

Zurich grew rapidly through acquisitions in the early 1990s.  In
recent months, however, the company was forced to reverse large
parts of its long-term strategies, selling off poorly performing
businesses.

It has spun off Converium, its loss-making reinsurance business,
and agreed the sale of a large part of its asset management
businesses to Deutsche Bank, the report said.

It recently warned that it would report a US$387 million net loss
for 2001 and cut its dividend.

"Its full 2001 results paint a picture of a group with
respectable double-digit growth in top-line premiums but
increasingly weak financial ratios," the paper said.


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


ARTHUR ANDERSEN: Russian Unit Announces Merger With E&Y
-------------------------------------------------------

Arthur Andersen ZAO and Ernst & Young (CIS) Ltd, the Russian
practices of the major accounting firms, announced Thursday their
intention to combine their practices.

The statement came as Andersen Worldwide said it was negotiating
a merger of its non-US member firms with KPMG, and regrets the
announcement by member firms in China, Hong Kong and Russia that
they intend to pursue a combination with another firm.

Arthur Andersen ZAO and Ernst & Young noted their expectation
that the combination would be accomplished on an expedited time
track.

"The synergies between Ernst & Young's practice in Russia and our
own are outstanding. Ernst & Young has a high quality practice in
Russia with a prestigious international clientele. Ernst &
Young's firm culture is much like our own, and its international
support network offers our clients the essential support they
need. On the strength of this combination, we will be able to
continue to offer professional services of the highest caliber to
our clients," Arthur Andersen ZAO general director Hans Jochum
Horn said.

The firms stated that they anticipated conducting business under
the Ernst & Young name.


BIOCOMPATIBLES INTERNATIONAL: Sweetens Abbott Deal With Dividend
----------------------------------------------------------------

To secure the nod of shareholders on a deal that will transfer
much of the bulk of its business to Abbott Laboratories,
Biocompatibles International Plc will give a special dividend.

"They are going to offer 90p a share within a week or so. They
will have to act fast if they are going to have any hope of
securing EGM approval," a person close to the company told the
Financial Times.

The paper says CEO Crispin Simon is understood to be working
closely with Merrill Lynch, its financial adviser, and lawyers to
establish working capital requirements for future operations
before committing to the value of the dividend.

Accordingly, the move is an offshoot of incessant pressure from
investors and shareholders who had been hoping for a US$300
million-plus acquisition by Abbott.

But as it is, the deal is only worth GBP164.7 million.  Mr. Simon
says additional money will come in the form of "royalties" to be
paid by Abbott for several years.

Still, many shareholders and investors want cash.  The 90p
dividend would absorb GBP127 million of cash, equivalent to 90%
of the net gains from the Abbott deal after the write-off of
GBP25.8 million of debt, the report said.


BRITISH TELECOMS: Notification of Major Interest in Shares
----------------------------------------------------------

On Thursday, BT Group plc, London-based telecommunications
carrier and fixed line operator, announced that Legal & General
Investment Management Limited stands as major shareholder of the
company.

The registered holder, with corresponding number of shares held,
ere announced as enumerated below: (Class of Security: ordinary
shares 25p)

HSBC Global Custody Nominee (UK) Ltd a/c 775229    793,000
HSBC Global Custody Nominee (UK) Ltd a/c 886603    18,304,000
HSBC Global Custody Nominee (UK) Ltd a/c 775245    39,619,467
HSBC Global Custody Nominee (UK) Ltd a/c 361602    114,000
HSBC Global Custody Nominee (UK) Ltd a/c 754612    1,332,500
HSBC Global Custody Nominee (UK) Ltd a/c 766793    7,500
HSBC Global Custody Nominee (UK) Ltd a/c 252605    6,355,778
HSBC Global Custody Nominee (UK) Ltd a/c 360509    6,108,236
HSBC Global Custody Nominee (UK) Ltd a/c 770286    1,087,978
HSBC Global Custody Nominee (UK) Ltd a/c 357206    179,141,822
HSBC Global Custody Nominee (UK) Ltd a/c 130007    1,373,588
HSBC Global Custody Nominee (UK) Ltd a/c 904332    736,355
HSBC Global Custody Nominee (UK) Ltd a/c 866203    6,480,450
HSBC Global Custody Nominee (UK) Ltd a/c 775210    65,000
------------------------------------------------  -------------
Total holding on this notification:                261,519,674

The company further announced that the number of shares/amount of
stock acquired is 1,437,710, with total percentage holding of
issued class of 3.01%.

For inquiries regarding this notification, please contact Graeme
Wheatley at telephone number 020 7356 6372.


EQUITABLE LIFE: Willing to Pay But Only If Probe Shows Liability
----------------------------------------------------------------

Restructuring Equitable Life took steps last week to please
increasingly edgy policyholders, some of whom have threatened to
sue the mutual insurer for fraud.

According to The Times, the troubled firm appointed B&W Deloitte
to review claims that policyholders lost cash as a result of
being "mis-sold" policies by the insurer. The company said it
will make payments if the results back the claims.

The review is co-sponsored by the Financial Services Authority
and the Financial Ombudsman Service, the paper says.

Equitable CEO Charles Thomson says the review would provide a
cost-effective alternative to a court battle.  He, however,
expects any liability to be minimal.

"While there may be former policyholders with justifiable mis-
selling claims that warrant compensation, we believe that the
number and scale of successful claims should not be extensive. A
large number of criteria have to be met before any claim is
valid," he said.

While the restructuring deal inked early this year bars
policyholders from pursuing any suit against the firm, those who
were able to withdraw their funds from the society can pursue
legal claims.

Meanwhile, the report says the public inquiry into events
surrounding the society's closure to new business with
liabilities of more than GBP1.5 billion is unlikely to report
until next year.

Ministers had previously indicated that they hoped the report
would be published later this year. The inquiry is likely to
consider whether regulators at the Department of Trade and
Industry (DTI), the Treasury and the FSA mishandled the Equitable
situation.


IMPERIAL CHEMICAL: Announces Success of Rights Issue
----------------------------------------------------
Imperial Chemical Industries PLC, London-based diversified
chemicals group, announced Thursday that when the rights issue
offer closed on March 20, the company took up valid acceptances
representing 420,823,979 new ICI Shares or approximately 90.85%
at 180 pence per share.

On the same day, ICI updates that the company has found
subscribers for the remaining 42,367,823 shares, or about 9.15%,
of its rights issue at a price of 316 pence per share. Interest
in these shares was 3.1 times subscribed.

According to Lord Trotman, Chairman of ICI, "The proceeds from
the Rights Issue have strengthened ICI's balance sheet and the
credit rating agencies confirmed the stable BBB/Baa2 ratings in
February. ICI now has a stronger platform to achieve future
growth from its portfolio of high quality businesses."

For further information, contact James Renwick of UBS Warburg
Tel. +44 (0)20 7567 8000; Phil Raper of Goldman Sachs
International Tel. +44 (0)20 7774 1000; or Stephen Robinson of
Merrill Lynch International Tel. +44 (0)20 7996 1000.


INVENSYS PLC: Sells Flow Control Unit to Flowserve US$ 535MM
------------------------------------------------------------

Invensys plc, the international production technology and energy
management group, said Friday it has agreed to sell its Invensys
Flow Control business to Flowserve Corporation, a leading
provider of industrial flow management services, for cash
consideration of US$535 million.

The sale proceeds will be used by London-based Invensys to reduce
its EUR5.2 billion (US$4.5 billion) of debt and focus on core
businesses after suffering three profit warnings in 2001.

The transaction is subject to customary regulatory approvals, the
consent of Flowserve's lenders, completion of transaction
financing and consultative procedures. The transaction is
expected to complete by the end of May 2002.

"We identified Flow Control as a non-core business before the
current strategy review. The combination of Flow Control with the
Flowserve businesses should provide considerable opportunities to
enhance the growth prospects of both businesses. The sale is good
value for the company and reinforces our commitment to reducing
debt and strengthening the balance sheet," Invensys CEO Rick
Haythornthwaite said.

Invensys Flow Control is a manufacturer of valves, actuators and
associated flow control products mainly to the oil and gas,
chemical and petrochemical, power generation and process
industries. For the twelve months ending March 31, 2002, the
business is expected to generate revenues and PBIT of around
US$520 million and US$65 million respectively.

Net assets, which are the subject of the transaction, are
approximately US$330 million. Goodwill written off to reserves
relating to acquisitions made over the last 25 years for the Flow
Control business amounts to approximately US$130 million.

Contact Invensys plc's Victoria Scarth at telephone +44(0) 20
7821 3539 for more information.


INVENSYS PLC: Notification of Major Interest in Shares
------------------------------------------------------

Franklin Resources, Inc., majority shareholder of Invensys plc
announced Friday, together with its affiliates, (which includes
Franklin Mutual Advisers, LLC and Templeton Worldwide, Inc. and
its affiliates) that the registered holders with corresponding
number of shares held are reported to be as follows: (Class of
Security: ordinary shares of 25p each)

Chase Nominees Ltd               56,733,499
Royal Trust Corp of Canada       13,890,588
Bank of New York (BONY)          1,645,350
Bank of New York Europe Ltd      85,279
HSBC Bank                        888,309
Merrill Lynch                    5,563,396
Northern Trust Co.               3,140,075
Bankers Trust Company            1,362,780
Clydesdale Bank plc              11,883,798
Citibank                         565,820
State Street Bank & Trust Co.    6,338,301
Deutsche Bank                    412,176
Cede & Company (ADR's)           176,088
-----------------------------   -------------
Total holding                    102,685,459

Based on this notification, the total percentage holding now
stands at 2.9341%.

Contact Victoria Scarth, the senior vice president of corporate
marketing and communications at telephone number 020 7821 3712
for inquiries.


JOHN LAING: Notification of Major Interest in Shares
-----------------------------------------------------

On March 21, London-based construction and engineering group,
John Laing plc announced that Schroders PLC has major
shareholdings in the company.

Further, the registered holders with corresponding number of
shares held are listed below: (Class of Security: Ordinary 25p)

Schroder Nominees Limited                 696,843
Chase Nominees Limited                    14,215,950
British Coal Superannuation Fund A/C P    1,800,000
Imperial Pensions Nominees Limited        1,050,000
Mineworkers' Pension Scheme A/C R         864,461
BT Globenet Nominees Limited A/C 6B       388,461
Network (Six) Nominees Limited            400,000
Nutraco Nominees Limited                  223,384
Rbstb Nominees Limited                    37,400
--------------------------------------   ------------
Total Holding                             19,676,499

The total percentage holding of issued class following this
notification is 11.234%.

The above holding includes interests held by Schroder Investment
Management Limited which has an interest in 18,192,346 ordinary
shares in the company and an affiliated company Sim North America
Inc. which has an interest in 1,484,153 ordinary shares in the
company.

Please address inquiries to Roger Miller Tel. 020 8906 5707 for
inquiries.


MARCONI PLC: Trading Update, Status of Negotiations With Banks
--------------------------------------------------------------

Marconi plc on Friday announced a trading update and status of
negotiations with its lending banks on the arrangement of a new
bank facility.

While current trading continues to reflect the difficult market
conditions reported for the previous  quarters of the year,
Marconi expects that the outcome for the fourth quarter will be
in line with the guidance given in January.

*  Marconi expects a seasonal uplift in sales between the  third
   and fourth quarters, albeit considerably less pronounced than
   in the previous year.
*  The Group is on track to meet its target to reduce  the  Core
   operating cost base to an annualised run-rate of GBP1
   billion by the end of the fourth quarter. However, gross
   margins and the operating  loss  before exceptional  items
   and goodwill amortisation for the fourth quarter as a whole
   are expected to be at similar levels as in the third quarter.
*  The exit from  non-core businesses has  continued  with  the
   completion of the disposal of Commerce Systems, Data  Systems
   and GDA and the announcement that the Group is in discussions
   with a number of interested parties with regard to the future
   of its Strategic Communications business.
*  Marconi  expects net debt at March 31, 2002 to be within the
   previously stated target range of GBP2.7  billion  to
   GBP3.2 billion.
*  The Group also confirms that it remains on track to achieve
   the further cost reduction actions announced on 15 January
   2002 to reduce the Core annual operating cost base to GBP870
   million by the end of March 2003.

Market conditions in the current quarter have, however, continued
to deteriorate and the Board believes that these uncertain
conditions are likely to persist beyond the financial year to
March 2003, longer than previously anticipated.

Marconi has been in discussions with its lending banks to
negotiate  the terms of a new facility and considerable progress
had been made towards concluding those discussions.

In the light of the Group's revised view of the extended market
downturn, it no longer believes that the refinancing proposal
provides the  Group with an appropriate capital structure.

Accordingly, Marconi has decided that it is unable to enter into
the proposed new bank facility. The bank coordinators have
indicated that the banks reserve all their rights under the
existing bank facilities.

Marconi will develop a revised business plan in the next few
weeks while continuing discussions with its banks and assessing
further refinancing options to secure an appropriate capital
structure.

Marconi will provide a full trading update for the fourth quarter
ending March 31, 2002 on April 25, 2002.

Marconi plc is a global telecommunications equipment and
solutions company headquartered in London. The company's core
business is the provision of innovative and reliable optical
networks, broadband routing and switching and broadband access
technologies and services.

The company is listed on both the London Stock Exchange and
NASDAQ  under the symbol MONI. Additional information about
Marconi can be found at www.marconi.com.

Contacts:
David Beck / Joe Kelly
Public Relations, Marconi plc
+ 44 (0) 20 7306 1771
joe.kelly@marconi.com

Heather Green
Investor Relations, Marconi plc
+ 44 (0) 20 7306 1735
investor.relations@marconi.com


MG ROVER: Combines Forces With Chinese Automaker Brilliance
-----------------------------------------------------------

The long-sought partner has arrived for MG Rover. Chinese
carmaker Brilliance and the former BMW unit announced Thursday
that they have combined forces to conquer the global car market.

According to The Times, the deal will see both companies jointly
develop new models, share research and purchasing, and together
exploit the fast-growing Chinese market, among others.

The report says the alliance strengthens MG Rover's position and
enables it go ahead with its plan to develop new models.  Both
sides are reportedly committing GBP300 million each for a new
small car model to replace the Rover 25 in three years.

Also under the deal, MG Rover will help equip a new car factory
that Brilliance is building in northeastern China. The report
says components will be bought together to up the two companies'
purchasing power.

As for brands and marketing, the two carmakers are splitting the
world roughly in two so that they are not competing with each
other.

Brilliance will produce Rover models but will badge them as
Brilliance cars for China and most of Asia. It will also market
its own brand in most of Africa, the report said.

MG Rover, on the other hand, has exclusive rights over Japan,
South Africa, Europe and the rest of the world save for the US,
where both companies may combine operations.

The two carmakers have also agreed that for each car that is sold
MG Rover and Brilliance will pay a "royalty" into a joint holding
company so both businesses will be able to benefit from increased
sales in each other's markets.

Since its split from BMW two years ago, the company has been
sounding off its need for a partner for future development and
long-term survival.

The report says the tie-up with Brilliance could see the
Longbridge site stretched to its full capacity of 250,000 cars a
year and the creation of hundreds of jobs. Last year the site
only produced 171,000 vehicles.

In addition, the deal also affords the independent UK car company
a foothold in the fast-growing car markets of China and Asia.  It
is predicted that China will be the next profitable market now
that it has gained entry into the World Trade Organization.

Already, the Chinese government has reduced import tariffs on
cars by a third since January, opening wide the market to
foreign-made cars.


RAILTRACK GROUP: "Data Room" Delay to Extend Administration
-----------------------------------------------------------

Insolvent track and stations operator Railtrack Plc could remain
under administration for six more weeks as Ernst & Young LLP
missed its deadline to provide a "data room" for bidders.

According to Bloomberg, the September deadline appears heading
for extension as the "data room," originally scheduled to be set
up by end of March, has been delayed by four to six weeks.

The report says the delay of the completion of the 5-year
business plan for Railtrack has prevented the establishment of
the "data room," which will provide information to bidders.

Ernst & Young spokesman Alan Bloom, however, assures that most of
the work on the documentation has already been substantially
completed.

"They want to make sure the business plan is robust and of the
caliber they need," he told Bloomberg.


SSL INTERNATIONAL: Appoints Non-Executive Directors
---------------------------------------------------

SSL International Plc, the global healthcare product supplier,
announces the appointment of Eric E Anstee and Peter R Read as
non-executive directors with immediate effect.

Eric Anstee, aged 51, became a Fellowship Member of the Institute
of Chartered Accountants of England and Wales in 1979, and has
spent his career working as a Partner within Ernst & Young,
during the 1990's as an advisor to Lord Hanson on the de-merger
of Hanson Plc, and more recently as Group Finance Director and
then Chief Executive - Financial Services, for Old Mutual Plc. He
is currently a member of the Urgent Issues Task Force Committee
of the Accounting Standards Board, non-executive director of
Severn Trent plc, and was recently appointed
Chairman-elect of Mansell plc.

Mr. Anstee will also take the Chair of the audit committee
following Mr Rod Sellers' retirement from the Board immediately
following the Annual General Meeting in July 2002.

Peter Read, CBE, aged 63, is a qualified doctor, and has spent
most of his professional and business life working with the
Hoechst Group of Companies. He was initially in Hoechst's Pharma
division, and was responsible for both the UK and German
divisions. After ten years working with the Hoechst UK Board, he
became Chairman in 1995 until he retired in 1999. He is non-
executive director of a number of other companies, including
Celltech Group Plc, Vernalis Group plc, and Innogenetics SA. He
is also a member of the board of the South East England
Development Agency and a past President of the Association of the
British Pharmaceutical Industry.

Ian Martin, heads SSL as chairman, while Brian Buchan as chief
executive.

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

       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,
Larri-Nil Veloso and Maria Lourdes Reyes, Editors.

Copyright 2001.  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
written permission of the publishers.

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

The TCR Europe subscription rate is US$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 US$25 each.  For subscription information,
contact Christopher Beard at 240/629-3300.


                  * * * End of Transmission * * *