/raid1/www/Hosts/bankrupt/TCREUR_Public/030131.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

                 Friday, January 31, 2003, Vol. 4, No. 22


                              Headlines

* F R A N C E *

ARCELOR: To Close Blast-Furnace Operations in Belgium
AIR LIB: IMCA Withdraws Acquisition Plans of Airline
ARIANESPACE: Shareholders Wanted Control of Company
DAEWOO-ORION: ThyssenKrupp Proposes Takeover of Operation
FRANCE TELECOM: Revenues Increased in Line With Forecasts
METALEUROP NORD: Court Grants Three-Month Reprieve
REIMS AVIATION: Wagrapar Group Becomes Third Bidder
RHODIA SA: Shareholders Demand Changes in Management
VIVENDI UNIVERSAL: Announces Organizational Change

* G E R M A N Y *

DAB BANK: Remains Positive About Reaching Break-Even Mark
DEUTSCHE TELEKOM: Issues 5-year Bond Worth EUR1 Billion
DEUTSCHE TELEKOM: Will Shed More Assets to Reduce Debt
DEUTSCHE TELEKOM: Still Undecided About Fate of Fixed Line Unit
DEUTSCHE TELEKOM: To Launch UMTS in Third Quarter of 2003
DEUTSCHE TELEKOM: Records High Customer Growth in 2002
HVB GROUP: Presents Strategic Business Plans for 2003
ISH: U.S. Parent to Auction German Cable Operation

* I T A L Y *

CIRIO FINANZIARIA: Faces Investigation on Accounting Errors

* P O L A N D *

BRE BANK: Announces Resolutions Adopted by EGM of Shareholders

* S P A I N *

VIA DIGITAL: Parent to Pursue Merger With Canal Satelite

* U N I T E D   K I N G D O M *

ALLIED STEEL: Former Workers to File Legal Claims for Pension
BAE SYSTEMS: To Share Aircraft Contract With Thales
CORUS GROUP: Declines to Comment on Stand Regarding Swiss Steel
IZODIA PLC: EGM Motioned Changes on Board Structure
MARCONI PLC: Admits Loss on Buckinghamshire Property Deal
MOTHERCARE PLC: Senior Unsecured and Short-term Ratings Withdrawn
SMG PLC: Competition Commission Inquires Into Gannett Merger
SUEZ SA: Declines to Comment on Sale of Water Utility


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


ARCELOR: To Close Blast-Furnace Operations in Belgium
-----------------------------------------------------
Arcelor, which was formed from the merger of Usinor of France,
Arbed of Luxembourg and Aceralia of Spain, is planning to close
the blast-furnace operations at its site in Liege, Belgium.

According to Arcelor chairman Guy Dolle, the planned closure in
Liege will affect about 1,700 of its 4,300 workforce.

The move is part of the radical restructuring of its industrial
plant in order to "guarantee its competitive position," says the
company. Arcelor forsees that the restructuring is also likely
to include its facilities in Breme, Germany and Ekostahl, Germany,
as well as Florange, France.

The Walloon regional authorities in Belgium are contemplating a
legal suit against Arcelor regarding the planned closure at Liege.
They have also contacted Deminor, the association for the defence
of minority shareholders.  Walloon claims that the EUR20 million in
compensation, which Usinor promised to pay for failing to fulfill its
promise to modernize the site, is not enough.


AIR LIB: IMCA Withdraws Acquisition Plans of Airline
----------------------------------------------------
Dutch group IMCA has decided against acquiring the troubled
French airline Air Lib, following the rejection of a productivity
plan submitted by the company's trade unions.

IMCA, a partner of Dutch carrier KLM Royal, addressed a letter to
all Air Lib staff in which IMCA chief executive Erik de Vlieger
said Air Lib "has been ruined" and that he was "obliged to
leave."

Union representative Gilles Nicoli said the announcement is a
hard blow, adding, "Everything must be done to avoid bankruptcy
and layoffs."

Air Lib's management hopes to get de Vlieger to change his mind.

Meanwhile, the French government has made clear it would no
longer subsidize the debt-laden company and has insisted that Air
Lib agree to repay EUR100 million to EUR130 million in government
loans.  The airline is also required to show more detail about
its potential financial backers before renewing its license,
which expires at the end of the month.

Founded in July 2001 out of Swissair's insolvent French
operations, Air Lib aims to reshape itself into a no-frills
carrier, amidst struggle to reduce operating costs.

CONTACT:  AIR LIB
          42 Rue F. Forest
          Imm. Le Sommet
          97122 Jarry-Baie Mahault
          Phone: +590-(0)5.90.32.56.00
          Fax: +590-(0)5.90.26.64.02


ARIANESPACE: Shareholders Wanted Control of Company
---------------------------------------------------
Two Arianespace shareholders wanted to take control of the
satellite-launching company in order to force a restructuring, La
Tribune says.

The report cited a ministerial letter dated January 15 that says
European Aeronautic Defense and Space Co and Ste Nationale
d'Etude et de Construction de Moteurs d'Aviation aim to raise
their stakes in Arianespace in order to take the helm of the
European rocket program.

EADS currently holds 10.96% of Arianespace's capital while Snecma
owns 7.83%.

Arianespace was forced to cancel its flagship scientific mission
this month because of uncertainty concerning the reliability of
the Ariane 5 launcher.  This was a month after its Flight 157
rocket exploded shortly after take-off from French Guyana.

The explosion of the rocket, deemed as one of the biggest blows
in the history of the European space program, is also considered
as a big blow to the consortium's launch towards profitability.
The company posted net losses of EUR193 in 2001, but hoped to
report profit this year despite further losses for the other
year.

The consortium struggling amidst fierce price competition and
huge overcapacity in the space transport market.


DAEWOO-ORION: ThyssenKrupp Proposes Takeover of Operation
---------------------------------------------------------
Authorities in the Lorraine region are currently reviewing the
takeover proposal of ThyssenKrupp AG for the Daewoo-Orion
television tube factory in Fameck.

A report of AFX cited a source close to the regional council
saying the transaction would at least lead to the reinstatement
of jobs that have been lost and it might even create up to 300
new jobs.

The acquisition is to be made through ThyssenKrupp's Presta
France unit.

It is noted that ThyssenKrupp Presta France already has a plant
at Florange, Moselle, where it makes steering wheel columns.

A report from RTL radio earlier said a German auto company is in
talks with local authorities over the takeover of Daewoo-Orion.
It says the move could lead to the reinstatement of 170 jobs.

Daewoo-Orion, which is owned by South Korean auto manufacturer
Daewoo, was declared bankrupt after a large fire consumed 30-40%
of the plant.

The plant is to be wound up, and negotiations with local
authorities over the future of the 550 employees of the plant
were set on Wednesday in Lorraine.

CONTACT:  DAEWOO ORION S.A. (DOSA)
          Ave. De L' Europe 54350,
          Mont Saint Martin, France
          Phone: 33-3-8225-2525
          Fax: 33-3-8225-2500


FRANCE TELECOM: Revenues Increased in Line With Forecasts
---------------------------------------------------------
Orange and Wanadoo continued to maintain sustained growth in
2002, with revenues increasing 11.7 percent and 30.4 percent,
respectively, on a pro forma basis.

Orange: positive ARPU trends in France and the U.K. Businesses
recentered on high value-added market segments.
Wanadoo tripled number of broadband customers in Europe in one
year, exceeding 1 million customers in France.

France Telecom's market share in Fixed-Line Telephony stabilized:
80.9 percent for local calls and 64.3 percent for long-distance.
Decline in revenues from Fixed-Line, Voice and Data Services in
France were kept to a loss of 5.2 percent on a pro forma basis at
December 31, 2002.
With 1.4 million broadband customers in France, France Telecom
exceeded year-end objectives; ADSL becomes a mass market
solution. Broadband revenues tripled compared to the previous
year, reaching 395 million euros at December 31, 2002.

France Telecom group customer base increased 8.1 on a pro forma
basis to reach 111.7 million customers.

TOP program kicks off, with all 100 projects already launched.
As a result of efforts made in the fourth quarter, France Telecom
confirms that its 2002 EBITDA will be substantially higher than
the market consensus and that its capital expenditure will be
lower than anticipated.

To see France Telecom's Consolidated Revenues:
http://bankrupt.com/misc/ConsolidatedRevenues.htm

France Telecom's consolidated operating revenues were 46.6
billion euros in 2002, representing annual growth of 8.4 percent,
in line with objectives. Revenue growth came from international
operations, which experienced a 24.9 percent increase, notably
following the consolidation from April 1, 2002 of the Polish
operator TP Group. France Telecom's customer base increased 8.1
percent to 111.7 million customers at December 31, 2002, on a pro
forma basis.

On a pro forma basis and using constant exchanges rates (1),
revenues increased 2.9 percent at December 31, 2002. This
reflects an 8.1 percent growth in revenues from international
operations. Revenues from domestic operations were stable overall
as the increase of revenues from wireless and internet operations
offset the decline in revenues from conventional fixed-line
activities.

Orange: positive ARPU trends and refocus on high value added
customers

Orange consolidated its leadership in France and the United
Kingdom, recording positive ARPU (Average Revenue Per User)
trends in both markets. In a mature wireless market, Orange added
3.6 million net new customers and, on a pro forma basis, saw a
13.6-percent rise in network revenues, the core of its business.
At the same time, Orange recentered its activities on higher
value-added market segments and consolidated customer loyalty.

Orange revenues contributed to France Telecom amounted to 16.7
billion euros at December 31, 2002, up 11.7 percent on a pro
forma basis. Network revenues were 15.5 billion euros, an
increase of 13.6 percent. Subsidiaries controlled by the Orange
group had 44.4 million customers at December 31, 2002, an
increase of 9 percent, with 3.6 million new customers in one
year. Non-voice revenues were 1.7 billion euros at December 31,
2002 and now represent 10.8 percent of network revenues.

Orange France continued to experience sustained growth as
revenues increased 9.6 percent to 7.2 billion euros at December
31, 2002. Network revenues in France increased 12.1 percent.
Orange France's customer base stood at 19.2 million at December
31, 2002, a 7.8 percent increase. Orange France added 1.4 million
net new customers during the year and reinforced its leadership
with a market share of 49.8 percent at December 31, 2002. This
represents a 1.6-percent increase compared to December 31, 2001
(48.2 percent). Similarly, ARPU confirmed during the fourth
quarter, the improving trend seen since the beginning of 2002 as
the rate of decline stood at -3.8 percent at December 31, 2002,
versus -8 percent for 2001. ARPU benefited in particular from the
increased share of contract customers at Orange France which
amounted to 55.6 percent at the end of 2002 compared with 53
percent at the end of 2001. In addition, non-voice  network
revenues increased 27 percent during 2001 with 520,000 customers
signing up for the "Orange sans limite" mobile multimedia service
since May 2002.

Orange U.K. had revenues of 5.9 billion euros at December 31,
2002 on a pro forma basis, an increase of 12.7 percent compared
with December 31, 2001. Network revenues from the U.K. increased
16.4 percent on a pro forma basis at December 31, 2002. Orange
U.K. had 13.3 million customers at December 31, 2002, a year-to-
year increase of 7.5 percent. Orange U.K. gained an additional
925,000 customers in 2002. As in France, this trend reflects a
refocusing on market segments with the highest added value. The
share of contract customers at Orange UK increased 1.4 points to
31.8 percent. ARPU increased 5.7 percent in 2002, compared with a
12.1-percent decline in 2001. This significant improvement is
related, in particular, to the increase in non-voice services
which represent 64 percent of ARPU growth in the U.K.

Orange revenues excluding France and the U.K. increased 22.6
percent on a historical basis. These activities benefited from
the transfer to Orange from July 1, 2002 of the 71.25-percent
share in MobiNil held previously by France Telecom. On a pro
forma basis, growth was 14.7 percent at December 31, 2002,
reflecting a 12.6 percent increase in the customer base, which
reached 11.8 million at December 31, 2002, from 10.5 million a
year earlier. This growth was generated by the development of
European operations.


Wanadoo: sustained growth of broadband customer base in Europe

Wanadoo pursued its rapid growth as revenues contributed to
France Telecom, on a pro forma basis, increased 30.4 percent at
December 31, 2002. This significant growth came mainly from
internet access services, which accounted for nearly half of
Wanadoo's 2002 revenues, compared with one third in 2001.
Wanadoo's active customer base reached 8.5 million at December
31, 2002, compared with 6 million a year earlier. The increase of
2.5 million customers was due to the addition of 1.5 million
customers from internal growth, and one million subscribers
following the acquisition of Spanish ISP eresMas, fully
consolidated from November 1, 2002.

The broadband customer base grew very rapidly, increasing 152.1
percent to reach 1.374 million broadband customers at December
31, 2002, compared with 545,000 a year earlier. Broadband
customers represented 16 percent of the total Wanadoo customer
base at December 31, 2002, up from 8 percent at December 31,
2001. This shift to high-speed service resulted in an increase in
ARPU in all markets during the fourth quarter of 2002.

In France, Wanadoo had 3.9 million customers at December 31,
2002, representing annual growth of 30.8 percent. Two-thirds of
this increase came from broadband subscribers. Wanadoo added
300,000 new customers for its ADSL service in France during the
fourth quarter reaching one million customers at December 31,
2002. During the month of December alone, over 150,000 eXtense
packs were sold. ARPU rose 13.5 percent in 2002.

In the U.K., Freeserve recorded a 162.1-percent increase in
revenues from Internet access in 2002. This reflects growth in
the active customer base, which totaled 2.6 million at December
31, 2002, representing 14.7-percent annual growth. Revenues also
increased thanks to sustained growth in the proportion of
subscribers to pay services, representing 38 percent of the total
customer base at end December 2002, up from 28 percent at end
December 2001.

Revenues from Portals declined 7.2 percent while e-commerce
revenues increased 33.3 percent. Alapage recorded 235,000 orders
in December 2002, including 90,000 the week before Christmas.
Revenues from Directories increased 4.6 percent, due in
particular to a 13-percent increase in revenues from online
directories in France.


Fixed-Line, Voice and Data Services - France: decline in revenues
contained, share of local fixed-line market stabilized

Revenues contributed by Fixed-Line, Voice and Data Services in
France declined 5.2 percent at December 31, 2002 on a pro forma
basis, due mainly to a 7-percent decrease in revenues from fixed-
line telephony services.

France Telecom's market share of local traffic, which was
affected at the beginning of the year by the automatic transfer
to competitors of local traffic from customers who opted for
carrier preselection, experienced a much less unfavorable trend
during the second half. France Telecom's share of the local call
market was 80.9 percent at December 31, 2002, compared with 82.7
percent at June 30, 2002 and 96.9 percent at December 31, 2001.
France Telecom's share of the long-distance market (domestic and
international) remained virtually stable at 64.3 percent in
December 2002, compared with 64.6 percent at end December 2001.

Call plans experienced rapid growth, increasing 38 percent to
reach approximately 6.8 million subscriptions at December 31,
2002. The launch of new local and domestic long-distance call
packages - "Les Heures France" - in July met with widespread
success and accounted for 80 percent of the net increase in
subscriptions during the fourth quarter.

Other services generating customer loyalty and higher telephone
traffic levels, such as the Top Message voicemail service, also
enjoyed significant development with nearly 5.8 million customers
at December 31, 2002, representing year-to-year growth of 82
percent. The total number of telephone lines remained stable at
34.1 million at December 31, 2002.

Revenues from online services and Internet access were down 2.2
percent on a pro forma basis at December 31, 2002, due to the
ongoing decline in revenues from Minitel. Revenues from low-speed
internet access calls invoiced directly by France Telecom
declined by 10.7 percent. These decreases were largely offset by
the extremely robust growth of revenues from ADSL broadband
internet (up 109 percent for 2002, excluding Wanadoo billings),
reflecting the rapid increase in the number of ADSL connections.

The number of consumer subscriptions for ADSL broadband service
in France (including Wanadoo ADSL subscriptions) more than
tripled to reach 1.359 million at December 31, 2002, up from
408,000 a year earlier. This growth rate accelerated sharply
during the fourth quarter, when 521,000 new subscriptions were
sold. This followed an average of 143,000 subscriptions for each
of the first three quarters of 2002. France Telecom comfortably
surpassed its target of 1.3 million ADSL subscriptions at
December 31, 2002.

With 1.4 billion customers at the year's end, ADSL provides a new
growth stream for the group. The sales rate for ADSL accelerated
considerably during the last quarter, confirming ADSL is becoming
a mass market with robust growth potential. This reflects both
the energetic performance of sales teams during the last quarter
of 2002 and the strength of France Telecom's technological
capabilities.

Revenues from carrier services (interconnection of domestic and
international operators) declined 18.2 percent at December 31,
2002. This drop was due primarily to lower prices in the 2002
interconnection rates catalogue and to the roll-out of networks
by competing operators.

On a pro forma basis, revenues from corporate services increased
1.7 percent in 2002. Excluding the impact of revenues from other
domestic operators, revenues from corporate network services were
up 8.5 percent. Growth was driven by the rapid development of
managed network services which include customer network
management and supervision services in addition to provision of
data networks.

Fixed-line, Voice and Data Services - Outside France: strong
growth in revenues due in part to the consolidation of TP SA

On a historical basis, revenues from International Voice and Data
Services recorded an increase of 34 percent at December 31, 2002
versus December 31, 2001. This increase reflects the combined
effects of several changes in scope of consolidation, including
the consolidation of Equant as of July 1, 2001, the accounting
for Telecom Argentina using the equity method as of December 21,
2001 (previously consolidated using the proportionate method) and
the full consolidation of the Polish operator TP Group (TP SA and
its subsidiaries) as of April 1, 2002.

On a pro forma basis and using constant exchange rates, revenues
contributed by International Voice and Data Services advanced 1.5
percent for the full year, following an increase of 0.6 percent
at end September 2002.

Equant:

On a pro-forma basis, Equant revenues contributed to France
Telecom stood at 2.8 billion euros at December 31, 2002, a
decline of 5.5 percent compared to the previous year. Direct
sales from Network Services continued to grow, with an annual
increase of 5.9 percent (on a pro-forma basis). Revenues from
Network Services accounted for 53 percent of Equant's total
revenues in 2002. Integration Services improved significantly in
the second half of 2002, with a 3.9 percent increase, that
followed a sharp downturn, linked to the general economic
slowdown, observed in the first half of 2002 (-20.8%). Revenues
contributed by SITA showed a decrease of -2.2 percent due to
lower prices applied in 2001 and 2002.  The order book for the
year 2002, including contract renewals, stood at 2.1 billion
dollars, which included 1.6 billion dollars from Network
Services, which saw a significant improvement in its order book
for the fourth quarter (an increase of 19 percent) compared to
the average of the three preceding quarters. Furthermore, Equant
has pursued initiatives to reduce costs and showed a positive
cash balance of 444 million dollars at December 31, 2002, an
increase of 71 million dollars compared to the previous year.

TP Group :

TP Group contributed 3.5 billion euros to consolidated revenues
for the Fixed-line, Voice and Data Services - Outside France
segment in 2002, representing nine months of operations, from
April to December. On a pro forma basis, growth over the previous
year was 4 percent. Fixed-line services, which represent
approximately 80 percent of the total revenues contributed to TP
Group, declined 3.3 percent. The Polish operator had 10.8 million
fixed-line telephony customers at December 31, 2002, representing
a year-to-year increase of 3.4 percent. The decrease in revenues
from fixed-line services was more than offset by the rapid growth
of its PTK Centertel subsidiary's mobile services, which posted a
55.6-percent increase in revenues during the last nine months of
2002. PTK Centertel had 4.5 million wireless customers at the end
of the period, up from 2.8 million at December 31, 2001, a rise
of 60.8 percent. PTK Centertel recorded remarkable growth in its
market share, which rose from 27.8 percent at end 2001 to 32.1
percent at December 31, 2002. In addition to the rapid
development of wireless services, TP Group benefited from robust
growth in the Internet market with 1.5 million active customers
at December 31, 2002, an annual rise of 18.3 percent.


TOP Program kicks off

Within the framework of FT2005, France Telecom launched the TOP
program to improve operating performance at the beginning of
January 2003. The TOP program is expected to contribute to the
reduction of the France Telecom group's debt by increasing
aggregate cash flow between 2003 and 2005, with the goal of
generating 3 billion euros in free cash flow in 2003 to pay down
debt.
A total of 100 TOP projects have already been launched. These
projects are grouped within core initiatives overseen directly by
the Executive Committee and a centralized Top Program management
committee. The main performance indicators are in the process of
being identified.
France Telecom will report quarterly on progress achieved by the
TOP program, which is now entering its operational phase.

Outlook: as a result of efforts made in the fourth quarter,
France Telecom confirms that its 2002 EBITDA will be
substantially higher than the market consensus and that its
capital expenditure will be lower than anticipated.

France Telecom's 2002 revenues are in line with previously
announced estimates. Results for the fourth quarter confirm
sources of revenue growth and justify France Telecom's optimism
for 2003. Initial figures from the fourth quarter indicate the
Group's growth will continue in line with objectives thanks to
growth businesses, including ADSL and wireless.
For 2003 France Telecom will continue to expand its businesses,
spurred by the success of wireless and internet activities.
Orange expects to experience sustained growth in a more mature
market, by refocusing on higher value-added customers, and
Wanadoo expects to post annual growth of 25 to 30 percent.
Broadband should prove to be a source of growth, offsetting the
measured decline in revenues from fixed-line telephony in France.
Revenues from international voice and data services should
continue to grow at the same pace as in the fourth quarter of
2002.

KEY CONSOLIDATED FIGURES AT DECEMBER 31, 2002

At December 31, 2002 the France Telecom group (including
companies in which France Telecom holds a controlling interest)
had a total of 111.7 million customers, broken down as follows:

                         Customers (in millions)  Countries

Wireless Communications           49.9              20

Fixed-Line Telephony              49.5              10

Internet Access (active customers)10.1              12

Cable Networks                     2.2               2


The customer base continues to increase at a steady pace. At
December 31, 2002, the France Telecom Group had 8.4 million
additional customers (on a historical basis) compared with the
end of December 2001, representing year-to-year growth of 8.1
percent. The customer base expanded at a sustained rate during
the fourth quarter of 2002, with an increase of 2.7 million
customers . The number of active customers for wireless services
increased by 1.68 million and the number of active customers for
internet services increased by 675,000 during the fourth quarter
of 2002. Fixed-line services in Europe (excluding France) added
287,000 customers, due in part to the development of operations
in Spain and Poland.

(1) Comparison using the same scope of consolidation for France
Telecom as at December 31, 2001 and constant exchange rates
(unaudited pro forma figures).
(2) On a pro forma basis, including notably the de-consolidation
of fixed-line and wireless operations in Argentina, and the
consolidation as of April 1, 2002 of the Polish operator TPSA.


METALEUROP NORD: Court Grants Three-Month Reprieve
--------------------------------------------------
The Bethune district court placed Metaleurop Nord in compulsory
administration, granting it three months of reprieve.

The company, however, is still faced with a major problem: the
extremely high pollution levels at its site in Noyelles-Godault,
which make it an unattractive proposition to potential buyers.

Despite the adoption of a new system of lead production from
recycled material with the aim of cutting down on emissions,
tests have shown alarming levels of dioxin, prompting government
requests for an immediate improvement.

The company is also pressured to rapidly implement its redundancy
plan, first announced last July.  The program will involve cutting
265 employees from a workforce of 830.

Meanwhile, reports say if a buyer cannot be found for the site
within the next few weeks, the court could simply cut the process
short and rule for a winding-up.

Following the announcement of receivership, French minister for
urban affairs Jean-Louis Borloo said he plans to include the
Noyelles-Godault coal basin in the 40 or so regions which have
been declared free-trade areas in an effort to aid their economic
recovery.

Moreover, the French government has reserved EUR1 million to make
site of the lead and zinc factory safe in the event of default by
the group.

Ecology minister Roselyne Bachelot said that the government would
face its responsibilities in the matter, and would take care of
all aspects of safety, including buying agricultural products
unfit for consumption and monitoring underground water.

CONTACT:  METALEUROP
          Maxime ARNAUD
          Phone: +33 1 42 99 47 73
          Mobile: + 33 6 74 93 21 83
          Fax: + 33 1 40 75 09 63
          E-mail: maxime.arnaud@metaleurop.fr


REIMS AVIATION: Wagrapar Group Becomes Third Bidder
---------------------------------------------------
Wagrapar group has joined the list of bidders interested in
acquiring Reims-Aviation, the French aeronautics constructor
under compulsory administration.  The other parties are Ventana
of Austria and investment fund Finance Conseils Participations.

According to Les Echos, the group offered to maintain the
company's sub-contracting activity, as well as the production and
sale of the small naval surveillance aircraft F406.

If this plan is pursued, it would mean the rescue of 315 of the
company's 450 jobs.

Previously, Finance Conseils Participations wrote to the aircraft
manufacturer's administrator saying it intends to develop the
manufacture, marketing and maintenance of the company's marine
surveillance aircraft F406.  FCP said the offer would save
between 35 and 40 jobs.

Ventana, which specializes in sub-contracting for the heavy
engineering and automotive sectors, meanwhile, said it plans to
continue production of components on behalf of other aircraft
manufacturers.

Reims-Aviation has a turnover of EUR36.6 million in 2001.

CONTACT:  REIMS AVIATION SA
          Aerodrome de REIMS-PRUNAY
          BP 2745
          51062 REIMS CEDEX
          Phone: 03 26 48 46 46
          Fax: 03 26 49 13 60
          E-mail: E-Mail reims.aviation@reims-avition.fr
          Home Page: http://www.reims-aviation.com


RHODIA SA: Shareholders Demand Changes in Management
----------------------------------------------------
Rhodia shareholders are pressuring the company to undertake
changes in the French chemicals company's management, including
its board.

The Financial Times says Albert Frere's investment vehicle Groupe
Bruxelles Lambert, which owns 4.9% of Rhodia, is understood to be
seeking the departure of Chairman and Chief Executive Jean-Pierre
Tirouflet.

GBL is blaming Mr. Tirouflet for acquisitions it claims
overpriced and had unnecessarily increased leverage.

It is pushing for changes in the board on grounds of the close
ties of many board members to Rhodia, and Aventis, the Franco-
German pharmaceuticals group that owns 25.2% of Rhodia.  Aventis
formally has only two representatives in the board.

According to the report, US investors are also understood to be
involved in talks aimed at removing Mr. Tirouflet.

But minority shareholders are believed to pursue the ouster of
Mr. Tirouflet only with the backing of Aventis, which also did
not specify its stand on the plan.  Insiders, though, say it
might, if it made an exit easier.

It is understood that Aventis, which does not consider the
holding strategic, has to relinquish its stake in the company as
part of a deal with the European Commission.

Belgian investor Hugues de Lasteyrie, who holds 2.5% of Rhodia
shares, is also believed disappointed by the performance of the
management.

This despite the claims of the company that its planned asset
sales have progressed ahead of schedule and cashflow margins have
improved.

Rhodia officials say these criticisms are affecting the shares
negatively.  The shares have fallen by almost two-thirds since
GBL bought its stake in 1999.

Rhodia had interest expense of EUR106 million and a net loss of
EUR22 million during the first nine months of 2002.  It has net
debt of about EUR2 billion.


VIVENDI UNIVERSAL: Announces Organizational Change
--------------------------------------------------
Appointment of three new directors

The Board of Directors has appointed three new directors: Gerard
Bremond, Chairman and CEO of Pierre & Vacances Group, Bertrand
Collomb, Chairman and CEO of Lafarge, and Paul Fribourg, Chairman
and CEO of ContiGroup Companies.

The Vivendi Universal Board now has 12 directors, including nine
independent directors.

Strengthened governance policy: new organization for the
committees and new Internal Charter for the Board

The committees of the Board of Directors are now composed as
follows:

--  Audit Committee: Henri Lachmann (Chairman), Fernando Falco
and Gerard Bremond (independent directors only, in compliance
with the Sarbanes-Oxley Act)

--  Strategy and Finance Committee: Claude Bebear (Chairman),
Edgar Bronfman, Jr., Gerard Kleisterlee and Paul Fribourg

--  Human Resources Committee: Marie-Josee Kravis (Chairman),
Dominique Hoenn, Bertrand Collomb and Paul Fribourg

--  Corporate Governance Committee: Claude Bebear and Edgar
Bronfman, Jr. (Co-chairmen), Marie-Josee Kravis and Bertrand
Collomb.

The Board examined the most recent recommendations on corporate
governance in France and the United States (the Bouton report in
France and the Sarbanes-Oxley Act in the U.S.A.). Having done so,
and on the recommendation of the Corporate Governance Committee,
it adopted an Internal Charter to apply to the Board's workings.

The objectives of the charter are to:

-- set out the composition of the Board, in order to
    guarantee the independence of its decisions;

-- define the Board's role and powers and to reinforce its
    control measures;

-- optimize the functioning of the Board by defining the
    organization of its meetings, its right to information and
    the work to be performed by its committees;

-- serve as a reference for the regular assessment of its
    functioning that the Board will have to carry out;

-- set out rules for transactions involving the company's
    securities; and

-- more generally, ensure that the company's management
    adheres to all applicable regulations guaranteeing
    compliance with the fundamental principles of corporate
    governance.

These new corporate governance rules contribute to achieving the
objectives of transparent and clear information that Chairman and
CEO Jean-Rene Fourtou set out on behalf of the company in July
2002.

Note to Editors: Brief biographical information follows on the
Directors named to the Vivendi Universal Board.

Gerard Bremond, Chairman and CEO of Pierre & Vacances Group

Gerard Bremond joined the family business, which was involved in
the construction of housing, offices and warehouses, at the age
of 24. A lover of architecture, his meeting with Jean Vuarnet,
the Olympic ski champion, led to the creation and development of
Avoriaz, the famous ski resort in the Alpes. Afterwards, he
decided to expand his activities to other mountain and seaside
resorts and created the Pierre & Vacances Group.

After the integration of Orion, Gran Dorado, Center Parcs and
Maeva, Pierre & Vacances Group is one of the leading tour
operators in Europe.

Gerard Bremond has studied economics and management. He has also
moved into the media sector (TV and film production).

Bertrand Collomb, Chairman and CEO of Lafarge

Bertrand Collomb joined Lafarge Ciments, the French cement
subsidiary, in 1975, where he held several management positions.
Between 1983 and 1985, he served as Chairman of Orsan (the
group's Bioactivities division). He then headed the group's North
American Cement and Construction Materials operations, serving as
Chairman and Chief Executive Officer of Lafarge Corporation in
North America from 1987 to 1988. Bertrand Collomb has been
Chairman and CEO of Lafarge since 1989.

He is also currently President of AFEP, the French association of
private-sector companies, and was elected a member of the
Academie des Sciences Morales et Politiques on December 10, 2001.

Paul Fribourg, Chairman and CEO of ContiGroup Companies

ContiGroup Companies (formerly the Continental Grain Company) is
based in New York City. It is a privately owned, diversified
agribusiness company with its roots in France and Belgium. Mr.
Fribourg has been with the company for 26 years in a variety of
management positions in Europe and the United States.

He received a BA degree from Amherst College in 1976 and attended
Harvard Business School Advanced Management Program.

He is on the Board of Loews Corporation, New York University and
the Nightingale School, and is Chairman of the Lauder Institute
at Wharton Business School. He is also a member of the Council on
Foreign Relations and director of the Appeal of Conscience
Foundation.

CONTACT: VIVENDI UNIVERSAL
         Media
         Paris
         Antoine Lefort, +33 (1).71.71.1180
         Agnes Vetillart, +33 (1).71.71.3082
         Alain Delrieu, +33 (1).71.71.1086
         or
         New York
         Anita Larsen, +(1) 212.572.1118
         or
         Investor Relations
         Paris
         Daniel Scolan, +33 (1).71.71.3291
         Laurence Daniel, +33 (1).71.71.1233
         or
         New York
         Eileen McLaughlin, +(1) 212.572.8961


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


DAB BANK: Remains Positive About Reaching Break-Even Mark
---------------------------------------------------------
Germany's DAB Bank AG anticipates achieving a break-even point in
2003 despite the current poor market condition.

DAB board member Matthias Sohler said although the online bank,
owned by HVB Group AG, does not expect a sustainable recovery of
the markets this year, it still expects to reach EUR89.9 million
in targeted earnings compensating for targeted costs of EUR89.9
million.

Costs have been lowered in Germany, and the French and Swiss
businesses were sold in an effort to reach the targets.

DAB Bank, which had 460,714 customer accounts under its
management in Germany and Austria as of December 31, 2002, added
it will soon become a bank that offers advice to customers on
private investment, alongside a trading platform.

In a previous report of TCR-EU, it was noted that the group's
loss widened to EUR15.4 million in the third quarter of 2002,
from EUR12.9 million in the second. It has since taken steps to
cut costs, including selling assets such as Direct Anlage Bank
and online broker SelfTrade.


DEUTSCHE TELEKOM: Issues 5-year Bond Worth EUR1 Billion
-------------------------------------------------------
Deutsche Telekom issued a 5-year bond worth EUR1 billion aimed at
covering liquidity requirements.

The bond, with a coupon of 5.75%, matures on February 12, 2008.
It is priced to yield 230 basis points over the benchmark swaps
curve.

The issue includes a step-up clause in case of a downgrading of
the company's credit rating, the company said.

Deutsche Telekom also assured the issue will not lead to an
increase in its net debt.  The company has a target of reducing
its debt to around EUR50 billion by the end of 2003.

DZ Bank and WestLb are underwriters of the offering.

Deutsche Telekom is the no.1 telecom company in Europe and one of
the largest in the world, behind NTT and AT&T. Deutsche Telekom
is still Germany's no.1 fixed-line phone operator, with about 57
million access lines.

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

          DZ BANK
          Am Platz der Republik
          D-60325 Frankfurt, Germany
          Phone: +49-69-74-47-23-82
          Fax: +49-69-74-47-67-84
          Home Page: http://www.dg.dzbank.de

          WESTLB
          Herzogstrasse 15
          40217 Dusseldorf, Germany
          Phone: +49-211-826-01
          Fax: +49-211-826-6119
          Home Page: http://www.westlb.com


DEUTSCHE TELEKOM: Will Shed More Assets to Reduce Debt
------------------------------------------------------
Deutsche Telekom plans to unload other assets in order to meet
its target of cutting debt to between EUR49.5 billion and EUR52.3
billion by the end of the year, says AFX.

According to Deutsche Telekom chairman Kai-Uwe Ricke, its
telephone directory business DeTeMedien, its 40% stake in Russian
mobile operator MTS (Mobile Tele System), and its antenna
business could go.

DeTeMedien has reportedly attracted certain "Anglo-Saxon
investors" who are willing to be the other partner in a
transaction estimated to be worth around EUR1 billion.

The entire stake in MTS, one of Russia's largest mobile
operators, was speculated as being offered for sale last year.
But sources close to the company say it is likely that Deutsche
Telekom will only reduce its stake in the operator to around 25%.

MTS posted a net profit of US$84.3 million in the third quarter
on sales of EUR388.5 million.

The fixed line operator, which currently has EUR64 billion of
debt, recently sold its remaining six regional cable TC networks
to an investor consortium made up of Apax Partners, Goldman Sachs
Capital Partners and Providence Equity for EUR1.725 billion in
cash.


DEUTSCHE TELEKOM: Still Undecided About Fate of Fixed Line Unit
---------------------------------------------------------------
Deutsche Telekom, the telecom group currently launching a drive
to trim down debts, is still deliberating on its plan to sell its
French fixed line unit Siris.

Chairman Kai-Uwe Ricke said the group is still undecided over the
matter.  Despite being put in the line for disposal in November,
the asset may still be retained says Mr. Ricke.

Offers for the asset are not lacking though; one is reportedly
from Vivendi Universal's Cegetel.

Deutsche Telekom bought Siris in 1999 for EUR732 million, but it
wrote it down last year.  The unit posted a net loss of EUR155
million on sales of EUR241 million.

The German group is currently unloading assets to trim down debt
to between EUR49.5 billion and EUR52.3 billion by the end of the
year.

Recently, Moody's stated its belief that the financial risk for
the company will remain high because of uncertainties surrounding
their plans to reduce debt because of the ongoing cash funding
requirements of its 100%-owned subsidiary, VoiceStream.

The rating agency said it does not believe Deutsche Telekom will
not be able to reach its target for this year.  It said that
though its asset sale would raise some amount, two thirds of the
proceeds from total property sales would still add back to debt.
This is because the company will still use these assets through
sale and leasebacks of between EUR1.3 billion to EUR2.6 billion.


DEUTSCHE TELEKOM: To Launch UMTS in Third Quarter of 2003
----------------------------------------------------------
Deutsche Telekom will begin the commercial market launch of the
new mobile communications standard during the third quarter of
2003. Right from the start, around 200 towns and cities in
Germany will be equipped with the technical systems. This clearly
exceeds the minimum coverage of 25 percent of the German
population as required by the Regulatory Authority for
Telecommunications and Posts. With this announcement at the 12
Internationales Presse Kolloquium (IPK) in Berlin, Deutsche
Telekom underlined once more its leading role on the domestic and
international telecommunications market.

"I am firmly convinced that we will be just as successful with
UMTS as we have been in the past with other innovative
technologies and standards", emphasized Kai-Uwe Ricke, Chairman
of the Board of Management of Deutsche Telekom at the IPK. "In
mobile communications, UMTS broadband technology will bring about
a quantum leap similar to that experienced with the fixed
network-based rapid Internet access."

"The first mobile multimedia products based on the conventional
mobile communications standard have demonstrated that the demand
for broadband mobile communications is there", said the Federal
Minister of Economics and Labor Wolfgang Clement at the opening
of this year's IPK. "UMTS will let us exploit this potential to
the full. A leading position in the field of broadband Internet
and UMTS will have a positive pact on the German economy as a
whole."

Within the space of only two year, Deutsche Telekom has sold 3.15
million T-DSL lines, developing the innovative T-DSL technology
into a mass market product and making Germany the number one on
the European telecommunications market. With new, innovative T-
DSL product, the Deutsche Telekom Group is aiming to have four
million customers by the end of 2003. On particular success made
the leap to the next Internet generation possible: It has been
possible to overcome the emphasis on text. Still images, sound
and video clips at CD quality open up new content structures for
the Internet and tap new customer and user groups.

Debt reduction and growth

At the same time, consistent debt reduction is one of the primary
goals of the restructured Board of Management. Net debt is to be
reduced by the end of 2003 to a figure which corresponds to three
times the Group EBITDA expected for the 2003 financial year.
Deutsche Telekom has made considerable progress towards this goal
in the past few weeks and months: The placement of 120 million T-
Online shares, for example, with a transaction value of around
EUR 730 million, real estate sales amounting to approximately EUR
1.1 billion in the fourth quarter of 2002 alone and the recently
completed sale of the remaining six cable regions for EUR 1.725
billion plus the possibility of extra payments later, depending
on the development of the value of the companies sold.

"We have, I believe, largely achieved credibility on the capital
market in respect of our new aims. Just as we have in respect of
our determination to take the necessary action", said Kai-Uwe
Ricke, explaining the company's strategy.

Despite the considerably lower volume of investment of between
EUR 6.7 billion and EUR 7.7 billion for this financial year,
Deutsche Telekom will continue to be one of the largest investors
in Germany. As such, the Group is underlining the significant
role of the telecommunications sector in influencing domestic and
international investment decisions and is laying the foundation
for new services, the further development of existing offers and
the company's power to innovate.


DEUTSCHE TELEKOM: Records High Customer Growth in 2002
------------------------------------------------------
- Number of mobile phone customers served by the Group increases
by more than 25% to almost 82 million
- Record growth of T-Mobile USA customers to more than 9.9
million, over one million in the fourth quarter alone
- T-Mobile USA in leading position among the U.S. mobile
communications operators in 2002 in terms of net additions
- Mobile communications growth in Europe also continues unabated
- Well over 3.1 million T-DSL lines sold by end of year, almost a
million more than in 2001
- T-Online now with around 12.2 million customers, an increase of
14% for the whole year

In spite of the unfavorable economic climate, the past financial
year was marked by strong growth in all of Deutsche Telekom's
important product segments. In the USA and Europe, almost all
mobile companies within the Group (both majority-owned
subsidiaries and affiliates) enjoyed strong customer growth.
Thanks to our T-DSL broadband campaign, Deutsche Telekom has been
able to further expand its strategic market position. T-Online
was likewise able to further strengthen its position in the
European Internet market.

Number of customers in mobile affiliates increases by more than
25% to almost 82 million

Despite the high penetration rate already achieved in many
markets, the number of customers for all majority-owned
subsidiaries and affiliates of Deutsche Telekom and T-Mobile
International AG increased sharply by 16.5 million to a total of
81.7 million, signifying growth of more than 25%. In the
majority-owned subsidiaries in Germany, the USA, Great Britain,
Austria, the Netherlands, the Czech Republic, Hungary and
Croatia, the number of customers increased by over 8.6 million to
around 58.6 million by the end of 2002. The number of customers
served by minority holdings increased by more than 7.9 million to
23.1 million.

Within T-Mobile International AG alone, the number of subscribers
in the majority-owned subsidiaries rose from 46.7 to 53.9
million.

A large part of this sharp increase in customer numbers came from
T-Mobile USA, which recorded growth of around 41%, with over 2.9
million new customers in net terms, bringing the total to 9.9
million. T-Mobile USA thus achieved a leading position among the
U.S. mobile communications operators in 2002. This included a net
increase of over one million in the fourth quarter of 2002 alone.
Growth in the number of new contract subscribers was even
stronger at almost 1.1 million. The customer structure thus
improved further in the fourth quarter of 2002. At the end of the
year, 86 % of all T-Mobile USA customers were contract
subscribers, compared with 74 % at the same time in 2001.

The number of T-Mobile customers increased considerably in
Europe, too. T-Mobile was able to further extend its lead in the
German market in 2002. Customer growth for the whole year totaled
1.5 million and over 56% of these were contract subscribers.
783,000 new customers were added in the fourth quarter alone.
This meant that the customer base at the end of the year numbered
24.6 million.

The British company T-Mobile UK gained around two million new
customers in the course of the year, totaling over 12.4 million
by the end of 2002. The customer acquisition strategy at T-Mobile
UK also focused on improving the existing customer structure.
With approximately 141,000 new contract subscribers in the fourth
quarter, T-Mobile UK once again achieved a large increase
compared to the previous quarter.

The number of customers served by T-Mobile CZ in the 2002
financial year increased by more than 0.6 million to 3.5 million;
T-Mobile Austria maintained its customer level at over 2.0
million despite a major restructuring of the customer base.

The figures for consolidated companies include the Dutch company
Ben with over 1.4 million subscribers at the end of 2002. As part
the rebranding of the Group, Ben will be renamed T-Mobile NL in
the first quarter of this year.

High growth rates for T-DSL continue
The trend towards broadband in the fixed network continues
unabated, as reflected in the high levels of demand for T-DSL and
T-ISDN. The number of T-DSL lines sold increased by almost one
million in the course of the year to well over 3.1 million by the
end of 2002 - a rise of almost 41 %. Germany was thereby able to
extend its lead in broadband DSL provision among Western
industrialized nations.

In spite of the very high penetration already achieved, demand
for T-ISDN continued to grow. The number of channels in use in
Germany increased from around 20.4 million to 22.4 million. In a
corresponding development, the number of analogue lines in the
German fixed network shrunk - primarily a reflection of the
substitution effect and a trend that was also apparent in T-Com's
Eastern European affiliates.

12.2 million customers for T-Online
A total of approximately 12.2 million T-Online customers at the
end of 2002 - an increase of 1.5 million compared to the previous
accounting period - reflected a spell of excellent growth for the
company. Of the total number of customers, around 2.2 million are
customers of foreign affiliates.

Deutsche Telekom will reveal its preliminary figures for the 2002
financial year as part of a press conference at the CeBIT trade
show on 10 March. The range of information presented will largely
correspond to that previously made available at Deutsche
Telekom's April Press Conference on Financial Statements. For
this year's press conference, however, no complete, audited
financial statements will be presented. This demonstrates how
Deutsche Telekom is continuing to push ahead with its efforts to
keep the capital markets and the public up-to-date and fully-
informed on the developments of the previous reporting period.
More information on important upcoming dates can be found at
http://ww.telekom.de/investor-relations

To see Comparative Figures:
http://bankrupt.com/misc/Deutsche.gif


HVB GROUP: Presents Strategic Business Plans for 2003
-----------------------------------------------------
The Board of Managing Directors of HVB Group presented to the
Supervisory Board the bank's strategic business focus on the
banking business in Europe, the re-organization of the Group's
management structure and the planned measures to improve the
bank's earning power and capital base.

In the future, HVB Group will position itself to focus on the
banking business with European private and corporate customers.
With immediate effect, HVB Group will comprise three business
segments, Germany, Austria & CEE and Corporates & Markets, with
the global business activities in the lending and capital market
business being geared to this business focus. The Activest Asset
Management Group and the Private Banking arm will be assigned to
the business segment Germany.

HVB Group's Board of Managing Directors has decided to reduce the
Group's risk assets by approximately EUR 100 billion through
2003. About EUR 57 billion will be accounted for by the envisaged
spin-off of the commercial real-estate business; a further
reduction of around EUR 45 billion will be facilitated by a
package of measures involving the disposal of participations, the
sale of entire portfolios and the securitization of assets.

The financial goals for fiscal 2003 are improvements in risk
management and further efficiency gains with a view to ensuring a
sustained improvement in operating results. In addition, by
reducing risk assets the core capital ratio (BIS) is to be
increased to up to 7%.
Changes in the Board of Managing Directors:

The function of CRO will be assigned to Michael Mendel (45),
previously
Executive Divisional Board Member in the business segment
Germany. An amicable agreement has been reached with Paul
Siebertz (54), who will resign effective March 31, 2003.

Effective April 1, 2003, the responsibility for HR will be
assumed by Dieter Rampl (55). Stephan Bub (44) will continue to
play a key role in the very important topic of reducing our risk
assets and redimensioning our operations outside Europe. One of
the goals is to transfer the infrastructure to a company with
Stephan Bub at its helm, who will leave the Group Board on
December 31, 2003.

Gerhard Randa (58) will assume the function of central COO in the
Group

Corporate Center. This new function, which will manage the
Group's IT, process and transaction resources, will pursue the
goal of realizing further synergies.

CONTACT:  HVB Group Corporate Center
          Dieter Rampl
          Speaker of the Board of Managing Directors
          (from April 01, 2003:also Human Resources)

          Michael Mendel, Chief Risk Officer
          Gerhard Randa, Chief Operating Officer
          Dr. Wolfgang Sprissler, Chief Financial Officer
          Dr. Paul Siebertz, Human Resources (until March 31,
          2003)

         Business Segments
         Stefan Bub, Corporates & Markets
         Dr. Stefan Jentzsch, Germany
         Gerhard Randa, Austria & CEE


ISH: U.S. Parent to Auction German Cable Operation
--------------------------------------------------
U.S. investment company Callahan Associates will auction
insolvent TV cable network operator Ish, the German company which
provides cable TV to approximately 4.2 million households in the
German Land of North Rhine-Westfalia.

Last year, Callahan NRW, the subsidiary that operates Ish,
applied for insolvency proceedings after closing 2001 with pre-
tax losses of EUR527 million on turnover of EUR388 million.

Callahan NRW's creditor banks, Citigroup, Deutsche Bank, JP
Morgan, WestLB and Royal Bank of Scotland, will organize the
auction and will exercise their right of lien on Ish.  These
creditors reportedly lent the company roughly EUR900 million.

CONTACT: 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 the Group
                  Executive Committee
                  Hermann-Josef Lamberti, Chief Operations
                  Officer

                  CITIGROUP
                  399 Park Ave.
                  New York, NY 10043
                  Phone: 212-559-1000
                  Fax: 212-793-3946
                  Toll Free: 800-285-3000
                  Home Page: http://www.citigroup.com
                  Contact:
                  Sanford I. Weill, Chairman and CEO

                  WESTLB
                  Herzogstrasse 15
                 40217 Dsseldorf, Germany
                 Phone: +49-211-826-01
                 Fax: +49-211-826-6119
                 Home Page: http://www.westlb.com
                 Jurgen Sengera,  Chairman Management Board

                 ROYAL BANK OF SCOTLAND
                 36 St Andrew Square
                 Edinburgh EH2 2YB, United Kingdom
                 Phone: +44-131-556-8555
                 Fax: +44-131-557-6565
                 Home Page: http://www.royalbankscot.co.uk
                 Contact:
                 Sir George R. Mathewson,
                 Chairman and Executive Deputy Chairman
                 Fred A. Goodwin, Group Chief Executive
                 Frederick I. Watt, Group Finance Director


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


CIRIO FINANZIARIA: Faces Investigation on Accounting Errors
-----------------------------------------------------------
Italian stock market regulator CONSOB is investigating Italian
agrofood group Cirio to determine whether it falsified its
accounts for 2001, subsequently risking a EUR20 million bridging
loan that a pool of banks were supposed to grant to the troubled
group.

CONSOB suspects that Cirio made an error in recording a loss of
ITL12 billion instead of around EUR500 million, which is the
result of debt, thought to be irrevocable, owed to Sergio
Cragnotti's offshore companies.

A spokesman of Sanpaolo IMI SpA, a member of the financing pool,
said it had suspended its plans to finance the group, citing that "Consob's
decision has changed the conditions on which our intervention was
based."

Sanpaolo's refusal to provide its EUR2.5 million share of the
loan could mean the agreement between Cirio and the bank pool
would be nullified and the group would risk bankruptcy.

On top of that, Cirio's minority shareholders, already irritated
by the group's failure to pay off its banks, may follow CONSOB's
example and also begin legal action.

CONTACT: CIRIO
         Phone: ++39 06 4145700
         Fax: ++39 06 4145729
         Home Page: http://www.cirio.it


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


BRE BANK: Announces Resolutions Adopted by EGM of Shareholders
--------------------------------------------------------------
The Management Board of BRE Bank SA informs of the resolutions
adopted by the 13th Extraordinary General Meeting of Shareholders
of BRE Bank SA on January 29, 2003

Resolution no. 1 concerning the merger of BRE Bank SA and Bank
"Czestochowa" SA

(i) Pursuant to Art. 492.1.1 of the Code of Commercial
Partnerships and Companies Art. 11 (k) of the By-laws of BRE Bank
SA, it is resolved to merge BRE Bank SA and Bank "Czestochowa" SA
by transferring all assets of Bank "Czestochowa" SA to BRE Bank
SA in return for shares to be given by BRE Bank SA to the
shareholders of Bank "Czestochowa" SA.

(ii) Pursuant to Art. 506.4 of the Code of Commercial
Partnerships and Companies, the Extraordinary General Meeting
approves the Merger Plan of BRE Bank SA and Bank "Czestochowa" SA
published in the Judicial and Commercial Monitor No. 196, item
10427, dated 9 October 2002

(iii) Pursuant to Art. 514.1 of the Code of Commercial
Partnerships and Companies, BRE Bank SA shall not acquire BRE
Bank SA shares in return for the shares of Bank "Czestochowa" SA
held by BRE Bank SA.

(iv) The Management Board of BRE Bank SA is hereby authorised to
indicate to the National Depository for Securities ("KDPW"), in
co-ordination with the Management Board of Bank "Czestochowa" SA,
the date which shall be the reference date ("Reference Date")
under the regulations of KDPW provided that it shall be not later
than the seventh business day after the registration of the
merger unless another date is required under legal provisions or
KDPW regulations.

(v) The Management Board of BRE Bank SA is hereby authorised to
define, in co-ordination with the Management Board of Bank
"Czestochowa" SA, detailed procedures for the allocation of BRE
Bank SA shares to the shareholders of Bank "Czestochowa" SA and
detailed terms and conditions of cash payments, and to take all
other actions necessary to implement this Resolution.

(vi) The merger shall be carried out following the receipt of all
required approvals, permissions, and court decisions necessary
under legal regulations.

(vii) The Management Board of BRE Bank SA is hereby obligated to
take all measures and actions factual and legal necessary to
implement this Resolution.

(viii) The Management Board of BRE Bank SA shall notify the
registration court of the merger of the banks within 7 days of
the receipt of the final approval, permission, or court decision
necessary for the merger.

                    ******
Extraordinary General Meeting of Shareholders of BRE Bank SA -
list of shareholders:

The Management Board of BRE Bank SA informes that during the 13th
Extraordinary General Meeting of Shareholders of BRE Bank SA on
29th January 2002 the shareholders possessing at least 5% were:

Commerzbank AG - executed 11,485,250 votes,
IntesaBCI Holding International S.A. - executed 1,134,000 votes.


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


VIA DIGITAL: Parent to Pursue Merger With Canal Satelite
--------------------------------------------------------
Telefonica SA has agreed with Sogecable SA to merge its loss-
making Via Digital arm with the latter's Canal Satelite digital
platforms under a new agreement.

The deal, which was modified to coincide with the government's
conditions, will require Via Digital's existing shareholders to
fully subscribe to the 28.98 million share issuance of Sogecable.
The offering is equivalent to 23% of the new merged group.

The new deal now allows the possibility that Telefonica's stake
in the new group could exceed that of Sogecable's core
shareholders Promotora de Informaciones SA and Groupe Canal+,
which is 16.38% in total.

But Telefonica said it will renounce the political rights on any
stake it may have if this exceeds 16.38%.

Prisa, Groupe Canal+ and Telefonica indicated they would
subscribe to a 10-year EUR50 million loan.

Sogecable will also let its shareholder participate in a EUR175
million subordinated loan issue.

Originally, Via Digital's debt is not expected to exceed EUR425
million and Sogecable's EUR705 million.  Analysts had expected
the combined company's debt to be significantly above the new
combined figure of EUR1.130 billion.

Telefonica plans to serve on Sogecable's board a minimum of three
years, appointing the same number of representatives as the other
core shareholders.


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


ALLIED STEEL: Former Workers to File Legal Claims for Pension
-------------------------------------------------------------
Workers who lost their job when Cardiff-based Allied Steel Wire
closed in July, 2002 plan to take their pension fund claims to
court.

According to BBC News, union representatives are planning to file
legal proceeding against the U.K. government over the loss of
pension funds owed to more than 800 workers of the company.

The report says the Iron and Steel Trades Confederation are
assessing the strength of their grounds, which is based on
article eight of the European Insolvency Directive of 1980.

The directive requires member states to protect pension benefits
in situations of insolvency, which the union believes successive
governments have not done.

In response, a spokesperson for the Department of Work and
Pensions said the government believed it met its obligations to
the ASW workers.

In the event that the government contests the case, it could take
several years to reach the European Courts of Justice, the report
says.

But even if the union does not go ahead with the charge,
individual workers are thought likely to pursue the matter
themselves.

Spanish steel firm Celsa bought the company with the possibility
of reinstating 600 workers at the sites later this year, but it
refused to foot the bill on the pensions deficit.


BAE SYSTEMS: To Share Aircraft Contract With Thales
---------------------------------------------------
British defense and aerospace contractor BAE Systems and the
French arms group Thales will share the almost GBP10 billion
(US$16.5 billion, EUR15 billion) contract to build two aircraft
carriers for the British government, says the Financial Times.

The decision of Britain's defense ministry brings almost to
conclusion BAE and Thales' three-year battle to complete the
contract.

But the ministry recommends that BAE becomes the main contractor
of the project, with Thales being offered at least one-third of
the project.

The proposal is yet to be finalized, but should be closed later this week.

The contract calls for the construction of two 50,000 ton ships, each
of which are capable of transporting 50 planes, deliverable by 2012 and
2015.

Last month, BAE announced of cost overruns and delays on the
GBP2.8 billion Nimrod and GBP2 billion Astute contracts with the
British Ministry of Defense.Thereafter, BAE proposed to move work
on the Type 45 Destroyer to its Clyde yards in Scotland, with the intention
of speeding up the Astute program.  The action is expected to affect 700
Barrow Shipbuilding workers.

If the work is removed from Barrow to the Clyde the Amicus,
Britain's largest private sector union estimates that a further
900 jobs will be put at risk needlessly.

CONTACT:  BAE SYSTEMS
          Airbus UK New Filton House
          Filton, Bristol BS99 7AR
          United Kingdom
          Phone: +44 (0) 117 969 3831

          BAE SYSTEMS Advanced Technology Centre
          PO Box 5, Filton, Bristol BS34 7QW, United Kingdom
          Phone: +44 (0) 117 936 6024
          Fax: +44 (0) 117 936 3733

          Contact:
          Investor Relations
          E-mail: investorrelations@baesystems.com


CORUS GROUP: Declines to Comment on Stand Regarding Swiss Steel
---------------------------------------------------------------
Anglo Dutch steelmaker Corus Group declined to comment on a
possible alliance with Swiss Steel AG, a firm seeking to merge
with another European steel company.

"We do not comment on market speculation," a company spokesman
told AFX News.

But AFX News says industry sources indicated that a merger with
the company was "wide of the mark".

"It's not something Corus would be looking to pursue," the source
said.

Corus is restructuring its U.K. and European operations.  Despite
that, Standard & Poor's Ratings Services said in November Corus'
business position remains weak, and it was expecting the to
remain behind its European rivals in terms of margins and return
on capital.

CONTACT:  Corus Corporate Relations
          Phone: +44 (0) 20 7717 4502/4505
          Corus Investor Relations
          Phone: +44 (0) 20 7717 4503/4504
          Credit Suisse First Boston
          Stuart Upcraft/Hugh Richards
          Phone: +44 (0) 20 7888 8888


IZODIA PLC: EGM Motioned Changes on Board Structure
---------------------------------------------------
A resolution passed at the recent Extraordinary General Meeting
of Izodia PLC has resulted in a change in its board of directors.

All directors appointed on or after November 8, 2002, excluding
chairman Rory Macnamara, Nicholas Measham, Colin Kingsnorth and
Francis Coulson, will be removed as directors with immediate
effect.  Macnamara, Measham and Kingsnorth will replace them, as
specified in several other resolutions.

To this effect, the board now consists of those three directors
and Coulson.

On Jan 10, the failed software maker, which is involved in a
Serious Fraud Office probe, said most of its funds are no longer
under its control.

Izodia said: "Following a preliminary investigation, it is clear
that all but a small proportion of the company's cash holdings
are no longer under the company's control," adding that the exact
whereabouts of the company's funds are still being investigated
as most of the funds have been transferred to associates of Orb
arl.

"The investigation currently in progress will be completed and
further steps will be taken seeking the recovery the company's
funds as soon as possible," Macnamara said.

CONTACT:  IZODIA PLC
          Rory Macnamara, Chairman
          Phone: 020 7747 5601

          WESTLB PANMURE
          Tim Linacre
          Phone: 020 7020 5444
          Richard Potts
          Phone: 020 7020 5121


MARCONI PLC: Admits Loss on Buckinghamshire Property Deal
---------------------------------------------------------
Telecom group Marconi admitted it had sustained a GBP500,000
loss from the sale of a Buckinghamshire manor house it bought
from its former sales manager, Charlie Foreman, less than a year
ago.

The property, which Marconi bought for GBP1.75 million, was sold
for only GBP1.25 million, says Yorkshire Today.  The information
was discovered in documents filed at the Land Registry.

According to the report, "it means the telecoms group has spent
more than GBP700,000 in 18 months on buying houses from Mr.
Foreman."

According to a report of TCR-EU in October, cash-strapped Marconi
confirmed it had spent GBP1.75 million on a luxury house in
Buckinghamshire, to honor an agreement with a sales manager who
had just been laid off by the firm. It had further disclosed
during that time it had bought another property from the same
employee.

Marconi executed the first deal when it asked sales manager
Charlie Foreman to move from London to Coventry to take up a new
role.

Marconi, which has lost 99% of its market value after embarking
on a US$8 billion buying spree, issued the update of its
financial restructuring last month.  It agreed to hand the
company to creditors to cancel more than GBP4 billion of debt.

CONTACT:  MARCONI PLC
          1 Bruton St.
          London W1J 6AQ, United Kingdom
          Phone: +44-20-7493-8484
          Fax: +44-20-7493-1974
          Homepage: http://www.marconi.com
          Contacts:
          Derek C. Bonham, Chairman
          M. W. J. (Mike) Parton, CEO
          Steve Hare, Finance Director


MOTHERCARE PLC: Senior Unsecured and Short-term Ratings Withdrawn
-----------------------------------------------------------------
Fitch Ratings withdrew the 'BB-' Senior Unsecured and 'B' Short-
term rating of Mothercare plc on grounds that the company has no
outstanding public debt securities.

The struggling retailer sells maternity, baby, and children's
clothes; nursery equipment; and toys at more than 400 stores.
Most locations are in the U.K.; more than a third are franchises
in other parts of Europe, Asia, and the Middle East. The company
also offers its merchandise through catalogs and its Web site.
Additionally, Mothercare operates more than 60 12,000-14,000 sq.
ft. superstores. Struggling from poor sales and a high turnover
of executives, the company dissolved its original umbrella
company, Storehouse, by selling its 154-store Bhs housewares
chain to Monaco-based investor Philip Green and shortly after
adopted the Mothercare name.

On its results for the 28 weeks ended October 12, 2002, the
company's loss before tax and exceptional items is GBP10.0
million (2001, GBP4.8 million profit).
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


SMG PLC: Competition Commission Inquires Into Gannett Merger
------------------------------------------------------------
(i) The Competition Commission has today sent Issues letters to
Gannett and SMG as part of its inquiry into the transfer of The
Herald, the Sunday Herald and the Evening Times from SMG to
Gannett.  An issues letter is always sent to main parties before
the Competition Commission has reached any conclusions and is
designed to highlight those matters which have been identified by
the investigating group for further consideration and to ensure
nothing has been missed.  This Statement of Issues is being made
public to inform all interested parties should there be any
further points they wish to raise with the Competition Commission
about whether any matters operate or may be expected to operate
against the public interest.

(ii) The Competition Commission is required to report on whether
the proposed transfers may be expected to operate against the
public interest, taking into account all matters which appear in
the circumstances to be relevant, and in particular the need for
accurate presentation of news and free expression of opinion.  If
the Competition Commission should find that the transfer might
operate against the public interest, it is required to consider
whether any (and, if so, what) conditions might be attached to
any consent to the transfer to prevent the transfer operating
against the public interest.  The following is an outline of the
issues relevant to our consideration of whether the transfer may
be expected to operate against the public interest.

Effect on competition

(iii) There are no main areas of overlap between Gannett and SMG.
We may, however, need to consider the extent of competition to
SMG with other U.K. titles (some with Scottish editions) as well
as Scottish titles within Scotland.  We may also wish to consider
whether any extension of the concentration of the four main
publishers in the U.K. market as a whole from England and Wales
into Scotland gives rise to concern, and whether the transfers of
the Herald group papers to a large national newspaper group not
currently in Scotland could adversely affect competition with
smaller newspapers in any way.  On the other hand, we may wish to
consider any arguments that the transfer could be pro-competitive
that may be raised with us.

Effect of the acquisition on editorial content

(iv)  In previous newspaper merger inquiries, the Competition
Commission has focussed on editorial independence as the key
factor in its assessment of the need for accurate presentation of
news and free expression of opinion.  Among the issues we need to
consider are:

(a) Whether the transfer may affect the relative influence of
central/regional management and title editors on matters such as:
 The balance between editorial content and advertising;
 Numbers of editorial staff;
 Decision on the type and range of local news stories;
 Decision on editorial stance on pursuing local campaign issues,
or on political issues; and
 The impact of commercial considerations, influence of local
advertisers or readers on such matters.
(b) The effect of the transfer on the role and contractual
position of editors, provision for editorial freedom, procedures
for resolving disputes with editors, and hiring and firing of
editors;
(c) A related issue put to us concerns the effects arising from
the position after the merger that only one paid-for daily title
circulating in Scotland (the Courier) would be in the hands of a
Scottish company based in Scotland.

Financial and organisational issues

5.  Issues we wish to consider include Gannett's plans for
developing the titles post merger and their financial prospects,
and the organisational structure intended for the SMG Titles.

Anyone wishing to comment on any of the above points is requested
to so within the next few days, by writing to:

CONTACT:  The Inquiry Secretary (SMG/Gannett)
          Competition Commission
          New Court
          48 Carey Street
          London WC2A 2JT
          E-mail: gannsmg@competition-commission.gsi.gov.uk


SUEZ SA: Declines to Comment on Sale of Water Utility
-----------------------------------------------------
Paris-based Suez SA refused to comment on the report of its
planned sale of U.K. water company, Northumbrian Water Ltd.

"We never make comments ahead of either sales or investments," a
Suez spokeswoman said.

Financial Times reported that the company is selling its 97.5%-
owned water utility business and is hoping to raise EUR3 billion
to EUR4 billion from the sale.

Le Figaro also said the group has approached several banks,
including Germany's Westdeutsche Landesbank.

The report added that Westdeutsche Landesbank, and Royal Bank of
Scotland have already examined the deal.

The two banks declined to comment, says The Daily Deal, but both
are believed to be interested in the sale of a British water
company.

Royal Bank of Scotland is understood to be looking at such
acquisitions after bidding unsuccessfully for Wessex Water Ltd.,
and being known in its involvement in the financing of other
water deals.

While Suez declined to comment on the sale of Northumbrian Water,
it confirmed, however, its intention to sell EUR9 billion worth
of non-core ssets as part of by 2004.

Suez targets to cut cost by EUR500 million this year, and a
further EUR100 million in 2004.

The group's debt, which stood at EUR28.2 billion as of the end of
June, was reduced to EUR1 billion on the way to a target of
cutting it by one-third.

Suez has reportedly hired Morgan Stanley to advise it on the sale
of Northumbrian Water.

CONTACT:  SUEZ SA
          Home Page: http://www.suez.com
          Financial analysts,
          Frederic Michelland
          Phone: +331-40-06-66-35

          in Belgium:
          Guy Dellicour
          Phone: +322-507-02-77

          MORGAN STANLEY
          1585 Broadway
          New York, NY 10036
          Phone: 212-761-4000
          Fax: 212-761-0086
          Home Page: http://www.morganstanley.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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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Information contained herein is obtained from sources believed to
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The TCR Europe subscription rate is US$575 per half-year,
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or balance thereof are US$25 each. For subscription information,
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