/raid1/www/Hosts/bankrupt/TCREUR_Public/030225.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

                 Tuesday, February 25, 2003, Vol. 4, No. 39


                              Headlines

* A U S T R I A *

PLAUT AG: Long-Term Corporate Credit Rating Withdrawn

* C Z E C H   R E P U B L I C *

UNION BANKA: Might Lose Operating License, Face Bankruptcy
UNION BANKA: Attracts Interest From Several Possible Buyers

* F R A N C E *

COMPAGNIE GENERALE: Loss of Ship Has No Affect on Credit Quality
FRANCE TELECOM: Denies Rumors About Share Capital Increase Date
VIVENDI UNIVERSAL: Meheut Replaces Farrugia in Television Unit

* G E R M A N Y *

ALLIANZ AG: Still Undecided Whether to Pay Dividend, Says CFO
BERTELSMANN AG: Reiterates Commitment to Record Unit
DEUTSCHE TELEKOM: Long-term Debt Rating Assigned to Bond Issue
THYSSENKRUPP AG: Credit Rating Downgrade to Cost EUR20 MM a Year
THYSSENKRUPP AG: S&P Lowers Credit and Unsecured Debt Ratings

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

GETRONICS N.V.: Board Steps Down on Management Disagreement
GETRONICS N.V.: To Report Lower Than Expected EBITA on Update
KPN: Sells Belgian Internet Provide to Scarlet Telecom
UNITED PAN-EUROPE: Announces Confirmation of Reorganization

* N O R W A Y *

PETROLEUM GEO: Will Announce Fourth Quarter Results on Wednesday

* P O L A N D *

BRE BANK: Intends to Make Contribution in Kind for CERI

* S P A I N *

AVANZIT SA: Corpfin Capital Withdraws Offer, Future Uncertain

* S W E D E N *

ABB LTD.: Decides to Sell Stake in Moroccan Company

* U N I T E D   K I N G D O M *

AQUILA INC.: Moody's Investors Service Downgrades Ratings
BAE SYSTEMS: Moody's Downgrades Long- and Short-Term Debt Ratings
BAE SYSTEMS: Fitch Lowers Senior Unsecured and Short-term Ratings
BAE SYSTEMS: Faces Employee Protest Over Retirement Benefits
BAE SYSTEMS: S&P Retains Ratings on CreditWatch Negative
BUZZ: GMB Union Says Ryanair Will Cut 400 Jobs on Take Over
CARRICK JEWELLERY: To Halve Workforce as Countermeasure
DE LA RUE: Issues Third Profits Warning in Seven Months
HP BULMER: CVC Approaches Company Regarding Possible Takeover
INVENSYS PLC: Outlook on Unsecured Debt Rating Changed to Stable
TWR GROUP: Axes Hundreds of Jobs, Hunt for Buyer Continues


=============
A U S T R I A
=============


PLAUT AG: Long-Term Corporate Credit Rating Withdrawn
-----------------------------------------------------
Austrian IT service and consulting group Plaut AG requested
Standard & Poor's Ratings Services to withdrew its 'B' long-term
corporate credit rating on the company.

Plaut requested the withdrawal of the rating as it does not
intend to access the capital markets in the near term, and thus
would not need to maintain public ratings.

The rating had been placed on CreditWatch with negative
implications on Dec. 11, 2002, due to "continuing negative free
cash flow generation deriving from depressed market conditions
and high working capital requirements."

The rating agency noted that the group's cash reserve dwindled
from EUR19 million at the end of 2001 to EUR13 million at
September 30, 2002.  It also observed that the company had
already used EUR16 million of its EUR25 million 365-day bank
lines.


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


UNION BANKA: Might Lose Operating License, Face Bankruptcy
----------------------------------------------------------
Ostrava-based Union Banka faces bankruptcy at the possible loss
its operating license due to the lack of enough money to pay
employees' salaries.

Last Friday, the Central bank said it launched administrative
proceedings against UB for withdrawing its banking license.

Union Banka has until March 3 to comment on the situation.

Invesmart CEO Paolo Catafamo confirmed it is short of money to
pay wages, says Prague Business Journal.  This might result in
revoking UB's banking license, according to government officials.

The danger of bankruptcy came after the Finance Ministry denied
the request of the bank's new owner, Italian company Invesmart,
for CZK1.5 billion (US$50.7 million) of new capital to the bank.

According to a report of TCR-EU in October last year, Invesmart
has requested state assistance in resolving the bank's portfolio
of bad loans, many of which were taken over from failed banks
Ekoagrobanka, Banka Skala, Evrobanka, and Foresbanka.

The Central Bank has no plans of imposing administration on Union
Banka, which they consider too small to threaten the banking
sector, according to the recent report.

"Union banka's position on the market is not important enough to
make its problems shake the Czech financial system," said
Komercni banka analyst Jan Vejmelek.


UNION BANKA: Attracts Interest From Several Possible Buyers
-----------------------------------------------------------
There are parties interested in acquiring the troubled Ostrava-
based bank owned by Italian group Invesmart, according to
reports.

Mlada fronta Dnes MfD says some banks wants the branch network of
Union Banka, while daily Pravo says Austria's Raiffeisenbank and
Italy's Unicredito eye at least part of UB's assets and
liabilities.

According to Pravo, Kamil Ziegler, head of the Prague office of
Raiffeisenbank, "We've been monitoring the whole situation and
made concrete steps. A few scenarios have been worked out taking
into consideration what is going to happen."

Union banka closed its branches throughout the Czech Republic,
suspended payments and restricted the use of its credit cards on
Friday after the bank admitted it had financial difficulties.

Union banka has about 100 branches, around 250,000 clients and
deposits of more than CZK 20 billion, approximately CZK1 billion
less than the amount held at the start of the previous year.


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


COMPAGNIE GENERALE: Loss of Ship Has No Affect on Credit Quality
----------------------------------------------------------------
Standard & Poor's says the loss of Mistral, an off-shore seismic
ship, will not affect France-based Compagnie Generale de
Geophysique's credit quality.  Consequently, the rating agency
affirmed its 'BB' long-term corporate credit rating on the
largest seismic equipment producer and the third-largest player
in seismic services worldwide.

The loss of one of its off-shore seismic ships in December 2002
"will have a limited impact on the company's credit quality, as
its insurance coverage is adequate and insurance proceeds from
the lost ship will be used to pay down debt," said Standard &
Poor's credit analyst Eric Tanguy.

The rating, however, was removed from CreditWatch, where it had
been placed on Dec. 23, 2002. The outlook is negative to reflect
that difficult industry conditions will continue in 2003.

It also reflects expectation that the significant contribution of
Sercel, its profitable equipment manufacturing subsidiary, to
positive earnings will slightly diminish this year," according to
Mr. Tanguy.

CGG's net debt is expected to further decrease in 2003, as free
cash flow generation and insurance proceeds from the loss of the
Mistral are used to reduce debt.

S&P warns that any significant cash or debt-financed acquisition
of assets or companies could put pressure on the current rating.


FRANCE TELECOM: Denies Rumors About Share Capital Increase Date
---------------------------------------------------------------
France Telecom denied reports circulating that its share capital
increase, which is expected at EUR15 billion, will be launched on
February 25.  The rumors sent shares in the company diving
sharply in the afternoon of Friday.

Mr. Breton announced last week that the capital increase is
expected to take place "as soon as possible", but not before the
publication of the operator's 2002 earnings on March 5.

"These rumors are completely unfounded. No decision has yet been
taken - no bank has been chosen as an advisor, for example - and
we are still considering the three windows of opportunity (for a
rights issue) announced by chairman Thierry Breton, which are
spring 2003, autumn 2003 and spring 2004," said spokesman Bruno
Janet.

One Paris dealer also expressed his doubts on the issue saying,
"There are rumors of a capital increase which could take place on
February 25 at EUR18 (per share) but we think it's dubious
because it's so precise."

According to him, some investors also believe these reports are
being circulated only to "provide short covering at a bargain
price."

In December, following an in-depth study of the group's
activities and finances, France Telecom announced EUR15 billion
capital increase to de-leverage the company's balance sheet.

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


VIVENDI UNIVERSAL: Meheut Replaces Farrugia in Television Unit
--------------------------------------------------------------
Canal Plus chairman Bertrand Meheut will replace the newly
resigned chairman of Canal Plus' television unit Dominique
Farrugia.

Mr. Meheut, former financial director, succeeded Xavier Couture
as chairman of Canal Plus, a unit of Vivendi Universal.  The news
triggered reports of a sell-off of the pay-TV station in the
light of its parent company's asset disposal program.

Vivendi Universal did sell an 89% stake in Canal+ to Thomson
Multimedia, but reiterated that Canal+ is not up for sale, and it
retains its place in Vivendi Universal.

In a statement to employees clearing the issue, Vivendi Universal
chairman Jean Rene Fourtou said he asked Mr. Meheut to takeover
the chairmanship of the group in its belief that Canal+
restructure, improve its productivity, and rethink its editorial
line.


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


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


ALLIANZ AG: Still Undecided Whether to Pay Dividend - CFO
---------------------------------------------------------
Allianz AG chief financial officer Paul Achleitner reiterated the
importance of paying dividends, but said the matter has not been
decided yet.

It is noted that in November Allianz said it should be able to
keep its dividend unchanged in 2002 from the year earlier unless
unforeseen events take place.

Allianz AG is currently under pressure to boost its capital due
to the continuing slump in the world equity market.  There had
been rumors that the financial services company has plans of
drawing up emergency plans to tap the equity market for more than
EUR5 billion in the event that share prices drop significantly
further.

Analysts expect the rights issue to come with non-core assets
disposals.  The management, though, could opt to curtail the rate
at which the firm writes new business to counter the slump in the
equity market.


BERTELSMANN AG: Reiterates Commitment to Record Unit
----------------------------------------------------
Bertelsmann AG remaines committed to its record unit Bertelsmann
Music Group, the company said in response to reports that is
likely sell the unit after absorbing the impact of its USD2.74
billion purchase of independent music company Zomba Records.

Supervisory board and company sources reportedly told the
newspaper that a sale of BMG is under consideration and that
there is also a chance to resurrect the failed merger with the
U.K.'s EMI Group PLC.

EMI, Bertelsmann and BMG declined to comment according to the
report.

However, it is known that the possible merger is a potentiality
that has been discussed off and on for several years.

The European Union blocked the last attempt on grounds that the
combined entity would amount to monopoly of the European recorded
music market.

Bertelsmann is currently selling its science and business
publishing unit in order to lower debt, speculated at around EUR4
billion at the end of 2002.

The company's debt ballooned after Zomba exercized a 'put' option
worth US$3 billion for Bertelsmann to acquire the remaining
shares in Zomba last year.

In June it dropped a planned EUR1-billion bond sale due to market
conditions.

CONTACT:  BERTELSMANN AG
          Carl-Bertelsmann-Strasse 270
          D-33311 GAtersloh, Germany
          Phone: +49-5241-80-0
          Fax: +49-5241-80-9662
          Homepage: http://www.bertelsmann.de
          Contacts: Gunter Thielen, Chief Executive Officer
                    Siegfried Luther, Chief Financial Officer


DEUTSCHE TELEKOM: Long-term Debt Rating Assigned to Bond Issue
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB+' long-term
debt rating to Deutsche Telekom International Finance B.V.'s
guaranteed EUR2.3 billion ($2.5 billion) issue of mandatory
convertible 6.5% bonds that matures in June 2006.

Peter Kernan, credit analyst and head of the European telecoms
group at Standard & Poor's Corporate Ratings Europe explains that
the rating concerns only the payment of interest and the bonds'
conversion into shares, and excludes the principal, which will be
directly linked to the market value of Deutsche Telekom's equity.

Standard & Poors will analytically exclude the convertible bonds
from Deutsche Telekom's net debt calculation, but will include
the interest coupon (about EUR150 million per year) in Deutsche
Telekom's fixed-charge coverage measures.  The reason for the
exclusion is the expectation that the bonds will be converted
into shares, and thus, will not be repaid in cash.

The corporate credit ratings on Deutsche Telekom continue to be
underpinned by the expectation that the group can deliver on its
demanding free operating cash flow.

The rating agency noted that Deutsche Telekom now generates
generating sustainable FOCF and targeting FOCF of EUR5 billion to
EUR6 billion per year from 2003.

S&P cautions that the key operational challenges, which could
threaten Deutsche Telekom's ability to meet its cash flow
targets, include: the introduction of local call carrier
preselection in 2003, a challenging macroeconomic environment in
all of the group's key markets, and uncertainties about the
medium-term performance of its subsidiary, Voicestream Wireless
Corp.


THYSSENKRUPP AG: Credit Rating Downgrade to Cost EUR20 MM a Year
----------------------------------------------------------------
Standard & Poor's downgrade of ThyssenKrupp's credit rating to
non-investment grade status will cost the German industrial
conglomerate EUR20 million a year, Chairman Ekkehard Schulz
disclosed at Thyssen's AGM.

The rating agency last week downgraded ThyssenKrupp's previous
rating two notches to BB+.  S&P has also lowered the issue rating
for the outstanding ThyssenKrupp bonds to "BB".

According to Standard & Poor's credit analyst Olivier Beroud, the
action reflects the rating agency's treatment of unfunded
pensions as "debt-like in character".

"Including unfunded pensions in the calculation of the group's
indebtedness, credit protection measures are weak..." Mr. Beroud
said.

In a statement, Thyssenkrupp said it "does not share S&P's
assessment that its financial situation has deteriorated since
its first rating was issued in summer 2001."

According to the company, "net financial payables have been
substantially reduced by 4 billion euros - from 8.7 billion euros
at March 31, 2001 to 4.7 billion euros at September 30, 2002."

It also said that ThyssenKrupp's pension obligations in Germany
have been based exclusively on defined-contribution schemes.

The US$30 billion company has two major debt obligations coming
due this year: a DEM400 million issue of 6-1/2% Notes issued by
ThyssenKrupp Finance BV and guaranteed by ThyssenKrupp AG, due
June 13, 2003; and a US$500 million revolving credit facility
provided by a consortium of lenders led by Credit Lyonnais,
Deutsche Postbank AG, Hypovereinsbank, and The Royal Bank of
Scotland, maturing on August 2, 2003.

CONTACT:  THYSSENKRUPP AG
          August-Thyssen-Strasse 1
          40221 Dusseldorf, Germany
          Phone: +49-211-824-0
          Fax: +49-211-824-38512
          Home Page: http://www.thyssenkrupp.com
          Contact:
          Dr. Jurgen Claassen, Communications and Central Bureau
          Phone: +49 211 824-36001
          Gundolf Moritz, Investor Relations
          Phone: +49 211 824-36464


THYSSENKRUPP AG: S&P Lowers Credit and Unsecured Debt Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on German industrial conglomerate
ThyssenKrupp AG to 'BB+' from 'BBB', its short-term rating to 'B'
from 'A-2', and its senior unsecured debt ratings to 'BB' from
'BBB'.  All ratings were removed from CreditWatch, and assigned a
stable outlook.  The downgrade of the senior unsecured debt
ratings includes its guaranteed entities.

The actions, which conclude S&P's credit review in the past few
weeks, reflect the rating agency's treatment of unfunded pensions
as "debt-like in character," explains Standard & Poor's credit
analyst Olivier Beroud.

The inclusion of the pension in its debt makes credit protection
measures weak.  According to him, funds from operations (FFO) to
net debt (including pensions) of about 15%, and pension-adjusted
debt to capital of more than 60% for the fiscal year ended Sept.
30, 2002.  Unadjusted for pensions, FFO to net debt for the same
period was slightly less than 30%, and debt-to-capital was about
45%.

The senior unsecured debt is placed one notch lower than the
corporate credit rating of 'BB+' because the issue of structural
subordination is given more weight in the noninvestment grade
category.

The rating agency noted that the group has substantial EUR7.1
billion of provisions for pensions and similar obligations at the
end of September 2002. This is net of pension plan assets of
almost EUR1.6 billion at Sept. 30, 2002.

The ongoing servicing costs for ThyssenKrupp's pension schemes in
Europe are estimated at about EUR450 million per year.  S&P
expects no additional liquidity or financing pressure in the
short to medium term on obligations originating from Germany.

According to S&P: "Nevertheless, this is balanced against
ThyssenKrupp's good track record in reducing lease and
securitization-adjusted financial indebtedness to about EUR7.3
billion from almost EUR9 billion at the end of 2000, and
management's strong commitment to continue its debt-reduction
strategy."

Standard & Poor's considers ThyssenKrupp's liquidity to be
adequate: it has EUR0.9 billion in cash at December 31, 2002,
EUR3.7 billion under its committed credit facilities of EUR3.0
billion, and bilateral credit lines of EUR1.7 billion.  These
credit facilities do not include any credit triggers.

Its liquidity is further strengthened by a number of potentially
disposable assets.

"Free cash flow, after capital expenditure and dividend payments,
is unlikely to enable the group to reduce debt significantly,"
Mr. Beroud said.


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


GETRONICS N.V.: Board Steps Down on Management Disagreement
-----------------------------------------------------------
The Supervisory Board of Getronics announced Friday that its
Board of Management is stepping down with immediate effect. The
decision was taken by the Supervisory Board after consultation
with the Board of Management and is based on a difference of
opinion on how to manage the Company.

Peter van Voorst has been working for Getronics and its
predecessors since 1969. He joined the Board of Management in
1985 and became Chairman of the Board of Management and CEO in
2001. Jan Docter joined Getronics in 1988 and has been Chief
Financial Officer since then.

With immediate effect, Axel Rckert (56) and Klaas Wagenaar (44)
will act as the Board of Management, and will be Chairman and
Vice-Chairman respectively. The Supervisory Board will propose
the election of Mr Rckert and Mr Wagenaar to the Board of
Management at the Annual General Meeting of Shareholders on 9
April 2003.

The proposed board members support the Company's recent
invitation to tender to the bondholders, made last week, and
regard this offer as a cornerstone of the financial
restructuring.

Both Axel Ruckert and Klaas Wagenaar are top executives with
impressive track records in the multinational ICT sector and
experienced managers of large-scale financial restructuring and
recovery operations. They will team up to take the Company
forward. As Chairman of the Board of Management, Axel Ruckert
will be responsible for customers, strategy and operations. As
Vice-Chairman, Klaas Wagenaar will focus on the financial
revitalization of the Company and related activities.
Mr Ruckert - born in Germany, but a resident of France for the
past 25 years - brings a wide-ranging international perspective
to the Company. In the past, he headed major strategic programs
at Danone, Bull and Philips Consumer Communication. Mr Wagenaar
was involved in the financial restructuring and recovery programs
of Cap Gemini, Baan Company and Cebeco Group.


GETRONICS N.V.: To Report Lower Than Expected EBITA on Update
-------------------------------------------------------------
Getronics announced Friday the following key figures for 2002.
The definitive results will be published on March 4, 2003. The
company expects a confirmation of the results published today.

The company expects its EBITA for the financial year ended
December 31, 2002 to amount to approximately EUR 106 million,
which is a decrease of EUR 20 million compared to the provisional
EBITA, that was announced on 27 January 2003.

This amount:

(i) includes a book profit of EUR 10 million related to the sale
& lease-back of real estate;

(ii) excludes a one-off charge to implement further cost base
reductions as part of a cost alignment plan of approximately EUR
43 million, which is a decrease of EUR 13 million compared to
estimates published on 27 January 2003.

(iii) excludes a non-cash benefit from the curtailment of defined
benefit pensions plans of approximately EUR 8 million.

Getronics also announces that the impairment of goodwill has been
determined at an amount of EUR 375 million. It was previously
announced that this impairment was expected be in the range of
EUR 275-400 million.

The company is also able to announce that the cash flow from
operations for 2002 amounts to EUR 181 million (2001: EUR 202
million).


KPN: Sells Belgian Internet Provide to Scarlet Telecom
------------------------------------------------------
KPN sold its Belgian Internet provider ' Planet Internet Belgium'
to Scarlet Telecom. The parties signed a purchase agreement last
Friday.  The agreement is subject to clearance from the Belgian
competition Authority.

Closing of the deal is expected by mid-April.

Under the deal, all 135 employees will be transferred from KPN to
Scarlet at closing.

Planet Internet Belgium had by the end of 2002 a subscriber base
of 140000.

                    *****

KPN and Scarlet also completed the sale of KPN Belgium to Scarlet
in January.  During the closure of the deal, KPN also announced
reaching a basic agreement regarding the sale of Planet
Internet Belgium to Scarlet.  Royal KPN N.V. first disclosed the
deal with Scarlet in December.

KPN Belgium is a 100% subsidiary of KPN. The company offers
telecom services to business users in the Belgian market.


UNITED PAN-EUROPE: Announces Confirmation of Reorganization
-----------------------------------------------------------
In connection with its ongoing recapitalisation, United Pan-
Europe Communications N.V., announces that the US court yesterday
confirmed the company's Chapter 11 Plan of Reorganization.  All
classes allowed to vote, voted in favor including: Class 5
(Bondholders) USD 4,340,584,740.43, representing 99.91% of the
amount voted; Class 6 (UPC Preference Shareholders) USD 7,114,
representing 100% of the amount voted; Class 8 (UPC Ordinary
Shares A) USD 234,841,533, representing 99.97% of the amount
voted.

Under the Plan, subject to ratification of the Akkoord in the
Netherlands, approximately USD 937.51 million of Belmarken Notes,
USD 4,688.21 million of UPC Notes, USD 1.71 billion of
convertible preference shares, all of the priority shares and all
of the ordinary shares A, including those represented by American
Depositary Shares, will be converted into new equity of New UPC,
Inc. New UPC will become the holding company for UPC after the
recapitalization.

As previously indicated, UPC intends to seek approval from its
creditors for its restructuring through the district court in
Amsterdam on February 28, 2003 and subsequent ratification of the
Akkoord on March 12, 2003 and remains on track to complete its
restructuring by the end of the first quarter 2003.


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


PETROLEUM GEO: Will Announce Fourth Quarter Results on Wednesday
----------------------------------------------------------------
Petroleum Geo-Services ASA (NYSE:PGO) (Oslo:PGS) expects to
announce its fourth quarter and year-end 2002 financial results
at 2 p.m. Central European Time on Wednesday, February 26, 2003.

A press conference will be arranged in the PGS offices at
Lysaker, Oslo on Wednesday, February 26, at 2 p.m. CET. A
presentation will be given to analysts at 3 p.m. CET in the same
location. Live audio together with the presentation will be
broadcasted over the PGS Website, http://www.pgs.com, starting
promptly at 3 p.m. CET. Interested parties should go to the
Website at http://www.pgs.com, at least 15 minutes early to
register and to download and install any necessary audio
software.

In conjunction with this announcement, Chief Executive Officer,
Svein Rennemo, and Chief Financial Officer, Knut Oversjoen, will
present the Company's financial results at a breakfast meeting
in New York City on Tuesday, March 4, 2003, at the Inter-
Continental Hotel The Barclay New York, 111 East 48th Street, in
the Whitney Room, Lobby Level, from 8:00 a.m. to 9:00 a.m.
Eastern Time.

To make your reservation (RSVP) for this breakfast presentation
meeting, register by fax to Suzanne McLeod at +1 281-589-1482 or
send an e-mail to suzanne.mcleod@pgs.com by Friday, February 28,
2003.

                          *   *   *

Fitch Ratings affirmed Petroleum Geo-Services ASA senior
unsecured debt rating at 'C'. The ratings remain on Rating Watch
Negative. This affirmation follows the payment by PGO of interest
related to PGO's 6-5/8% senior notes due 2008 and its 7-1/8%
senior notes due 2028. PGO finds itself in the same situation it
was in last month as it has utilized a 30-day grace period to
make an $8.2 million interest payment on its 8.15% senior notes
due 2029. This grace period expires Feb. 15,
2003.


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


BRE BANK: Intends to Make Contribution in Kind for CERI
-------------------------------------------------------
The Board of Management of BRE Bank SA informs that on February
20, 2003, BRE Bank SA decided to make a contribution in kind to
"Centrum Rozliczen i Informacji Sp. z o.o. w organizacji" (CERI)
in form of receivables.

The scope of business activities of the CERI consists of offering
auxiliary services for the banking operations, in particular
settlements executing and data bases operating, for BRE Bank and
clients. The company is waiting for registration by the court.
The President of the company CERI is Mr Zbigniew Stabiszewski,
who was Head of Administration Department in BRE Bank till
31.12.2002

The assets contributed to CERI are mainly property of two bank's
unit: Settlement Center SYBIR and Retail Banking IT Maintenance
and Support Department. The assets include: telecommunication
equipment and computer hardware, office furniture, means of
transport etc.

The value of the contributed assets in BRE Bank SA's books is PLN
5,556. The value of the assets to be recorded in the books of
CERI will be PLN 5,556 based on market valuation.


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


AVANZIT SA: Corpfin Capital Withdraws Offer, Future Uncertain
-------------------------------------------------------------
Venture capital group Corpfin Capital Asesores has withdrawn its
offer for Avanzit SA's media division Telson Servicios
Audiovisuales SLU.

In a statement addressed to Spain's market regulator, Avanzit
said Corpfin pulled out its offer to pay EUR22 million (USD22.6
million) for the company's audiovisual arm after 21 creditor
banks failed to unanimously accept the deal, blocking a bailout
that could have saved the troubled telecom provider from
liquidation.

Only 19 of the 21 banks gave an OK to the deal, which was
Avanzit's "last and only possibility" for viability, according to
a Corpfin spokeswoman.  She declined to reveal the two in
opposition, but affirmed the bank group must unanimously approve
any solution.

The bank group earlier rejected a similar deal from New York-
based Alpha Private Equity in January after the Avanzit board had
accepted an offer to pay EUR22 million for the entire company.

Although proceeds from the sale could have been sufficient to
allow the resumption of debt payments and fund Avanzit's
remaining businesses, it represents just a fraction of the EUR150
million debt the banks hope to recover.

It is known that the company owes more than EUR237 million to 42
creditors and has been engaged in a dispute with them since May
when the company went into receivership and stopped paying its
bills.

The Spanish technologies group, together with its units, Avanzit
Telecom and Avanzit Tecnologia SL, was put in receivership
following an unsuccessful attempt to transform itself into a
telecommunications, media and technology company.  As a result of
the venture, the company's total debt ballooned to EUR235
million, prompting it to lay off of workers and close divisions
to survive.

The company's largest creditors are Santander Central Hispano SA,
Caja San Fernando and Caja Castilla La Mancha.

CONTACT:  AVANZIT S.A.
          Alcala 581
          28027 Madrid, Spain
          Phone: +34-91-754-67-00
          Fax: +34-91-754-67-16
          Home Page: http://www.avanzit.com
          Contact:
          Rafael Martin Sanz, Chairman


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


ABB LTD.: Decides to Sell Stake in Moroccan Company
---------------------------------------------------
ABB Ltd. has agreed to sell its 50% stake in Jorf Lasfar Energy
Company in Morocco for US$1.6 billion to ease out its debt
position, weekly magazine La Vie Economique said.

ABB and the country's energy and mine ministry had discussed the
sell-off of the stake in the project it shares with CMS Energy
Co., according to the report.

Chief Executive Juergen Dormann is selling non-core assets as
part of the company's effort to reduce its debt, currently at
US$9 billion.

During S&P's downgrade of the company's corporate and debt
ratings, S&P says ABB will better address the current financial
challenges it face through corporate restructuring and asset
disposals, so long as the group's underlying credit strength
improves.

These cost savings and restructuring program, however, are
coupled with implementation risks.

The company's current balance-sheet problems are partially blamed
on a US$1 billion share buyback in the second half of last year.

ABB Ltd.'s U.S. subsidiary, Combustion Engineering, Inc.,
recently filed for Chapter 11 in the Delaware bankruptcy court,
based upon CE's previously announced pre -packaged plan of
reorganization.

CONTACT:  ABB LTD.
          Investor Relations
          Switzerland
          Phone: +41 43 317 3804
          Sweden
          Phone: +46 21 325 719
          USA
          Phone: + 1 203 750 7743


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


AQUILA INC.: Moody's Investors Service Downgrades Ratings
---------------------------------------------------------
Moody's Investors Service lowered Aquila Inc.'s Senior Implied
rating to B1 from Ba2, Senior Unsecured rating to B1 from Ba2,
Subordinate rating to B2 from Ba3, and Preferred Stock to B3 from
B1.  All of the ratings remain on review for possible further
downgrade.

In addition, Moody's downgraded the Issuer Rating of Aquila
Merchant Services to B1 and kept it on review for possible
downgrade.

According to the rating agency, the downgrade reflects:

(i) weak cash flow generation relative to total debt;

(ii) asset sales proceeds which have not sufficiently reduced the
debt that was incurred to purchase the same assets;

(iii) liquidity pressures related to the trading business that
Aquila is winding down; and

(iv) the need to extend or replace maturing bank facilities.

Aquila has over US$300 million in cash on hand, but one of its
principal bank credit facilities matures in April, and a waiver
of default under the other facility also expires in April.

The downgrade will cost the company additional collateral calls
to an existing US$70 million (SEC filing).

Moody's says that without an extension of its bank credit
facilities the company would not have sufficient cash to repay
its maturing debt obligations, and not enough cash cushion to
operate.

The renegotiation of the banking facilities, which Moody's
believes will require regulatory approvals for the provision of
security, is important in stabilizing the rating.

Aquila, Inc. headquartered in Kansas City, MO., is a regulated
electric and gas networks business in the US, Canada, Australia,
and the U.K.


BAE SYSTEMS: Moody's Downgrades Long- and Short-Term Debt Ratings
-----------------------------------------------------------------
Weak operating and cash flow outlook, challenges in improving
core profitability, and significant cash outlays related to
troubled programs led Moody's to downgrade BAE System's long- and
short-term debt ratings to Baa1 and Prime-2 from A2 and Prime-1,
respectively.

According to Moody's BAE's profits and cash flows have
deteriorated over the past several years due to sizeable charges
related to shipbuilding programs in the U.K., the closure of its
regional jet business, and losses at Astrium.

The rating agency also noted substantial schedule and cost
implications resulting from its troubled Astute attack submarine
and the Nimrod MRA4 aircraft programs.

Despite promise from the government that it would cap cost
overruns on the programs, BAE is still expected to record
exceptional after-tax charges of about GBP572 million (GBP750
million pre-tax) in its 2002 financials.

The announced charges will be all cash, and will be spread out as
follows: GBP225 million in 2003, GBP100 million in 2004, and the
balance of GBP250 million to be expended in 2005 and beyond.

The action also considered BAE's large underfunded pension plan
positions, the expected demands on the company's cash flow
related to aircraft financing by Airbus (where BAE is a 20%
participant), the uncertainty surrounding the terms under which
other new major development programs may be awarded, and the
potential implications for the company's future earnings and cash
flow generation.

The rating outlook is Negative to reflect Moody's view that BAE's
financial performance remains weak. The rating agency, thus,
cautions that any additional operating problems from existing or
new development programs could exacerbate the company's already
negative free cash flow.  Any further erosion in pension plans or
aggressive use of funds for acquisitions or aircraft financing
activities could delay any rebuilding of the company's credit
quality.

Ratings downgraded are:


BAE SYSTEMS plc -- the senior debt rating to Baa1 from A2; the
long-term issuer rating to Baa1 from A2; and the short-term debt
rating to Prime-2 from Prime-1.


BAE SYSTEMS Finance, Inc. -- the rating on its guaranteed senior
debt to Baa1 from A2; and the rating on its guaranteed MTN
program to Baa1 from A2.


BAE SYSTEMS Holdings, Inc. -- the rating on its guaranteed senior
debt to Baa1 from A2; and the short-term debt rating, guaranteed
by BAE Systems plc to Prime-2 from Prime-1.


BAE SYSTEMS: Fitch Lowers Senior Unsecured and Short-term Ratings
-----------------------------------------------------------------
Deterioration of BAE's financial profile prompted Fitch Ratings
to lower the Senior Unsecured rating of BAE Systems Plc (BAE) to
'BBB+' from 'A-' and the Short-term rating to "F2" from "F1".
The ratings are on Rating Watch Negative.

The defense group issued a preliminary result last week with an
increase in net debt position to GBP1.3 billion at FYE02 from
GBP831 million at FYE01 due to a difficult trading environment
during 2002 as well as substantial cost overruns and delays,
mainly on the Nimrod maritime patrol plane and Astute nuclear
powered submarine contracts.

Further, Fitch predicts: "with a flat 2003 market outlook it is
unlikely that cash generation will be sufficiently strong to
allow the company to significantly reduce debt levels."

The rating agency also warns that the delays in the Nimrod and
astute contracts might lead to higher financing needs in the
short term.

Fitch says the ratings will remain on Rating Watch pending a
meeting with BAE's management, although it is quite possible that
the ratings will be affirmed.

BAE is Europe's largest defence equipment company and shareholder
in aeroplane manufacturer Airbus SAS.

CONTACT:  Dennis Burton, C4ISR
          Phone: +44 (0) 1202 408512
          Mobile: +44 (0) 7801 712587

          BAE SYSTEMS
          Farnborough, Hampshire GU14 6YU, UK
          Phone: +44 (0) 1252 384605
          Fax: +44 (0) 1252 383947
          Home Page: http://www.baesystems.com


BAE SYSTEMS: Faces Employee Protest Over Retirement Benefits
------------------------------------------------------------
Employees of defense group BAE Systems are planning to hold a
protest over the company's plans to scale back retirement
benefits to fill a pension gap.

BAE has an estimated GBP2.16 billion gap in its pension scheme
that has troubled analysts and debt-rating agencies.

Jack Dromey, T&G union national organizer, said the T&G's 12,000
BAE members and thousands of their colleagues were prepared to
strike if a meeting with the company failed to resolve the
conflict.

He said that the workers were angered even more upon learning
that BAE took holidays from making pension contributions
throughout the 1990s.

BAE told the staff to increase contribution by almost 2% a year,
or else leave the scheme and join a less generous plan.  The main
pension scheme excludes new workers.

The company says it plans to increase its contributions by the
same amount from April this year, and possibly the next year.
BAE indicated it would make an extra contribution of GBP30
million to its pension scheme this year, and GBP60 million next
year.


BAE SYSTEMS: S&P Retains Ratings on CreditWatch Negative
--------------------------------------------------------
BAE Systems PLC reported its 2002 results and the agreement with
the U.K. Ministry of Defence (MoD) to revise terms for the Nimrod
marine patrol aircraft and the Astute attack submarine contracts.
Standard & Poor's Ratings Services said that its ratings,
including the 'A-' long-term corporate credit rating, on BAE
Systems remain on CreditWatch with negative implications, where
they were placed on Dec. 12, 2002.

The revisions, which resulted in combined pretax charges of
GBP750 million (GBP572 million after tax) to recognize the
additional cost to complete these programs under the new contract
terms, led to a net loss of GBP686 million in 2002. U.K.-based
BAE Systems' other operations performed close to expectations in
2002 and should be relatively stable in 2003.

"The agreement with the MoD will cap any future potential losses
faced by BAE Systems by separating the design and development
phase of each program from the production phase," said Standard &
Poor's credit analyst Roman Szuper. The contract revisions will
establish new target cost and fee levels, and any cost savings
and cost overruns will be shared by BAE Systems and the MoD,
based on a formula.

BAE Systems' historically strong balance sheet and liquidity
position will likely provide less support for the rating in the
intermediate term, since net debt increased to about GBP1.3
billion in 2002 and is expected to rise further in 2003.
Furthermore, the pension plans had a deficit of almost GBP2.2
billion at Dec. 31, 2002, although cash funding requirements are
modest for 2003 and 2004.

BAE Systems is a major global supplier of military aircraft,
defense electronics, military and commercial avionics and
aerostructures, submarines and surface combatants for the Royal
Navy, and support services and information technology.

Standard & Poor's will evaluate the above developments and other
factors to determine their effect on credit quality and expects
to conclude its review in the near future.


BUZZ: GMB Union Says Ryanair Will Cut 400 Jobs on Take Over
-----------------------------------------------------------
The GMB union has warned that up to 400 jobs will be under threat
at British budget airline Buzz as a result of its takeover by
rival Ryanair.

About 100 redundancies were reportedly agreed upon after the
takeover deal went through in January, and Ryanair warned it
could close down Buzz if staff did not agree to new working
terms.

However, GMB said it had been told that 25% of the Stansted-based
carrier's pilots, 80 percent of the cabin crews and half the
ground services staff were among those set to lose their jobs
when Ryanair takes over on April 1.

Declining to confirm the job cuts, a Ryanair spokeswoman said:
"The integration process is ongoing and there's scheduled to be
an announcement at the end of the month."

Meanwhile, the GMB's Paul Kenny revealed that the remaining jobs
at Buzz were not likely to survive for long since "Ryanair's
predatory takeover is simply to remove the opposition from the
low cost part of the industry."

"The flying public will lose out on choice and 400 Buzz employees
will lose their livelihood immediately and I expect the rest will
follow soon after," he added.

Owned by Dutch airline KLM Royal, Buzz operated 21 routes from
London Stansted to points in Germany, Holland, France and Spain,
as well as two French domestic routes.

CONTACT:  KLM ROYAL
          Contact:
          Investor Relations
          Home Page: http://investorrelations.klm.com
          Phone: 31 20 649 3099

          CONTACT:  RYANAIR HOLDINGS PLC
          Dublin Airport
          Dublin, Ireland
          Phone: +353-1-812-1212
          Fax: +353-1-812-1213
          Homepage: http://www.ryanair.ie


CARRICK JEWELLERY: To Halve Workforce as Countermeasure
-------------------------------------------------------
Carrick Jewellery will shed half of its workforce as a
countermeasure to rising manufacturing costs and a downturn in
the industry, according to the Scotsman.

The job cuts will involve half of the staff at its factory in
Livingstone, where it employs 47 workers, and a number at its
head office in Glasgow.  Workers and staff at the head office
were offered guidance in finding new jobs.

Carrick, which manufactures 25% of its products in the Far East,
plans to move some manufacturing operations overseas, according
to a company spokeswoman.

"The current climate has made it difficult to retain
manufacturing jobs in this country, and it is an issue that has
affected a number of companies in the jewelry business."

The company founded by Edward Robertson in 1971 has a turnover of
GBP8 million a year.  It is behind the famous Charles Rennie
Mackintosh-inspired jewelry ranges, which was popular both in
Scotland and abroad when they were launched in the mid-1980s.

Eva Smith, Mr. Robertson's daughter, is presently managing the
company.


DE LA RUE: Issues Third Profits Warning in Seven Months
-------------------------------------------------------
Basingstoke-based bank note printer De La Rue issued its third
profits warning in seven months after suffering a 94% fall in its
shares to 190.5% due to tough trading conditions in Germany and
Spain.

The warning, which came less than three months after the group
predicted a "significantly" better second half, indicated that a
"sharp deterioration" in its German and Spanish markets meant its
profit before tax, exceptional items and goodwill amortization
would be 25% below market expectations.

De La Rue said the main problems lay in its cash and currency
systems divisions.  Its cash systems unit, which sells counting
and sorting machines to banks and financial institutions, has
been hit by a collapse in demand from customers in Germany and
Spain since the start of the year, the company said.

There have also been delays in orders being placed by banks in
Germany and Spain, according to the group. In Spain, customers
had "postponed the delivery period of significant orders into the
next financial year" while in Germany sales were likely to be
down 50% on last year.

Reports say public appetite for cash remains undimmed, but the
business of providing machinery for handling and sorting cash ran
into trouble.

The company also mentioned problems in the global services
business, which makes holograms for items such as passports, and
predicted a loss for the year.

Paul Steegers, analyst at Merrill Lynch, downgraded his
recommendation on the stock from buy to neutral after the
surprise announcement.

Mr Steegers said: "While we always believed the risk to forecasts
were still on the downside in cash systems, we were surprised at
the scale of the downgrade [which is] 25% to consensus earnings
expectations."

In the wake of losing a third of its stock market value, one of
the biggest on the market, it tried to reassure investors by
saying it expected the final payment of its dividend to be
"maintained" at last year's level.

Analysts, however, expects this to mean further increases after
the rise at the interim stage might not be possible in the near
future.

Last year, De La Rue axed 350 jobs and announced plans to close a
factory in High Wycombe, Bucks.  Although it declined to comment
on the extent of any future cull, the group is reportedly
preparing the ground for job cuts in continental Europe after
entering discussions with relevant trades unions.

CONTACT:  DE LA RUE PLC
          Jays Close, Viables
          Basingstoke, Hampshire RG22 4BS
          United Kingdom
          Phone: +44-1256-329-122
          Fax: +44-1256-605-336
          Homepage: http://www.delarue.com
          Contact: Brandon Gough, Chairman
                   Ian Much, Chief Executive
                   Paul Hollingworth, Group Finance Director


HP BULMER: CVC Approaches Company Regarding Possible Takeover
-------------------------------------------------------------
CVC Capital Partners, the U.K. private equity company, made a
takeover approach to troubled cider maker HP Bulmer.  The news
raised Bulmer's shares 8% Friday.

It is believed that CVC is one of the several venture capitalists
to have held preliminary takeover discussions with the company
which has lost three quarters of its value in a year after a
flood of profit warnings, a GBP3.3 million accounting scandal and
failed overseas expansion.

Both companies declined to comment on the matter.

TCR-EU reported last year that the company posted GBP1.8 million
losses for the six months to November, compared with a profit of
GBP6.4 million the previous year.  Exceptional charges of GBP31
million included a GBP22 million goodwill write-down on US and
South African operations, which have lost out to alcopops.

Reports say newly appointed CEO Miles Templeman, former Whitbread
executive famed for turning Stella Artois into Britain's most
popular premium lager, needs to devise a plan to reduce group
debt that could include the sale of drinks distribution The Beer
Seller and an equity issue.  Another option is to sell the whole
business.

"The board has to evaluate both options and decide which is best
value for shareholders," a spokesman for Bulmers said, declining
to comment on whether it was holding discussions with CVC.

Bulmers is known as the clear market leader in both the take home
and on trade cider markets, with Strongbow firmly established
within the top 10 highest selling long alcoholic drinks.  Its
portfolio includes Woodpecker, Scrumpy Jack, White Lightning, a
thriving premium packaged beer distribution business and some
exciting and innovative new products including Sidekick, a
flavored 'shots' style drink.

CONTACT: HP BULMER
         Miles Templeman, Chief Executive
         Phone: 01432 352000

         Smithfield Financial
         John Kiely
         Phone: 020 7360 4900


INVENSYS PLC: Outlook on Unsecured Debt Rating Changed to Stable
----------------------------------------------------------------
Weaknesses in certain of Invensys' businesses prompted Moody's to
change the outlook on the company's Ba1 senior unsecured debt
rating to negative from stable.

Moody's expects the weaknesses to prevent the company from
meeting its earnings and cash flow targets for the current fiscal
year and possibly beyond.

The rating agency therefore cautions that "Any strategic response
developed by management that fails to demonstrate a clear path
towards improving cash flows in the core business and/or include
measures to reduce net debt further would be likely to add to the
pressure on the company's rating."

After a business review, Invensys warned that its second-half
core operating profit might decrease as much as 25% lower than
the first-half figure.  The under-performance relates to certain
of the company's businesses, including software company Baan and
climate controls, which together account for about 20% of
revenues, Moody's says.

The Ba1 senior unsecured debt rating was affirmed considering the
localized nature of Invensys' problems.

The following ratings were affirmed at Ba1:

Invensys plc -- for senior bonds, medium-term notes and bank
credit facilities.

On the positive side, Moody's recognizes the company's
substantial financial flexibility from its portfolio of assets,
good track record of asset disposals, and substantial cash and
headroom under committed facilities.  The asset disposals helped
the company reduced net debt to around GBP1.5 billion.

Invensys plc generated sales from core operations of GBP2.1
billion in the first half of its fiscal year ending 31 March
2003.


TWR GROUP: Axes Hundreds of Jobs, Hunt for Buyer Continues
----------------------------------------------------------
Tom Walkinshaw Racing Group announced that 298 employees would
lose jobs while discussions are continuing with customers about a
number of measures to ameliorate the situation

The group is based in Witney, Oxfordshire and Worthing, Sussex,
and has approximately 500 employees. Job cuts will affect about
108 in Worthing, 150 in Witney, and the remainders in places
based between the two sites.

Following the job cuts, TWR will reportedly be left with a
workforce of 165 people.

According to the appointed receivers, PricewaterhouseCoopers LLP,
a series of unsuccessful meetings with TWR's customers and
suppliers have been held in an effort to secure their support
while a buyer is sought for the business.

Partner Rob Hunt said in a statement: "Unfortunately, we have
been unable to agree revised trading terms with regard to one of
the group's major projects to allow the project to continue.

"Without continuing this project the group would have incurred
significant trading losses and we have been left with no
alternative but to effect significant redundancies."

The Group recently filed for administrative receivership after it
suffered a loss of more than EUR20 million on its investment in
the failed Arrows Formula One team, and a general downturn in the
industry.

TWR has businesses in the automotive and motorsport industry,
ranging from the engineering, design and manufacture of vehicles,
through to the building of specialist racing engines. Year-end
turnover for 30 June 2002 was in excess of EUR140 million.

CONTACT:  TWR GROUP
          Leafield Technical Centre
          Leafield, Witney, Oxon
          OX29 9PF
          Phone: (01993) 871000
          Fax: (01993) 871100

          PRICEWATERHOUSECOOPERS LLP
          Plumtree Court, London
          EC4A 4HT
          Contacts: Alison Campbell-Smith
                    Steven Wilson
          Phone: 202 7804 4087
          Fax: 020 7804 5566
          E-mail: michelle.rice@uk.pwcglobal.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
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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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