/raid1/www/Hosts/bankrupt/TCREUR_Public/030116.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, January 16, 2003, Vol. 4, No. 11


                              Headlines

* F R A N C E *

FRANCE TELECOM: Investors Support Debt Reduction Effort
FRANCE TELECOM: Cuts Rates for Fixed-Line Calls to Orange and SFR
VIVENDI UNIVERSAL: Needs More Asset Sales to Boost Credit Rating

* G E R M A N Y *

ALLIANZ AG: Ras' Public Share Offering Successfully Concluded
ALLIANZ AG: Sells Stake to Venture Partner, Exits Philippines
DEUTSCHE TELEKKOM: Sells Telematics Business to T-Online
KIRCHMEDIA GMBH: Geman Sports Broadcaster Attracts Bidder
MOBILCOM AG: Klaus Ripken Steps Down From Supervisory Board
RIVA ENERGIE: Files Insolvency Proceedings in Essen
VOLMA WIRKWAREN: To Shut Down Operations by Middle of 2003

* I T A L Y *

FIAT SPA: Meeting with GM Brass to Discuss Car Unit Spin-off
FIAT SPA: Agnelli Family Willing to Back Any Capital Hike

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

LAURUS NV: Converts Konmar Stores Into Edah and Super De Boer
O2 NETHERLANDS: Business Attracts Bid From Vodafone and Ben
ROYAL PHILIPS: Gores to Acquire Business Communications

* N O R W A Y *

PETROLEUM GEO-SERVICES: Uses Grace Period for Interest Payments

* U N I T E D   K I N G D O M *

BRITISH ENERGY: Assures Restructuring Plan Is on the Way
BRITISH ENERGY: Directors Willing to Sacrifice Part of Salary
CENARGO INT'L.: Case Summary & 20 Largest Unsecured Creditors
EQUITABLE LIFE: Appoints Nigel Brinn as New Finance Chief
EQUITABLE LIFE: Ex-auditor Admits Blunder, But Still Faults Firm
GLAXOSMITHKLINE: California Judge Favors Class Certification
MOTHERCARE PLC: Registers Increased Group Sales in Third Quarter
MOTHERCARE: Profit Warning Triggers Takeover Rumors
NTL INC: Issues Comments on When-Issued Settlement


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


FRANCE TELECOM: Investors Support Debt Reduction Effort
-------------------------------------------------------
Investor's support is improving for France Telecom, the debt-
laden company that is currently offering around EUR3.5 billion of
bonds on top of a EUR3 billion offering.

Progress in its reduction program as well as government support,
including the offer of a EUR9-billion loan, helped fuel
enthusiasm for France's most indebted company.

According to Bloomberg, some investors said they plan to buy the
4.7-year, 10-year, and 30-year bonds.

Simon Chennell, who helps oversee US$125 billion at Invesco Asset
Management, says he's buying some of all three bonds on offer.

Shares in the former monopoly increased by 40% since the start of
the year.  In recent months its borrowing costs, cost of insuring
against a default, and risk premiums had dropped--signs that
confidence in the business is improving.

Five-year credit default swaps on France Telecom, which act as
insurance in the event of a default, cost about 2.5 percent, down
from 6.6 percent in June.

The premium on France Telecom's 3.5 billion euros of 6.75 percent
bonds shrunk to 3.06 percentage points more than government debt
from a record 5.53 percentage points in June.

During the recent investors conference, the company even said it
might not draw on the government aid.  It will instead address
liquidity shortages through bond and share sales and bank loans.

Frank Dangeard, who is heading the company's debt-reduction
program, says the bond offering will enable France Telecom to
raise enough cash to cover EUR15 billion in debt repayments this
year.  France Telecom has EUR4.6 billion maturing bonds this
quarter and more than EUR20 billion by the end of 2004.  It has a
total of EUR70 billion of indebtedness.

Mr. Dangeard also revealed plans to sell EUR1 billion to EUR2
billion of assets in 2003, and to generate free cash flow of more
than EUR3 billion for the year.

People familiar with the bond sale said France Telecom will pay
2.9% points more than swaps on the EUR3.5 billion of 10-year
debt.  The 10-year swap rate was recently at 4.41%.

It will pay a premium of 2.55% points more than the mid-swap rate
on EUR1 billion of bonds due in September 2007. The five-year
swap rate was recently at 3.65%.

It will also sell EUR1 billion 30-year bonds at 3.28% points more
than swaps.  The 30-year swap rate was recently at 4.87%.  Total
orders were EUR12.5 billion, according to people familiar with
the sale.

France Telecom is further considering selling British pounds-
denominated bonds, and may sell some more of its outstanding
2017- year securities. Orders for the pound-denominated bond
total GBP200 million ($321 million).

BNP Paribas SA, Deutsche Bank AG, HSBC Holdings Plc, Morgan
Stanley and Citigroup Inc.'s Schroder Salomon Smith Barney are
managing the sale.

CONTACT:  FRANCE TELECOM
          6, Place d'Alleray
          75505 Paris Cedex 15, France
          Phone: +33-1-44-44-22-22
          Fax: +33-1-44-44-95-95
          Homepage: http://www.francetelecom.fr
          Contacts: Thierry Breton, Chairman
                   Michel Combes, Executive Committee, Finance

          BNP PARIBAS
          16, boulevard des Italiens
          75009 Paris Cedex 09, France
          Phone: +33-1-40-14-45-46
          Fax: +33-1-40-14-69-73
          Homepage: http://www.bnpparibas.com
          Contacts: Michel Pebereau, Chairman
                   Baudouin Prot, Chief Operating Officer
                   Philipe Bordenave, Finance and Control

          HSBC HOLDINGS PLC
          10 Lower Thames St.
          London EC3R 6AE, United Kingdom
          Phone: +44-020-7260-0500
          Fax: +44-020-7260-0501
          Homepage: http://www.hsbc.com
          Contacts: Sir John R. H. Bond, Group Chairman
                   Sir Brian Moffat, Deputy Chairman

          DEUTSCHE BANK AG
          Taunusanlage 12
          60262 Frankfurt, Germany
          Phone: +49-69-910-00
          Fax: +49-69-910-34227
          Homepage: http://www.deutsche-bank.de
          Contact:
          Josef Ackermann, Chairman of Group Executive Committee,
          Hermann-Josef Lamberti, Chief Operations Officer


FRANCE TELECOM: Cuts Rates for Fixed-Line Calls to Orange and SFR
-----------------------------------------------------------------
France Telecom is introducing new lower rates for fixed-to-
wireless calls. France Telecom was the first operator in France
to cut fixed-to-wireless charges in July 1999, followed by
further rate reductions in February 2001 and April 2002. These
rate cuts are part of a three-year plan established by French
telecommunications regulator (ART).

As from today, rates for all calls from a fixed-line phone on the
France Telecom network to an Orange or SFR will be lowered:
- from 13 to 11 euro cents per minute during offpeak periods, and
- from 27 to 23 euro cents per minute during peak periods(1) .

The minimum call charge has also been lowered from 25 to 23 euro
cents for 40 seconds (50 seconds previously).

These measures will lead to a reduction of approximately 9 % for
95 % of all fixed-to-wireless calls.

The rate cuts will apply automatically beginning January 14 for
all France Telecom residential customers for all calls from their
fixed-line phones to an Orange or SFR wireless number. The
reductions do not apply for calls made using the France Telecom
calling card.

More savings for customers with France Telecom discount plans
Some 2.4 million customers already benefit from France Telecom
discount plans such as "Les Heures France" (domestic long-
distance discounts) and "Option Plus" (guaranteed lowest rates
for all calls). These customers will see the total cost of fixed-
to-wireless calls drop by nearly 12 %.

With the "Option Plus" or "Les Heures France" plans, the cost per
minute of calls to an Orange or SFR wireless number drops from 9
to 7 euro cents during offpeak periods beyond the minimum call
charge, and from 25 to 21 euro cents during peak periods.

The "Option Plus" or "Les Heures France" plans guarantee that
customers automatically benefit from France Telecom's lowest
rates for all calls to wireless, domestic long-distance
(including French overseas departments) and international calls.
With "Option Plus" the charge is 3.8 euro cents per minute (after
the minimum call charge(2)) for domestic long-distance calls, 8.3
euro cents per minute (after the minimum call charge(3)) for
calls to neighboring European countries and to the United States,
and 17.5 euro cents per minute (after the minimum call charge(4))
for calls to French overseas departments. These rates apply 24
hours a day, seven days a week.

With the "Mon Mobile Pr,f,r," option, a one-minute call to an
Orange or SFR wireless number costs only 5.5 euro cents during
offpeak periods (0.36 francs) after the second minute. The "Mon
Mobile Pr,f,r," option gives all customers a 50-% discount for
all calls to an Orange, SFR or Bouygues Telecom wireless number
after the first two minutes. The discount applies 24 hours a day,
seven days a week. This option, which is free, had already won
over 1.2 million customers at the end of December 2002. It is
particularly attractive for people who forward their calls from
their fixed to wireless number.

Customers can sign up for France Telecom discount offers simply
by calling their France Telecom office (10 14, toll free from a
fixed line), or sign up on the France Telecom website:
www.francetelecom.com

1/ For fixed-to-wireless calls applicable peak periods are
weekdays from 8:00 a.m. to 9:30 p.m. and Saturdays from 8:00 a.m.
to 12:00 p.m.
2/ 0.109 euros for 20 seconds
3/ 0.109 euros for 15 seconds
4/ 0.109 euros for 20 seconds

New rates for calls from fixed-line phones to Orange and SFR
wireless numbers in metropolitan France, effective as of January
14, 2003 (all rates include VAT)

Fixed-line calls to Orange and SFR wireless numbers  Peak periods
Offpeak periods Minimum call charge  0.23 euros for 40 sec.  0.23
euros for 40 sec.

Rate per minute 0.23 euros/min. 0.11 euros/min.


VIVENDI UNIVERSAL: Needs More Asset Sales to Boost Credit Rating
----------------------------------------------------------------
Vivendi Universal SA needs to spin off more assets in addition to
the EUR6.8 billion (US$7.2 billion) it has unloaded since July in
order to earn an investment grade credit rating, analysts say.

Jacques Falzon, an analyst at Paris-based broker KBC Securities,
says ``Vivendi's got more stripping off to do -- that's what
credit companies expect before they increase their ratings
again.''

International rating agencies, Moody's Investors Service and
Standard & Poor's, warned a further downgrade for the French
company unless it undertakes more asset sales aimed at trimming
down debt to EUR6.4 billion by 2004.  The company has total debt
repayments of EUR4.5 billion in 2003.

Moody's, which rates Vivendi's long-term debt Ba3, says "the
company remains fully dependent on the timely disposal of assets
to meet its debt repayment obligations in the second half of 2003
and beyond."

S&P credit analyst Emmanuel Dubois-Pelerin, on the otherhand,
warned "``should Vivendi be unable to execute any key asset
disposal in the first half of 2003, the ratings would likely come
under renewed downward pressure.''

To earn investment-grade rating by the first quarter of 2004,
Vivendi plans to lower down its debt level to 2.8 times earnings
before interest, taxes, depreciationa and amortization.  At the
end of the fourth quarter, it expected debt to equal 5.3 times
Ebitda and then fall to 4.4 times by the end of the first quarter
of 2003.

Company Chief Executive Jean-Rene Fourtou targets EUR6.4 billion
of asset sales by the coming year.  He had so far sold part of
Vivendi's 150-year-old water business as well as the French
company's publishing unit.

Mr. Fourtou is also planning to sell phone assets in Morocco,
Hungary or Poland, as well as a 20%-stake in water company
Vivendi Environnement.  Analysts expects the asset sales to raise
EUR2 billion, and the stake sale another EUR2 billion.

The chief executive might also dispose Canal Plus Technologies,
Internet venture Vizzavi, Sithe Energies Inc., and a French press
unit.

Bloomberg says Antoine Lefort, Vivendi spokesmand declined to
discuss asset sales plan or Vivendi's latest debt figures.

Vivendi Universal run into EUR19 billion of debt due to ex-Chief
Executive Jean-Marie Messier's failed attempt to create a
European company capable of competing with AOL Time Warner Inc.
and Walt Disney Co.

The company's share price has fallen 88% since hitting a record
of 150 euros in March 2000. In 2002, the shares lost 75% of their
value. They've gained 14% so far this year.

CONTACT:  VIVENDI UNIVERSAL
          Headquarters
          42 avenue de Friedland
          75380 Paris Cedex 08
          France
          Phone: +33 1 71 71 10 00
          Fax: +33 1 71 71 11 79
          Contact:
          Investor Relations
          E-mail: investor-relations@groupvu.com

           Daniel Scolan, Executive VP
           Investor Relations
           Phone: +33.1.71.71.12.33
           E-mail: daniel.scolan@groupvu.com
           Laurence DANIEL
           IR Director, Europe
           Phone: +33.1.71.71.12.33
           E-mail: laurence.daniel@groupvu.com
           Edouard LASSALLE
           Associate Director, Europe
           E-mail: edouard.lassalle@groupvu.com

           Vivendi Universal
           New York office
           375 Park Avenue
           New York, NY
           10152-0192
           USA
           Phone: +1 212 572 7000


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


ALLIANZ AG: Ras' Public Share Offering Successfully Concluded
-------------------------------------------------------------
Ras ordinary shares allocated to the Offer totaled 284.6 million
(39.52 percent of all ordinary shares), thereby exceeding the
number of shares subject to the offer (about 42.7 million) by 667
percent. As a result, such shares will be allotted at 14.9967
percent. Accordingly, Ras will purchase an amount of ordinary
shares from each Offer participant equal to the above allotment
percentage of shares allocated.

The amount of savings shares - entirely subject to the Offer -
that were allocated was about 8 million (85.61 percent of all
such shares). Ras will repurchase all savings shares allocated to
the Offer.

On Wednesday, 15 January 2003, Ras will pay a total counter value
of 709.1 million Euro for the shares it is buying back. Ras will
cancel ordinary and savings shares allocated to the Offer along
with the own shares it already holds (6.8 million ordinary shares
and 321 thousand savings shares, totaling 90.9 million Euro) by
February 2003, once the relevant legal steps have been taken.

Subsequently, the Ras share capital will comprise 670,497,920
ordinary shares and 1,340,010 savings shares with a nominal value
of Euro 0.60 each.

Increase profitability for shareholders

Ras did not repurchase own shares during the Public Offer period,
but beginning January 13, 2003, it will be able to repurchase own
shares on the market, in accordance with the limits and terms
resolved by the shareholders' meeting held on April 29, 2002, and
up to a maximum of 60 million shares at a consideration within 10
percent of the reference price recorded in the trading day
preceding each individual transaction.

Through such cancellation, Ras will decrease its excess share
capital by approximately 800 million euros, generating an
increase in earnings per share and dividends per share.

As is widely known, the transaction is part of the company's plan
to increase profitability for shareholders through increasingly
efficient use of funds, while preserving its sound financial
structure, with wide margins for further initiatives to optimize
capital and growth.


ALLIANZ AG: Sells Stake to Venture Partner, Exits Philippines
-------------------------------------------------------------
The Allianz Group has decided to sell its 50 percent stake in
Pioneer Allianz Life Assurance Corporation to its joint venture
partner, the Pioneer Group, in the Philippines. Effective January
14, 2003, Allianz has withdrawn from the Philippine market.

Following the successful combined efforts by Allianz and Pioneer
in establishing and developing Pioneer Allianz Life Assurance
Corporation over the last five years, the company's future
direction will now be assumed by Pioneer. This decision follows
Allianz's business review in line with current and expected
market developments.

"Pioneer and Allianz have enjoyed a fruitful five year
partnership, during which the company's GWP grew from 1.5 million
euros in 1998 to 6.4 million euros in 2002, and climbed from no.
26 in 1998 to the top ten ranks in the Philippine life insurance
market", commented Alan Wilson, CEO Asia, Allianz Insurance
Management Asia Pacific.

"Pioneer is fully confident in their local expertise to build on
this success and will continue to deliver quality products and
services to its customers and agents", he added.

About Pioneer

Pioneer is a top 3 player in the Philippine non-life industry
active for nearly half a century. It brings with it an extensive
local branch network, internationally trained managers and is a
Philippine cooperation partner to nearly two dozen international
insurers.

As with all content published on this site these statements are
subject to our Forward Looking Statement disclaimer, provided on
the right.


DEUTSCHE TELEKKOM: Sells Telematics Business to T-Online
--------------------------------------------------------
Fixed line operator Deutsche Telekom and DaimlerChrysler agreed
to sell Germany-based Tegaron Telematics GmbH to T-Online AG for
an undisclosed amount, says Bloomberg.  Tegaron Telematics GmbH
has operations in Bonn and Stuttgart.

The German telecommunications group is orchestrating one of its
largest disposals for the year to reduce debts from EUR64 billion
to a maximum of EUR52.3 billion.  It aims to sell assets worth
between EUR6.2 billion and EUR8.5 billion within the 15 months
from last September to the end of 2003.

It is currently negotiating the sale of assets, including six
regional cable operators, to a consortium of Apax Partners,
Providence Equity Partners and Goldman Sachs Private Equity.

This week, Moody's said financial risk for Deutsche Telekom will
remain high because of uncertainties surrounding their plans to
reduce debt

CONTACT:  DEUTSCHE TELEKOM
          Friedrich-Ebert-Allee 140
          53113 Bonn, Germany
          Phone: +49-228-181-0
          Fax: +49-228-181-8872
          Home Page: http://www.telekom.de
          Contact:
          Hans-Dietrich Winkhaus, Chairman, Supervisory Board
          Kai-Uwe Ricke, Chairman, Management Board and CEO


KIRCHMEDIA GMBH: Geman Sports Broadcaster Attracts Bidder
---------------------------------------------------------
U.S.-based Hudson Investment Group is interested in acquiring
Germany sports TV broadcaster, Deutsche Sportfernsehen, owned by
insolvent media group, Kirch.

Munich-based Kirch, which owns numerous film library and sports
right and controls Germany's largest commercial broadcaster
ProSienbenSat.1 Media, is offering its assets for sale after
admitting insolvency in April.  The filing follows the collapse
of parent company KirchGruppe, widely considered the largest
corporate failure in German history.

In December, the company transacted its 52.5% stake in
ProSiebenSAT.1, a transaction said to signal the end of Kirch's
nine-month auction of its empire.

CONTACT: KirchMedia GmbH & CO. KGaA
         Communication & PR
         Phone: +49 (0)89 9956-2325


MOBILCOM AG: Klaus Ripken Steps Down From Supervisory Board
-----------------------------------------------------------
In accordance with a decision handed down by the Local Court of
Schleswig, Klaus Ripken is no longer a member of the Supervisory
Board of MobilCom AG. Ulf G"nger, Management Board member for the
Hamburg State Bank, has been designated Supervisory Board member
by the court. The court's decision is a significant step towards
clarification of the Supervisory Board situation at MobilCom.

                          *****

The government had earlier called for the resignation of Mr.
Ripken--threatening to withdraw its financial support to the
company unless the demand is satisfied.

The authorities are pushing the replacement of Mr. Ripken with
former Thyssen head Dieter Vogel, after Vogel failed twice to
gain the vote to become chairman of the supervisory board.


RIVA ENERGIE: Files Insolvency Proceedings in Essen
---------------------------------------------------
Riva Energie, the energy trader Sempra Energy Trading launched in
Germany three years ago, applied for insolvency proceedings at an
Essen-based court, says Frankfurter Allgemeine Zeitung.

The company, which markets electricity to residential and small-
business customers, has 41,000 customers in Greater Essen,
Hamburg, Munich and Berlin towards the end of 2000.  Expecting to
have more than 100,000 customers by the end of that year, it
approximately has 50,000 customers as of the filing.

The company had hoped to expand its product offering to include
natural gas when Germany's natural gas market is liberalized, but
as of the application of the insolvency proceedings, the
management has little hope of being rescued.

Essen-based investment company, CapVest, acquired management of
the company early last year.

Riva Energie, which has a workforce of 60, registers annual
turnover of roughly EUR25 million.


VOLMA WIRKWAREN: To Shut Down Operations by Middle of 2003
----------------------------------------------------------
Insolvent German underwear company Volma, which has Jockey as its
key brand, will only be operating until the end of May this year,
says the company's temporary insolvency trustee.  The company has
applied for insolvency proceedings shortly before Christmas.

Frankfurter Allgemeine Zeitung, Jurgen Sulz, the truste, said the
company's production two production plants would be sold off
separately since Volma's pension liabilities were too high for it
to be acquired by a single buyer.

However, the Jockey brand which it manufactures under the license
of the U.S. company International will continue to exist.

Volma, which is owned by the family Ruegger-Maute employs 200
employees.  It has approximately 1,200 customers and records a
turnover of EUR30 million.

Bisingen-baed Maute GmbH&Co, KG is its subsidiary.

CONTACT:  VOLMA WIRKWAREN GMBH
          Neustrabe 12, 72379 Hechingen
          Phone: (07471) 18 90
          Fax: (07471) 18 91 20


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


FIAT SPA: Meeting with GM Brass to Discuss Car Unit Spin-off
------------------------------------------------------------
The top honchos of Fiat SpA are scheduled to meet with their
counterparts in General Motors today, ostensibly to discuss the
measures taken up during a recent meeting with creditor banks.

According to Reuters, among the strategies likely to occupy the
executives during the meeting is the proposed spin-off of ailing
car division, Fiat Auto.  Although the group maintains that a
decision to this effect had not been made, there are growing
evidence that the spin-off will be the centerpiece of a rumored
EUR5 billion Fiat Auto re-capitalization.

GM holds a 20 percent stake in Fiat Auto unit and therefore would
play a key role in any restructuring plan such as this.  Fiat has
an option to sell the remaining 80 percent of the auto business
to GM in 2004.

A Fiat spokesman told Reuters Fiat Chairman Paolo Fresco and
Chief Executive Officer Alessandro Barberis would be in the U.S.
today and tomorrow to meet with GM as well as ratings agency
Standard & Poor's, which is considering downgrading the
industrial group's debt rating later this month.  GM has refused
to confirm or deny the meeting.

"It's not unusual for us to meet with executives of Fiat," said
spokeswoman Toni Simonetti in an interview with Reuters. "We do
frequently because we run some businesses together. I don't think
it would be unusual for the top brass to meet because these are
the architects of our relationship."


FIAT SPA: Agnelli Family Willing to Back Any Capital Hike
---------------------------------------------------------
The controlling family of troubled Italian industrial group Fiat
SpA doesn't have any qualms about participating in a capital
increase proposed by creditor banks.

Umberto Agnelli, who is leading the talks with banks, was quoted
recently by the Financial Times as saying that the family's
holding companies - Ifil and Ifi -- are willing to take up most
of the rumored EUR5-7 billion refinancing package, which
allegedly includes a capital hike.

"If a capital increase is needed, we will find the means to do so
without necessarily having to go abroad for funds," Mr. Agnelli
told the Financial Times.

Huge debts and low sales at its auto unit, which is now facing
tougher competition in the European market, have conspired to
weaken the group's finances in recent months.  Top executives of
both Fiat and U.S. partner General Motors are set to map out
refinancing plans for the ailing car unit, Fiat Auto, today.


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


LAURUS NV: Converts Konmar Stores Into Edah and Super De Boer
-------------------------------------------------------------
Laurus N.V. intends to convert six Konmar Supermarkets into three
Edah and three Super De Boer supermarkets. The conversion is
meant to be a pilot. The results of the pilot will be used to
evaluate if a future conversion of the remaining 79 Konmar
supermarkets is feasible. The outcome of the test will not affect
the strategy regarding the 49 Konmar Superstores, nor will the
test adversely affect employment. The central works council was
asked to give their advice.

In view of the necessity of a speedy financial recovery of
Laurus, a number of alternatives to generate a profit-making
perspective for Konmar Supermarkets has been considered. Of the
various alternatives the conversion to Super De Boer or Edah is
assumed to yield the best results. A concomitant advantage of
this alternative will be a stronger market share for the Super De
Boer and Edah formats. The results of the pilot with the six
outlets should validate the assumptions made for the
calculations. Laurus strives for an evaluation of the pilot in
May of this year.

At this moment Laurus operates 49 Konmar Superstores, including 4
franchise, and 85 Konmar Supermarkets. Konmar Superstores will be
further improved with respect to quality, speciality products and
discerning promotional activities. An artisan atmosphere and a
wide choice of perishables are also points of focus. Some outlets
of Konmar Supermarkets might be added to Konmar Superstores,
provided they meet requirements in terms of turnover,
geographical location and selling space.


O2 NETHERLANDS: Business Attracts Bid From Vodafone and Ben
-----------------------------------------------------------
The loss-making unit of British mobile phone company MMO2 plc, O2
Netherlands, has reportedly attracted takeover bids from
competing operators Vodafone and Ben, says Europemedia.

Estimated to be worth EUR100-200m, the company, which serves
10.5% of the mobile phone market in Netherlands, reported an
EBITDA loss of GBP9m in the half year to September 2002.  It also
posted a loss of GBP51m in the full year to March 2002.

A TCR-EU report this week said parent MMO2 was still undecided
whether to sell the business, and the timetable as to when a
decision would be made has not been set.

Previous reports that Vodafone Group and Deutsche Telekom AG are
to make an offer for the unit were described as "speculation."

It is believed that a takeover of O2 Netherlands by Ben would
increase the latter's market share from 11.3% to 21.8%, which is
what Ben needs to become profitable itself according to analysts.

A takeover by Vodafone, Netherlands no.2 mobile phone operator,
with a market share of 26.7%, is also seen to strengthen
Vodafone's position in the same way.

CONTACT:  MM02
          5 Long Walk Rd.
          Uxbridge, Middlesex UB11 1TT
          United Kingdom
          Phone: +44-121-415-7102
          Fax: +44-190-383-3371
          Home Page: http://www.mmo2.com
          Contact:
          Investor Relations
          E-mail: investors@O2.com


ROYAL PHILIPS: Gores to Acquire Business Communications
-------------------------------------------------------
Royal Philips Electronics and Gores Technology Group (GTG) today
announced a preliminary agreement for the acquisition of the
business unit Philips Business Communications (PBC) by Gores
Technology Group. Financial details were not disclosed. The
transaction is expected to be completed in the first half of 2003
and is subject to normal closing conditions.

PBC, which is headquartered in Hilversum, the Netherlands, is a
leading global supplier of voice communications solutions to
medium and large organisations through its own sales
organisations and distributors in 59 countries world-wide. It
employs approximately 1,300 people.

Whilst a non-core activity within Philips, with Gores Technology
Group PBC has a strong new owner, who will support PBC's strategy
to broaden its activities and portfolio as a solutions provider
in the area of business communications. PBC, its customers and
its employees will benefit from the effects of focus and
profitable growth opportunities, provided under a new operation
with clear dedication and ambition towards enterprise
communications solutions and integration services.

"Under our new ownership we will be able to expand our offering
to continue to provide best-of-breed systems and applications,
including our established and renowned portfolio, built under
Philips", said Marc Bauchant, vice president within Philips
Business Communications. "We are convinced that this move will
bring long-term benefits to our customers and to our activity,
and enhance our market opportunities."

"We are pleased to add Philips Business Communications to our
growing portfolio of global companies", said Alec Gores, Founder
and Chairman of Gores Technology Group (GTG). "The acquisition
offers GTG a tremendous opportunity to further advance our
strategic initiatives in the telecommunications sector and it
demonstrates our ability to successfully orchestrate a major
international acquisition."

Vance Diggins, Chief Executive Officer of GTG added, "Philips
Business Communications strength is in its committed and
qualified employees, its family of product solutions and in its
global customer base which affords GTG a solid platform from
which to sustain future growth. We are convinced that we have all
the ingredients in place that will give us the capability to
expand an already dynamic enterprise into one of the leaders in
the world-wide telecommunications market".

About Gores Technology Group

With headquarters in Los Angeles, Gores Technology Group (GTG) is
a privately held international acquisition and management firm
that pursues an aggressive strategy of acquiring promising high-
technology organizations and managing them for growth and
profitability. GTG has a successful track record of acquiring and
managing companies -- including many divisions acquired from
large publicly traded companies -- through its commitment to
customers, employees and continued development of intellectual
property. GTG has acquired and managed approximately 40
interrelated but autonomous technology-oriented companies with
locations throughout the world. Those companies provide a broad
range of technology-based products and services to a substantial
customer base representing millions of active users worldwide.
For more information on Gores Technology Group: www.gores.com

About Royal Philips Electronics

Royal Philips Electronics of the Netherlands is one of the
world's biggest electronics companies and Europe's largest, with
sales of EUR 32.3 billion in 2001. It is a global leader in color
television sets, lighting, electric shavers, medical diagnostic
imaging and patient monitoring, and one-chip TV products. Its
184,000 employees in more than 60 countries are active in the
areas of lighting, consumer electronics, domestic appliances,
components, semiconductors, and medical systems. Philips is
quoted on the NYSE (symbol: PHG), London, Frankfurt, Amsterdam
and other stock exchanges. News from Philips is located at
http://www.philips.com/newscenter


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


PETROLEUM GEO-SERVICES: Uses Grace Period for Interest Payments
---------------------------------------------------------------
Petroleum Geo-Services ASA announced that it will use the 30-day
grace period for payment of interest due January 15, 2003 related
to the Company's 8.15% Senior Notes due 2029.

This decision has been implemented as a result of the Company's
ongoing dialogue with its banks and bondholders in assessing PGS'
financial condition and optimizing its liquidity position. As a
part of this dialogue, the U.S. law firm of Bingham McCutchen LLP
has been engaged to act on behalf of the bondholders to assist in
communication between the bondholders and PGS, and any
bondholders who wish to participate in this dialogue should
contact Bingham McCutchen for further details.

Under the terms of the notes, no default will occur if the
interest payments are made within 30 days of the due date. PGS
currently intends to pay such interest payments before the 30
days period expires.

CONTACT:  PETROLEUM GEO-SERVICES ASA, OSLO
          Sverre Strandenes, SVP Corporate Communications
          Dag W. Reynolds, Director European IR
          Phone: +47 6752 6400

          Suzanne M. McLeod, U.S., IR
          Phone: +1 281-589-7935


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


BRITISH ENERGY: Assures Restructuring Plan Is on the Way
--------------------------------------------------------
British Energy Chairman Adrian Montague, who replaced Robin
Jeffrey last year, rallied investor confidence in the troubled
company saying a restructuring plan could be achieved within the
next month.

It is understood that failure to strike a deal with lenders until
February 14 means the collapse of the company into insolvency and
into the government's hands.  Creditors stand to lose 70% of the
value of their investment in case that happens.

The Financial Times noted that Mr. Montague's comment came just
as Greenpeace published opinion from two leading competition
lawyers, Paul Lasok QC and Jon Turner, that its GBP650
government-backed loan violates EU competition rules.

Following collapse of power prices in the region, the British
government provided the group with the emergency loan to sustain
operations while it negotiates with lenders and shareholders.

Mr. Montague warned shareholders not to expect any further
government "bail-out" of the group in the conference.

It is known that the government has offered to pay GBP2.1bn
towards the generator's nuclear fuel decommissioning liabilities
provided shareholders and bondholders accept a substantial
dilution of their interests.


BRITISH ENERGY: Directors Willing to Sacrifice Part of Salary
-------------------------------------------------------------
Directors at British Energy are willing to forego part of their
salaries as part of the government-backed rescue plan for the
cash-strapped nuclear generator British Energy.

Executive chairman Adrian Montague said board members would
consider suggestions that they should cut their pay, says the
Herald.  Mr. Montague's salary has yet to be disclosed.  A
spokesman said this would only be revealed during the company's
2003 report.

Excluding pension contributions, total emoluments paid last year
to the 10-man board amounted to GBP1.47MM, the report says.

When asked by one shareholder, Dave Barker, if the directors
would also consider cutting their pay to help save the company,
Mr. Montague said, the board was still in the "early stages" of
considering executive remuneration.

It also emerged that Robin Jeffrey, whom Mr. Montague replaced in
November, is still on the payroll of the company for an
indefinite length of time as his one-year rolling contract has
not been finalized yet, says Mr. Montague.

Mr. Montague said Mr. Jeffrey, who receives a basic salary of
GBP336,250 for the year to March 2002 accounting, remains
director even though he no longer attends board meetings and
makes decisions regarding the company's management.  Mr.
Jeffrey's total renumeration last year, including a bonus of
GBP130,220 and other benefits, was GBP478,201.

Mr. Montague told shareholders in a recent extraordinary meeting
he does not intend to undertake actions that would make Mr.
Jeffrey's departure "more expensive for the company than it has
to be."


CENARGO INT'L.: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Cenargo International plc
             Puttenham Priory
             Puttenham
             Surrey, GU3 IAR
             England

Bankruptcy Case No.: 03-10196-rdd

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                Case No.

      Cenargo Leasing Ltd.                  03-10197
      Cenargo E-Logistics Ltd.              03-10198
      Norse Irish Ferries Ltd.              03-10199
      Cenargo Navigation (Hong Kong) Ltd.   03-10200
      Belfast Freight Ferries Ltd.          03-10201
      Cenargo Fast Ferries (No.2) PLC       03-10202
      Merchant Ferries PLC                  03-10203
      Merchant Ferries (Holdings) Ltd.      03-10204
      Freightwatch Limited                  03-10205
      Proofband Limited                     03-10206
      Duncan International Trading Ltd.     03-10207
      Cenargo Services Ltd.                 03-10208
      Cenargo World Ltd.                    03-10209
      Cenargo Property Ltd.                 03-10210
      Cenargo Navigation Ltd.               03-10211
      Cenargo Rail Ltd.                     03-10212
      Conexus Europe Ltd.                   03-10213

Chapter 11 Petition Date: January 14, 2003

Court: Southern District of New York

Judge: Judge Robert D. Drain

Debtors' Counsel: Gregory M. Petrick
                  Cadwalader, Wickersham & Taft
                  100 Maiden Lane
                  New York, NY 10038
                  (212) 504-6373
                  Fax : (212) 504-6666
                  Email: gpetrick@cwt.com

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

List of Debtors' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Levantina Transporti          Ship Lease Payments   $1,875,000
70121 BARI Corso
Cavour n.60
45014 Porto Viro (Ro)
Via Romea, 44
Contact: Enrico Scolaro
Shipbrokers S.r.l.
Via Oberdan 109-3
16167
Genoa, Italy
Tel: 00 39 010 3725 133
Fax: 00 39 010 3725 150

Mitsui Oski Lines             Freight forwarding     1,395,000
MOL Europe Ltd.                charges
Enterprise House
Ocean Way
Ocean Village
South Hampton
England
SO14 3BX
Tel: 011 44 23 8071 4720
Fax: 011 44 23 8071 4739

Mersey Docks & Harbour Co.    Port usage fees        1,248,486
Maritime Centre
Port of Liverpool
L21 1LA
United Kingdom
Tel: 011 44 15 1949 6232
Fax: 011 44 15 1949 6199
Contact: Sue Cray

Marine Shipping               Insurance              1, 137,056
Mutual Insurance Co. Ltd.
The Quayside
NE1 3DU
United Kingdom
Tel: 011 44 19 1232 1346
Fax: 011 44 19 1261 0540

HM Customs & Excise           Customs duties         1,079,264
100 Russell St.
Middlesbrough
TS12LP
United Kingdom
Tel: 011 44 16 4220 3463
Fax: 011 44 16 4220 3504

Heysham Port Ltd.             Port usage fees          993,796
Port of Heysham
Lancashire, LA3 2XF
United Kingdom
Tel: 011 44 15 1949 6232
Fax: 011 44 15 1949 6199
Contact: Sue Cray

Henty Oil                     Fuel expense             899,998
Huskisson Doc. No. 1
Liverpool Docks
Liverpool, L3 0AT
United Kingdom
Tel: 011 44 15 1922 0622
Fax: 011 44 15 1922 0626
Contact: Diane Henty

Dublin Port                   Port usage fees          856,599
Port Ducs Office
Port Centre
Alexandra Road
Dublin 1, Eire
Tel: 003 521 887 6812
Fax: 003 531 836 5142
Contact: Helen Duffy

Belfast Harbour Commissioners Port usage fees          750,240
Harbour Office
Corporation Square
Belfast, BT1 3AL
Northern Ireland
Tel: 003 289 055 4415
Fax: 003 289 055 4411
Contact: Linda Fulford

Capitol Security Services     Ship security            540,924
8-9 Bourne Court
Southend road
Woodford
Essex, IG8 8HD
United Kingdom
Tel: 011 44 20 8498 8872
Fax: 011 44 20 8498 8864
Contact: Russell

Nynas UK                      Fuel expense             354,819
North Road
Ellesmere Port
CH69 1AJ
United kingdom
Tel: 011 44 15 1327 3171
Fax: 011 44 15 1327 6195
Contact: Jane Gilbert

Esso Ireland                  Fuel expense             321,961
Esso House
Stillorgan
Dublin
Eire
Tel: 003 531 207 3285
Fax: 003 531 288 7303
Contact: Michael Burke

North of England P&I          Insurance                294,639
Association Ltd.
The Quayside
NE1 3DU
United Kingdom
Tel: 011 44 19 1232 5221
Fax: 011 44 19 1261 0540

Drake Ports                   Dock labor expense       279,537
Drake International Group
20 Regent Street
London, SWIY 4PH
United Kingdom
Tel: 011 44 20 7484 0884
Fax: 011 44 20 7484 0805
Contact: John Webb

Carrylift Materials Handling  Ship labor and           265,752
Head Office unit 3             repairs
Peel Road
West Pimbo Industrial
Estate
Kelmersdale
Lancshire, WN8 9PT
United Kingdom
Tel: 011 44 16 9545 5000
Fax: 011 44 16 9545 5099
Contact: Caroline

Heath Lambert Group           Insurance                249,785

Rex International Logistics   Freight forwarding       155,532
                               charges

Alpok Adria                   Freight haulage &        102,417
                               warehousing

TT Club                       Insurance                 94,500

Adsteam Towage                Freight haulage           67,875


EQUITABLE LIFE: Appoints Nigel Brinn as New Finance Chief
---------------------------------------------------------
Equitable Life announces the appointment of Nigel Brinn to head
up its finance and investments function.

Subject to regulatory approval, he will become an executive
director of Equitable Life Assurance Society and join the
Society's Board as Finance and Investments Director. He will
report to Charles Thomson, the Society's Chief Executive.

Mr Brinn, 57, is a chartered accountant and joins the Society
after five years as chief executive of Homeowners Friendly
Society. Previously, he was Managing Director of RAC Financial
Services and held a number of senior Board-level executive and
finance positions with TSB Group plc, Fidelity Investments,
Lazard Brothers, Fairey Group and Allied Dunbar.


EQUITABLE LIFE: Ex-auditor Admits Blunder, But Still Faults Firm
----------------------------------------------------------------
Ernst & Young, the former auditor of Equitable Life, admitted
Tuesday that it failed to advise the society to set aside money
for potential losses from its guaranteed annuity policies.

The admission is a breakthrough in the GBP2.6 billion-suit filed
by Equitable against its erstwhile auditor for breach of duty,
the Herald said.

Up until the admission before the High Court of London, E&Y has
maintained that it served the society diligently during its
tenure as auditor.  But on Tuesday, the company acknowledged that
it should have insisted on a provision in the 1997 to 1999
accounts for the possibility of a loss arising from Equitable's
obligations to pay guaranteed annuities.

Still, the accounting firm argued that the provision would have
made no material difference to the outcome.  The E&Y said
Equitable had been writing policies with guaranteed rates for
years and ran into trouble when those rates were higher than
standard rates.

The company's guaranteed annuity notes reached more than GBP1.5
billion in 2000, which almost brought the society to its knees.
It closed to new business thereafter and negotiated a
restructuring of the policies.

Meanwhile, Equitable announced on Tuesday the appointment of
Nigel Brinn to head up its finance and investments function.
Subject to regulatory approval, he will become an executive
director of Equitable Life Assurance Society and join the
Society's Board as Finance and Investments Director, the company
said in a statement.  He will report to Charles Thomson, the
Society's Chief Executive.

Mr. Brinn, 57, is a chartered accountant and joins the Society
after five years as chief executive of Homeowners Friendly
Society. Previously, he was Managing Director of RAC Financial
Services and held a number of senior Board-level executive and
finance positions with TSB Group plc, Fidelity Investments,
Lazard Brothers, Fairey Group and Allied Dunbar.


GLAXOSMITHKLINE: California Judge Favors Class Certification
------------------------------------------------------------
A federal judge in California today refused to allow class action
certification in a lawsuit against GlaxoSmithKline regarding
Paxilr (paroxetine hydrochloride).

"Paxil is an important medicine in the lives of millions of
patients, and we continue to stand firmly behind its safety and
efficacy," said Chris Viehbacher, president of US
Pharmaceuticals, GSK. "We welcome the judge's decision on this
motion."

The judge said the plaintiffs failed to meet the requirements for
class certification. While the plaintiffs have the opportunity to
try to address the defects in their case by submitting one more
motion, Judge Mariana R. Pfaelzer wrote in her ruling that,
"Additionally, while the substance of any motion is ultimately
determined by the filing party, the Court has grave doubts about
the viability of any multi-state class action proposal."

Paxil (paroxetine hydrochloride), a selective serotonin reuptake
inhibitor (SSRI), is indicated for depression and all major
anxiety disorders, including social anxiety disorder, panic
disorder, obsessive compulsive disorder, generalized anxiety
disorder and post-traumatic stress disorder.


MOTHERCARE PLC: Registers Increased Group Sales in Third Quarter
----------------------------------------------------------------
Mothercare is today providing a trading update for the third
quarter being the 13 weeks to 10 January 2003.

                 Weeks to 13   13 Weeks to 10   41 Weeks to 10
                 October 2002  January 2003     January 2003

UK stores
like-for-like       -2.1%         -1.1%           -1.8%

International        +29.5%        +30.0%         +29.7%

Direct               +11.0%        +22.1%         +14.5%

Group Sales           +0.8%         +1.6%          +1.0%

Direct comprises sales through the Mothercare catalogue and
website.


Group sales in Mothercare for the 13 weeks to 10 January 2003
were up 1.6%. UK stores like-for-like sales (those stores trading
for one year or more and with no square footage change) in the
same period were down 1.1%.

In the 12 weeks from 13 October 2002 to 3 January 2003 (being the
end date of our most recently completed four week accounting
period), gross margins were 3.1 percentage points above the
equivalent period last year reflecting a less promotional and
discounting stance. Autumn / Winter stocks have been
substantially cleared in the sale and remnants will be sold
through the clearance stores.

Despite the improvement in gross margins, the lower than forecast
sales during this peak trading period will result in a trading
outcome for the current year worse than expectations.

Ben Gordon, who joined the business as Chief Executive on 2
December, is undertaking a detailed operational review that
includes options for distribution.

CONTACT:  MOTHERCARE PLC
          Ben Gordon, Chief Executive
          Phone: 020 7404 5959 (Tues.only)
          Mark McMenemy, Finance Director
          Phone: 01923 206 187

          Brunswick Group Limited
          Susan Gilchrist
          Philippa Power
          Phone: 020 7404 5959


MOTHERCARE: Profit Warning Triggers Takeover Rumors
---------------------------------------------------
Mothercare issued another profit warning, the fifth in 18 months,
according to Times Online on Wednesday, leaving the company
vulnerable to a takeover bid yesterday.

The report indicated that shares crashed to a three-year low of
86«p from 100«p before the company admitted a slump in U.K. sales
during the Christmas period.

Sales at U.K. stores went down 1.1% in the 13 weeks preceding
January 10, on top of a 4% decline last year. The company blamed
the slump on the general decrease in consumer spending, coupled
with product mistakes and continuing distribution problems.

Analysts increased their loss forecast for Mothercare to GBP12
million, from earlier expectations of GBP6 million to GBP8
million after the company announced that it would fall short of
market expectations.

Richard Ratner, analyst at Seymour Pierce, said: "This is a truly
terrible statement and as such we have little confidence in the
business going forward."

According to analysts the decline in the company's shares would
have been worse than the 14p decline, had not rumors of takeover
bids sprouted. The Times Online article mentioned Adams, the
privately owned children's wear chain; Tom Hunter, the Scottish
entrepreneur who is stalking House of Fraser, and David Carter-
Johnson, chairman of the clothing brand Boxfresh as the potential
bidders.

Still, the company's share price is still too high to warrant a
bid, considering the magnitude of the company's losses, said one
of the prospective buyers.

Although Mothercare chief executive Ben Gordon admits that the
company's performance was over Christmas was "unacceptable", he
has taken steps to straighten things out.

"I have put in place a fundamental operational review looking at
all aspects of the business to get back to the basics and define
our role as a specialist retailer," he said.


NTL INC.: Issues Comments on When-Issued Settlement
---------------------------------------------------
NTL Incorporated (formerly NTL Communications Corp. and so
referred to in this release) received a copy of a decision by the
Nasdaq Stock Market not to adjust the shares for the modification
of the number of issued shares described below in settlement of
when-issued trading of the company's stock (NTIWV).

Nasdaq's determination was made despite disclosure by the Company
of the decision to issue 50 million in new common shares, rather
than the 200 million shares that had been contemplated prior to
the Company's motion to the Bankruptcy Court on November 12, 2002
pursuant to its plan of reorganization.

Although the Company disagrees with the decision, the decision is
solely the purview of Nasdaq. NTL emerged from bankruptcy
protection on Friday January 10, 2003, and issued 50,500,969
shares of new common stock. Four hundred million shares of common
stock were authorized.

The Company's common stock (CUSIP 62940M104) and Series A
warrants (CUSIP 62940M138) have begun to trade on NASDAQ
commencing Monday, January 13, 2003 under the symbols of NTLI and
NTLIW, respectively. Shares of common stock of Old NTL, which
previously traded under the symbol NTLDQ, have been cancelled.

CONTACT:  For NTL
          In the US:
          Analysts, Debt and Equity Holders:
          Bret Richter
          Investor Relations
          Tamar Gerber
          Phone: 212/906-8440
          E-mail: investor_relations@ntli.com
             or
          In the UK:
          Analysts, Debt and Equity Holders:
          Virginia Ramsden
          Phone: +44 (0)20 7746 6826
          E-mail: investorrelations@ntl.com


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

        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, Ma. Cristina Canson, and Laedevee
Gonzales, Editors.

Copyright 2003.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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