/raid1/www/Hosts/bankrupt/TCREUR_Public/020418.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

             Thursday, April 18, 2002, Vol. 3, No. 76


                            Headlines

* G E R M A N Y *

BAYERISCHE LANDESBANK: Chief Says KirchMedia Exposure Not Fatal
KIRCHGRUPPE: Other Units to Declare Insolvency, Say Insiders
SCHNEIDER TECHNOLOGIES: Row Over Bringing Loan Endangers Rescue

* I R E L A N D *

EIRCOM PLC: New Outsourcing Strategy to Require 1,500 Job Cuts

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

KPNQWEST NV: Will Be Forced to Restructure Debts, Say Banks
LAURUS NV: Due Diligence Exercise Moved Until April 25
UNITED PAN-EUROPE: Auditor Sees Bankruptcy Over Horizon

* S P A I N *

JAZZTEL PLC: To Renegotiate EUR 676MM High-yield Debts

* S W E D E N *

LM ERICSSON: Telfort to Outsource Network Operations to Ericsson

* U N I T E D   K I N G D O M *

ARTHUR ANDERSEN: Ernst & Young Beats KPMG to Andersen France
BRITISH TELECOM: In GBP 170MM Contract to Run Redstone's Network
BRITISH TELECOMS: Notification of Directors' Interests
CONSIGNIA: Sends Health Services Unit to U.S. Firm for GBP 70MM
ENODIS PLC: Notification of Shareholders' Interest
MARCONI PLC: Bondholders Want Not Only Equity, But Cash as Well
MARCONI PLC: Workers Demonstrate, Send Plea to Parliament
NTL INCORPORATED: Makes Official US$10.6 BB Debt-for-equity Swap
NTL INCORPORATED: Bondholders to Snatch U.K., Irish Operations
NTL INCORPORATED: Cablecom Creditors Could Stall Approval of Plan
NTL INCORPORATED: CEO Knapp, CFO Gregg Hold on to Posts
NTL INCORPORATED: Company Profile
PACE MICRO: Set-top Box Maker Relieved Over Restructuring Plan
SSL INTERNATIONAL: Trading Update Reveals Job Cuts, HO Closure
SSL INTERNATIONAL: Latest Warning Cuts Market Value by GBP 300MM


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


BAYERISCHE LANDESBANK: Chief Says KirchMedia Exposure Not Fatal
---------------------------------------------------------------

Bayerische Landesbank, one of the four major banks owed by
KirchMedia, says its finances is not threatened by the firm's
insolvency filing.

In a report by AFX News, the bank said there is no need to
provide additional risk provisions on its 2001 books as it has
more than enough cover to ensure the bank is not affected.

"All talk about a crisis scenario (at the bank) is made up and is
damaging (the bank's) reputation," bank head Werner Schmidt told
the news agency.

"Our involvement with Kirch cannot put our stability in danger in
the slightest," he added.

Mr. Schmidt pointed out that KirchGruppe's "substantial real
estate holdings" could cover the credit extended by the banks to
the group, which total EUR7 billion.

But Mr. Schmidt admitted that it is doubtful KirchGruppe
investors will see their money again.  The bank has EUR1.9
billion exposure in the troubled media group.


KIRCHGRUPPE: Other Units to Declare Insolvency, Say Insiders
------------------------------------------------------------

Kirch insiders say various units of the troubled media empire
will file for insolvency soon, as KirchMedia's insolvency
application has failed to improve their condition.

German daily Handelsblatt says likely to follow KirchMedia are
KirchBeteiligungs GmbH & Co. and majority shareholder Taurus GmbH
& Co. KG, and KirchPayTV.

KirchBeteiligung holds a 40% stake in publishing house Axel
Springer and a majority stake in the rights holder for Formula
One motor racing. It also holds a stake in Constantin Film AG,
the paper says.

KirchPayTV, on the other hand, controls Premiere, the lost-making
pay-TV venture in which Rupert Murdoch holds an interest and
against which he plans to exercise a multi-billion-dollar put
option in October.

According to the paper, KirchMedia subsidizes the operations of
these units.  With its application for insolvency, the funds have
necessarily stopped flowing.

Initially, though, the filing was thought as a quick fix to
KirchMedia's woes, as banks had planned to form a new company
free of some debts and infused with fresh capital.  This plan is
now headed nowhere due to the discovery of undisclosed
liabilities that have dampened investors' confidence.

Now, insiders say it won't be long that the three units will
follow KirchMedia to the courts.

But the report says there are still some who are entertaining
hopes that Rupert Murdoch will eventually come to the group's
rescue.

They point out that Mr. Murdoch has an option to sell his 22%
stake in Premiere back to Taurus and he has said he intends to
exercise this option.  If Taurus were to file for insolvency,
this option would become worthless.


SCHNEIDER TECHNOLOGIES: Row Over Bringing Loan Endangers Rescue
---------------------------------------------------------------

The rescue of German electronics maker Schneider Technologies AG
has been compromised by the stand off between LfA and the interim
administrator over a EUR175,000 bridging loan.

The Financial Times Deutschland says there is still no clear
indication who will pick up the tab, just days before the company
has to secure the amount to cover the costs of a capital
increase.

The money is due tomorrow.  LfA, the regional lending bank of the
Land of Bavaria, believes management should cough up the money
given that it's a relatively small amount.  Besides, the bank
said, its main reason for helping the company is to secure jobs
in Bavaria.

The bank also pointed out that the insolvency plan focuses on the
laser technology unit in Gera, situated in the Land of Thuringia.
This clearly shows that it's management's responsibility to
produce the amount.


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


EIRCOM PLC: New Outsourcing Strategy to Require 1,500 Job Cuts
--------------------------------------------------------------

Eircom Plc, the troubled Irish telecom company acquired by
Valentia last year, is considering cutting 1,500 jobs as part of
a plan to outsource some of its operations, The Times said.

In a report early this week, the paper said the company under the
direction of newly appointed CEO Philip Nolan has been holding
secret talks with Accenture and IBM Global Services over the
possibility of getting them to run the phone business.

Sources told the paper that the contract currently being
negotiated could be worth up to EUR1 billion over 10 years.

The report says outsourcing the company's operations is one of
the major strategies being considered by new management to turn
around the business.

Mr. Nolan is reportedly planning to farm out at least six core
sections.  These sections allegedly include billing, property,
data centers, information technology, transport and finance,
particularly the management accounts section.

Human resources is another candidate, but it may prove
problematic and may only be partly done by outsiders, the report
says.  A telecommunications source estimates that the plan could
easily affect 1,500 staff.

The other strategy also getting attention from management is
selling non-core units such Eircom PhoneWatch, the alarm company;
Accuris, the marketing software development company; and its 62%
stake in Golden Pages, the telephone-directory company.

Accordingly, such disposal could help the company improve its
balance sheet, which is now believed to have EUR75 million
printed in black.

Valentia sources, however, say there is no rush to sell
properties, as the consortium's first loan repayment is still
almost five years away.

Led by Tony O'Reilly, Valentia acquired the company for EUR3
billion.


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


KPNQWEST NV: Will Be Forced to Restructure Debts, Say Banks
-----------------------------------------------------------

Credit Suisse First Boston and Morgan Stanley doubt KPNQwest NV
could continue operations until 2009 without needing to
restructure its debts, Total Telecom said Tuesday.

The industry paper said Credit Suisse is in the opinion that the
company will run out of cash by the end of 2003, supporting the
likelihood of renegotiating debts.

Basing its analysis on the 2001 results of the company, the bank
expects the joint venture to have a funding gap of EUR600 million
to EUR750 million "before reaching positive free cash flow in
2009."  This calculation excludes bond refinancing
considerations, the report says.

The bank also estimates net debt to rise 18 times annual EBITDA
for the year 2002.

To dampen its outlook further, the bank says it appears parent
company KPN is no longer committed to the carrier as part of its
core business.  The unit could not also expect help from Qwest,
as it has its own "balance sheet and liquidity issue."

The bank's analysis affirms that of Morgan Stanley, which also
published last month an analysis tending on the same line.  Said
study conducted by Steve Franck expected the KPNQwest to have "a
funding gap of EUR50 million to EUR175 million in the 2003-2004
timeframe."

In Franck's view, restructuring at KPNQwest could begin mid-2003,
when it is thought the company will reach maximum capacity on its
EUR500 million revolver loan, the report says.


LAURUS NV: Due Diligence Exercise Moved Until April 25
------------------------------------------------------

Both Companies, Laurus NV and Casino SA, now expects that the due
diligence investigation by Casino and the banks has proved to be
more time consuming than initially envisaged. Thus, the exercise
of due diligence will be completed by April 25, 2002.

On March 7, 2002, Laurus NV announced it reached an agreement in
principle with Casino SA and ABN AMRO Bank, ING Bank and Rabobank
to raise EUR400 million of new equity and to reschedule existing
bank debt.

At that time, it was forseen that the due diligence by Casino and
the banks would be completed no later than April 15, 2002 and
that signing of the definitive agreement would take place no
later than May 15, 2002.

Both companies still expect that the definitive agreement will be
signed no later than May 15, 2002. Further announcements with
respect to the proposed transaction will be made around that
date.


UNITED PAN-EUROPE: Auditor Sees Bankruptcy Over Horizon
-------------------------------------------------------

Arthur Andersen, the auditor of Dutch cable operator United Pan-
Europe, says the stricken firm could be forced to seek bankruptcy
protection if it fails to cut a deal with bondholders.

"The company has suffered recurring losses from operations and
has a net capital deficiency that raises substantial doubt about
its ability to continue as a going concern," Andersen wrote in a
document filed recently with the Securities and Exchange
Commission.

According to the New York Times, the company has some convincing
to do with bondholders owed some EUR7.5 billion.  It's likely
strategy is to swap most of these securities for new stocks in
the company.

Liberty Media, owned by cable tycoon John Malone, is expected to
take control of the company after a debt-for-equity swap. He
bought most of the cable operator's bonds last year at pennies on
the dollar.

Last Friday, the company bared losses of EUR4.4 billion in 2001,
more than the EUR2 billion it lost the year before.  It also
recorded in its 2001 books a write-down of EUR1.5 billion on the
value of its fixed assets.


=========
S P A I N
=========


JAZZTEL PLC: To Renegotiate EUR 676MM High-yield Debts
------------------------------------------------------

Cash-strapped Spanish telecoms operator Jazztel Plc announced
Tuesday that it is restructuring a total of EUR676 million in
high-yield debt to reduce its interest bill.

In a statement quoted by Reuters, the company said it had already
secured a waiver from lenders under a EUR199.5 million senior
performance bond and credit facility.

The pact will allow the firm to restructure its high-yield debt
and borrow up to EUR50 million.  It also "could result in a
significant dilution of the current holders of ordinary shares,"
the statement read.

Reuters says Goldman Sachs International and J.P. Morgan had been
commissioned to formulate strategies in carrying out the debt
restructuring.

"The financial restructuring represents the first step for
Jazztel to be able to play a leading role in the consolidation of
the Spanish telecommunications market," CEO Antonio Carro told
Reuters in an interview.

The company also announced that it is reviewing its business plan
in order to cut costs and improve its margins. The company "will
provide revised guidance to the markets in the forthcoming
weeks," the statement said.

In other developments, France Telecom Finance Director Jean-Louis
Vinciguerra told Reuters that the planned merger between its Uni2
unit and the small Spanish carrier has been stalled.

"There have been discussions between Uni2 and Jazztel but these
have not made significant progress recently," he told the news
agency in a telephone interview. "We continue to talk, but no
commitment at this stage."

Mr. Vinciguerra did not state any reason for the suspension of
the merger talks or why no deal has been firmed up yet.


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

LM ERICSSON: Telfort to Outsource Network Operations to Ericsson
----------------------------------------------------------------

Mobile equipment maker Ericsson, with Telfort, have made an
agreement about outsourcing all of Telfort's mobile network
operations to Ericsson.

For Ericsson, this is a landmark in the strong trend towards
outsourcing of networks.

Telfort and Ericsson have signed a letter of intent for the
outsourcing of network operations. Parties expect to sign the
definitive contract in July 2002.

The network remains the property and under full control of
Telfort. Ericsson will take care of the daily network operations,
but will also take on other tasks such as planning, design and
implementation.

Ericsson supplied Telfort's current network for the greater part.
Furthermore, arrangements have been made with Ericsson for the
rollout of the future 3G network.

"The agreement is a new step in our O2 strategy," says Ton aan de
Stegge, CEO for Telfort, "in which we can focus more and more on
our business, in other words offering our customers the services
they want, and less on running an increasingly complex
technology. The network is not our core business, but core to our
business. As a result of this efficiency improvement we will
realise cost savings as well."

"This step confirms Ericsson's clear leadership not only in 2G
and 3G, but also in the market for network management services
and is the biggest management services agreement in the telecom
sector to date," says Bert Nordberg, head of Ericsson Global
Services of Ericsson. "Ericsson has over time signed well over 30
Managed Services contracts."

Ericsson, through its continuous technology leadership, provides
innovative solutions in over 140 countries.

Telfort has 1.3 million customers (dec. 2001) and is a wholly-
owned subsidiary of mmO2 plc. O2 is listed on the London and New
York stock exchanges. O2 is represented in the Netherlands by
Telfort, in the UK by BT Cellnet, in Germany by VIAG Interkom, in
Ireland by Digifone and on the Isle of Man by Manx Telecom. Genie
is the mobile Internet division of mmO2.

For further information, please contact:
Ase Lindskog, Director Media Relations
Corporate Communications, Ericsson
Phone: +46 730 244872
E-mail: ase.lindskog@lme.ericsson.se

Annika Molander, Press Manager Global Services
Corporate Communications, Ericsson
Phone: +46 703 151142, E-mail
E-mail: annika.molander@lme.ericsson.se


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


ARTHUR ANDERSEN: Ernst & Young Beats KPMG to Andersen France
------------------------------------------------------------

The French affiliate of weakened accounting giant Arthur Andersen
has defected to the camp of Ernst & Young, reports AFX News.

The report says the integration will be carried out slowly;
hence, Andersen France will operate separately from Ernst & Young
France for a while.  The combination is still subject to scrutiny
and approval by European competition authorities.

The move deprives once more KPMG of a prized affiliate in the
Andersen global practice.  The accounting firm was earlier
favored by the main office to snatch its practices outside the
United States.

With the acquisition, Ernst & Young is now the largest auditor in
France in terms of turnover.


BRITISH TELECOM: In GBP 170MM Contract to Run Redstone's Network
----------------------------------------------------------------

BT announced Tuesday that it has won a GBP170 million six-year
contract to run communications services provider Redstone's
national voice network.

This is the first time that BT has offered its complete
facilities management service to cover all aspects of another
operator's network infrastructure.

Under the terms of the deal, BT Wholesale will assume ownership
and responsibility for the day-to-day operations of Redstone's
infrastructure.

Redstone will continue to retain control over critical aspects of
its operation, but be able to focus on marketing, selling and
servicing its growing customer base with a range of voice based
services.

Paul Reynolds, chief executive of BT Wholesale, said: "We are
delighted to be signing this deal with Redstone. We believe that
it demonstrates how our expansion into network facilities
management enables us to help our clients meet the current and
future demands on their networks. Redstone is taking an
innovative and sensible approach to building its business in the
current market conditions and we believe this deal gives an
innovative new model for the wholesale outsourcing market."

BT Wholesale will be providing the full day-to-day operation and
management of Redstone's network, which is one of the largest
guaranteed bandwidth networks in the U.K.

The GBP170 million contract includes and protects existing
interconnect revenues.

Under the agreement, approximately twenty Redstone employees
associated with the Redstone network are expected to transfer to
BT Wholesale under TUPE regulations.

The deal will allow Redstone, whose customers range from small
and medium sized businesses to larger corporates to concentrate
its resources on developing its solutions portfolio, comprising
voice, data, internet and telecoms technologies for the highly
competitive business communications marketplace.

Ian Brown, Chief Executive Officer of Redstone, said: "Running a
profitable telecoms network today is a high volume, low margin
business. This agreement with BT Wholesale allows us to play to
our strengths of responding to our customers with integrated
communications solutions, confident in the knowledge that our
network is being professionally managed by the largest and most
experienced telecoms operator in the UK."

BT Wholesale provides comprehensive network services within the
UK to more than 500 communication companies, network operators
and service providers, including other BT businesses; BT Retail,
BT Ignite and BTopenworld. BT Wholesale seeks to build complete
communications packages working with its customers to help them
succeed in their businesses. The BT Wholesale portfolio provides
a comprehensive range of wholesale and service provider products
including asymmetric digital subscriber line (ADSL), internet
protocol (IP) access, the bulk delivery of private circuits,
frame relay and integrated services digital network (ISDN)
connections for service providers and operators.


BRITISH TELECOMS: Notification of Directors' Interests
------------------------------------------------------

Paul Reynolds, a company director at BT Group plc, with Halifax
Corporate Trustees Limited as Trustee of the BT Group Employee
Share
Investment Plan, declares that under terms of the plan, he
purchased on April 12, 2002 of 50 ordinary shares of 5p each at
254.5p per share.

After this announcement, the director's interests are summarized
as follows:

a. 34,051 ordinary shares - personal holding;
b. 191,668 ordinary shares under BT Incentive Share Plan -
   contingent award;
c. 39,445 shares under BT Deferred Bonus Plan;
d. 45,675 shares under BT Executive Share Plan;
e. Options over 4,555 shares over BT Group Employee Sharesave
   Scheme;
f. Options over 1,483 shares under BT Employee Sharesave Scheme;
g. 219 shares under the BT Employee Share Ownership Scheme;
h. 144 shares under BT Group Share Investment Plan.

The director's total number of shares or debentures over which
options held following this notification is equal to 6,732
shares.

The said director has technical interests, as at March 15, 2002
under Section 13 of the Companies Act based on the following:

   A technical interest, together with all employees of BT Group
plc in 45,274,661 Ordinary Shares held by the Trustee, The Royal
Bank of Scotland Trust Company (Jersey) Limited to satisfy the
exercise of options under the BT Employee Sharesave Scheme 1994;

   A technical interest, together with all employees of BT Group
plc in 24,571,130 Ordinary Shares held by Ilford Trustees
(Jersey) Limited in respect of contingent awards under executive
share plans;

   A technical interest, together with all employees of BT Group
plc in 73,069 Ordinary Shares held in the name of BT Employee
Shares Trustees Limited.

Contact Graeme Wheatley at telephone no. 020 7356 5152 for
further details regarding this announcement.


CONSIGNIA: Sends Health Services Unit to U.S. Firm for GBP 70MM
---------------------------------------------------------------

Consignia will reportedly sign a GBP70 million contract with
SchlumbergerSema within weeks to help cut cost in terms of health
services to employees, the Scotsman said Tuesday.

The paper said the contract is good for five years.  Some 240
medical and administrative staff of the company will transfer
from Consignia to SchlumbergerSema on existing terms and
conditions.

SchlumbergerSema is allied to a global services giant that has
its headquarters in New York, the paper said.

The outsourcing of health services follows recent announcement by
Consignia of its intention to farm out support services not core
to the postal network.  The company wants to save GBP60 million a
year.


ENODIS PLC: Notification of Shareholders' Interest
--------------------------------------------------

The London-based food service equipment manufacturer Enodis plc
declares that Putnam Investment Management LLC and The Putnam
Advisory Company LLC has a total holding of 27,576,200 50p
ordinary shares in the company. The interest is equivalent to
6.88% of the total shares issued by Enodis.

For further details regarding this notification, contact R. Syms
at telephone no. 020 7304 6000.


EQUITABLE LIFE: Blames E&Y for Missed Sale Opportunity in Suit
--------------------------------------------------------------

Equitable Life says it would have been spared the troubles of
striking a compromise deal with policyholders this year and could
have gotten a decent offer had Ernst & Young done its job
properly.

The company says had the former auditor suggested to sell the
business in 1998, it could have commanded a price tag of GBP2.9
billion.

These estimates are contained in the multi-billion-damage claim
recently filed by the company before the High Court in London,
the Financial Times says.

Equitable pointed out that had Ernst & Young advised the board
then that the mutual's statutory accounts should have had
provisions for guaranteed annuity liabilities, the directors
would have likely concluded that the best option would have been
to seek a buyer, at a time when the mutual still had substantial
value to third parties.

Meanwhile, the document also disclosed that the company faces
potential claims from the Inland Revenue concerning policies sold
from 1990 through the mutual's Guernsey branch to customers
residing outside the U.K.

The company did not put a value on said claims, but said the
auditor advised it on the status of the Guernsey branch and
should have advised the board if such tax liabilities ought to
have been provided for in its accounts.

Ernst & Young denies all the allegations in the GBP2.6 billion
suit.


MARCONI PLC: Bondholders Want Not Only Equity, But Cash as Well
---------------------------------------------------------------

Bondholders will not participate in a debt-for-equity swap unless
they are offered some money to recoup part of their investments,
Bloomberg says.

Citing a Credit Suisse First Boston analyst, the news outfit says
the cash payment could be as high as GBP500 million.

"Bondholders will want cash in order to partly compensate for the
loss they face in a restructuring," Bear Stearns analyst Louis
Landeman told Bloomberg in an interview.

The paper says bondholders are eyeing the GBP1.4 billion proceeds
from the asset disposals the company had implemented recently.

"The cash belongs to the debt providers," explained Stuart
Stanley, an analyst at AXA Investment Management.

As part of its rescue plan, Marconi is asking bondholders to swap
the US$2.6 billion they're owed for shares.  This, however, will
put them last in the queue in case the company files for
bankruptcy. Bondholders say they won't take that risk without any
cash payment.

At the moment, the two groups of creditors are on equal footing.
This, as the banks failed to attach conditions called covenants
to their loans in May last year.  These covenants would have
allowed Barclays, HSBC Holdings Plc and other lenders to get
their money ahead of bondholders.

The company's debts currently stand at GBP3 billion.  Banks are
owed GBP2.2 billion.


MARCONI PLC: Workers Demonstrate, Send Plea to Parliament
----------------------------------------------------- ---

Fifty section members of U.K. private sector union Amicus-MSF
from the Liverpool sites of Marconi, the struggling
telecommunications company, held a pre-budget Giant Mobile Phone
demonstration at College Green Westminster Tuesday

This have been followed by a lobby of Merseyside MPs where
Marconi workers brought placards demanding help from Gordon
Brown's budget.

Amicus demands that the Chancellor kick-starts the government
policy on achieving top 5 Internet broadband access status within
Europe. Such a policy would mean safeguarding and creating many
thousands of jobs within Britains Telecommunication's industry.

Broadband Britain currently lags far behind other European
countries, only 0.2% of the population have access and Britains
position of 21st in the league table is way behind the
Governments target. Countries such as the Czech Republic and
Poland are above the UK, with Germany signing up more people each
week for broadband access then the UK's total of 0.2%.

Roger Jeary, Amicus National Secretary said, "Gordon Brown has an
excellent opportunity of giving a massive boost to Britains
Telecommunications industry. What we want to see is him
announcing investment in IT for Schools, the NHS and the Public
sector in general.
This will in turn generate business opportunities for
Telecommunications companies such as Marconi and will start to
fulfil Government policy in this area. It's a win-win situation
for the Chancellor, Industry and Amicus members".


NTL INCORPORATED: Makes Official US$10.6 BB Debt-for-equity Swap
----------------------------------------------------------------

NTL Incorporated officially confirmed Tuesday what had been
rumored for weeks that it is handing control of the firm to its
bondholders in exchange for wiping out most of its debts.

According to the Financial Times, the debt restructuring will
involve bonds worth US$10.6 billion, which will be exchanged for
equity in the company.  Its immediate benefit will be the
slashing of the company's US$1.4 billion annual interest bill.

The restructuring, said to be the largest ever attempted, would
also put some of NTL's business into Chapter 11 bankruptcy in the
United States, the paper says.

The biggest loser of this equity overhaul is France Telecom,
which had already lost more than EUR6 billion on its investment
during the last three years, the paper says.

The deal still needs approval of the firm's banks.  Credit Suisse
First Boston, JP Morgan and Morgan Stanley advised NTL on the
deal with the bondholders.  UBS Warburg took up the bondholders'
side.  Rothschild and Salomon Smith Barney advised France
Telecom, the report says.

The company says operations will continue as normally as possible
even if the firm files for bankruptcy in the U.S., where its main
divisions are registered.

The Financial Times compiled these figures to show how NTL
compares to the largest corporate bond defaults of 2001:

Enron Corporation - US$9.9 billion
Finova Capital Corporation - US$6.3 billion
Pacific Gas & Electric - US$5 billion
XO Communications - US$4.9 billion
Southern California Edison - US$3.6 billion

NTL fact file:
Number of subscribers across all businesses: 2.84 million (at the
end of 2001)

Businesses:
NTL (UK)
Cablelink (Ireland)
Cablecom (Swiss)
Noos (France)
eKabel 2 (Germany)
B2 (Sweden)

Revenues: GBP2.57 billion
Ebitda: GBP492 million
Net loss: GBP15.9 billion


NTL INCORPORATED: Bondholders to Snatch U.K., Irish Operations
--------------------------------------------------------------

Bondholders will hold 100% control of the core NTL businesses in
the UK and Ireland after the company emerges from Chapter 11
bankruptcy, reports the Financial Times.

The paper says these two units were the main focus of
negotiations over the last few weeks between bondholders and NTL
management. The two key businesses will come out from bankruptcy
with a total debt of US$5.8 billion and about 3 million
customers.  It will also receive new short-term funding of up
US$500 million.

Some US$800 million worth of bonds will still be serviced after
the bankruptcy, says the paper.  These are the bonds issued by
NTL's Diamond and Triangle units.  Banks need not worry though,
as bondholders are setting aside money to pay interest on their
loans.

After emerging from bankruptcy, bondholders plan to offer the
current NTL preferred shareholders about 30% of the restructured
company.  The paper says this concession was the most heated area
of discussions.

Meanwhile, there is still no fixed plan for the rest of NTL's
European networks, the paper says.  This subject is still being
contested by bondholders and creditor banks.  So far, it appears
that NTL's cable assets in Switzerland, Germany and Sweden will
be merged into a separate company known as NTL Euroco.

Bondholders will own 86% of the new company, while common
stockholders, excluding France Telecom, will take 10%.  Preferred
shareholders including France Telecom will own the rest.  The
French firm, meanwhile, will back the stake it sold to NTL in
Noos, the French broadband company.


NTL INCORPORATED: Cablecom Creditors Could Stall Approval of Plan
-----------------------------------------------------------------

The restructuring plan of British cable operator NTL could still
be held up by banks, especially by the creditor banks of
Cablecom, the company's Swiss unit, reports the Financial Times.

The paper says JP Morgan Chase and Morgan Stanley Dean Witter
allegedly want bondholders to put more money into Cablecom or
redirect some of the US$300 million raised from the sale of NTL's
Australian mast network to the Swiss subsidiary.

A person privy to the negotiations told the Financial Times that
what's keeping bondholders from bothering with Cablecom is its
"questionable" future.

"Although the Cablecom debt is ring-fenced, banks which have lent
against both U.K. and Swiss assets could hold up an agreement on
the U.K. side," the paper says.

If no agreement were reached, Cablecom would likely be
liquidated, people close to the situation told the paper.  They,
however, say this is no-one's preferred solution.


NTL INCORPORATED: CEO Knapp, CFO Gregg Hold on to Posts
-------------------------------------------------------

Incumbent NTL CEO Barclay Knapp will retain his post even after
the restructuring of the company's debts is over, Ananova said
Tuesday.

Mr. Knapp, whose ambition reportedly led NTL to rack up at one
point close to US$20 billion in debts, is believed to have
secured his post as part of the deal with bondholders.

The beleaguered CEO, who also founded the company in 1993,
admits, however, that he is willing to step down at anytime the
bondholders would request it.

The Financial Times says John Gregg, NTL's chief finance officer,
will also remain in his post throughout the restructuring.

Mr. Knapp says operations will remain unaffected by the
restructuring deal, which will trigger a pre-arranged Chapter 11
bankruptcy filing in the US.


NTL INCORPORATED: Company Profile
---------------------------------

Name:    NTL UK
         NTL House
         Bartley Wood Business Park
         Bartley Way, Hook
         Hampshire, RG27 9UP UK

Phone:   01256 752000
Fax:     01256 752100
Website: http://www.ntl.com/

         NTL Broadcast
         Crawley Court, Winchester
         Hampshire, SO21 2QA UK

Phone:   01962 823434
Fax:     01962 822378

SIC:  Cable TV Newtwork Operator and Data Communications Carrier
Employees:     23,880
Net Loss:      US$15.9 million (2001)
Total Assets:  US$27.6 million (09/30/01)
Total Liabilities:  US$22.5 million (09/30/01)

Type of Business:  NTL operates broadband cable networks for
telephone, television and Internet connections to provide
services to homes and businesses on a global scale.

The company's corporate head office is located in New York, while
its operational head office is in Hook, Hampshire, in central
England.

Trigger Event:  The cable TV and telecoms carrier defaulted on
its US$96 million interest payments due last April.

Through a series of acquisitions (such as Cable & Wireless
Communications in the UK and Cablecom in Switzerland) and
construction of its broadband network, NTL's debts mounted to an
estimated sum of US$17.0 billion.

With NTL at the brink of collapse, NTL's chief executive Barclay
Knapp said Tuesday the company would seek Chapter 11 bankruptcy
protection. He also agreed, in principle, to a debt-for-equity
swap and reorganization.

A committee of 12, considered to represent half of NTL's
bondholders, agreed to convert the company's US$10.6 billion
debts into equity. The group further agreed to provide additional
US$500 million in fresh funds to finance NTL's British and Irish
operations.

The reported unofficial committee representing half of NTL's
bondholders is said to include Oaktree Capital, Angelo Gordon &
Co., Fidelity, Franklin Resources Inc., Huff & Co. and Appaloosa
Investment Ltd.

In the UK:

Managing Director, Chief Operating Ofcr, NTL UK: Stephen A Carter
Managing Director, NTL Home: Stephen A Carter
Managing Director, NTL Business: Mike Wagner
Managing Director, NTL Broadcast: Peter Douglas

In the US:

Chief Executive Officer: Barclay Knapp
Senior Vice President, Chief Financial Officer: John F. Gregg
Vice President, Corporate Finance and Development: Bret Richter

NTL Incorporated
110 East 59th Street
26th Floor NY
NY 10022 USA

Phone:   00121 290 684 40
Fax:     00121 275 211 57

In the US, Investor Relations:

Director, Investor Relations: Tamar Gerber
E-mail: investor_relations@ntli.com
Tel: (+1) 212 906 8440

In France:

Managing Director & Chief Operating Officer: Bruno Claude

NTL Europe
8 rue de Christophe Colomb
75008 Paris, France

Phone:   00331 444 334 34
Fax:     00331 444 334 35

Financial Advisers: Credit Suisse First Boston
                    JP Morgan
                    Morgan Stanley
Auditors:    Ernst & Young

No. of Shares in Issue: 276.6 million (10/31/01)


PACE MICRO: Set-top Box Maker Relieved Over Restructuring Plan
--------------------------------------------------------------

Pace Micro Technology CEO Malcolm Miller is perhaps the happiest
executive in all of Britain these days now that NTL has agreed on
a debt restructuring plan with bondholders.

In an interview with Ananova, Mr. Miller said the latest
development at NTL means better times ahead for his company.

"I would like to think this may be the point at which things
begin to turn, I am hopeful this will be the case," he told
Ananova.

Early this week, the set-top box maker issued its fourth profit
warning in seven months, projecting losses in the second half of
its financial year.

The company put the blame on market conditions dampened further
by the woes of ITV Digital and NTL.  The company said only 50,000
of its new GBP100 digital TV adapter set-top boxes have been made
due to the fallout following ITV Digital's collapse.

The firm also stopped delivery to NTL early this year after
failing to secure trade credit insurance to cover shipments, the
report says.

Mr. Miller, however, says his company will lay off some of its
950 staff despite the NTL breakthrough.  He says the guillotine
will start operating within the next six weeks.


SSL INTERNATIONAL: Trading Update Reveals Job Cuts, HO Closure
--------------------------------------------------------------

SSL International plc, the global manufacturer and distributor of
premium healthcare products and brandnames, announced its trading
update for the second half of the year ending March 2002.

The manufacturing group, headed by Brian Buchan as chief
executive, announced Tuesday an overhead reduction plan which
involves the restructuring of the Group's functions in Europe.

The move will affect a total of about 300 jobs (proposed loss)
split evenly between the U.K. and the rest of Europe.

The scale of the restructuring is likely to mean that significant
compulsory redundancies will be required. As part of this
restructuring, the Group's head office at Toft Hall in Cheshire
will be closed, with staff to be relocated either to other
existing SSL premises in the North West or to SSL's small
corporate office in London.

No manufacturing jobs are affected by these present plans.
However, the Board's ongoing review is addressing logistic and
distribution processes, including a fundamental re-examination of
manufacturing systems and operations to be concluded by the end
of the year.

Since the Group's last reported interim results in November,
trading has continued broadly in line with the Board's
expectations. Sales for the year are expected to amount to
approximately GBP595 million and the task of eliminating trade
loading is now complete.

Profits for the year are anticipated to be in line with market
estimates, including the Group's planned increase in advertising
and promotional spend.

The Board's strategy of developing the Group's core brand
portfolio, Durex, Scholl, Regent and Hibi, is progressing
satisfactorily. In March, the Group completed the planned
divestment of its smaller UK over-the-counter brands for GBP13.5
million. The Board continues to review potential acquisition
opportunities that will add value to the Group's portfolio.

In the current year, underlying mid-single digit sales growth is
anticipated for both the consumer and medical businesses.

The Board's ongoing business review has identified that radical
action is necessary to reduce overhead costs in order to improve
margins and shareholder returns, while continuing to invest in
R&D, brand strength, IT systems and employee development.

The existing high level of operating costs in the Group,
particularly in Europe, reflects over-manning, duplication of
activity and increased insurance costs.

As a result, the Board is revising its estimate of pre-
exceptional operating margin for the current year to between 13%
and 14% of sales, well ahead of the year just ended, but lower
than the 15% to 16% previously estimated.

Thereafter, the Board anticipates that the operating margin will
show further improvement as a result of growing sales and the
actions being taken to reduce costs.

The action to reduce European overheads is expected to result in
a one-off cost of the order of GBP18 million during 2002. The
Board anticipates that this will lead to annual cost savings of a
similar amount, which will accrue progressively during this
financial year.

For further information, please contact:

SSL INTERNATIONAL PLC (01565 624000)
Brian Buchan, Chief Executive
Garry Watts, Group Finance Director

THE MAITLAND CONSULTANCY (020 7379 5151)
William Clutterbuck or Brian Hudspith


SSL INTERNATIONAL: Latest Warning Cuts Market Value by GBP 300MM
----------------------------------------------------------------

SSL International blamed Tuesday the escalation of insurance cost
following the September 11 incident as the reason for issuing its
latest profit warning, The Times said.

The company said it is going to book a 13% to 14% decline in
operating margins for the current year.  It said business
interruption insurance is responsible for the fall.

The company, which manufactures a host of products from condom to
corn plaster, said insurance cost post September 11 had gone up
to GBP8 million from GBP2 million just a year ago.

CEO Brian Buchan said the company will cut a further 300 jobs and
sell Toft Hall, its headquarters building in Cheshire.  The
edifice is valued GBP3 million.

"We have got fat and we have to deal with that," Mr. Buchan told
The Times

The latest profit warning sent the company's stocks on a 28%
spiral, entering the company's annals as the worst drop in four
years.  More than GBP300 million was wiped off the company's
market value on Tuesday as its shares fell 161.5p to close at
419.5p.

                                  ***********

     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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