/raid1/www/Hosts/bankrupt/TCREUR_Public/011213.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Thursday, December 13, 2001, Vol. 2, No. 243


                            Headlines

* B E L G I U M *

LERNOUT & HAUSPIE: Court Approves ScanSoft Buy of L&H Assets

* H U N G A R Y *

MALEV AIRLINES: Upgrades Fleet With Boeing

* I R E L A N D *

EIRCOM PLC: Shares Delisted From Irish Stock Exchange

* I T A L Y *

FIAT SPA: Inchcape Wins Fiat Auto Contract
FIAT SPA: Sells $2.2BB of Exchangeable Bonds
FIAT SPA: Stocks Fall on Auto Shake-Up

* L U X E M B O U R G *

CARRIER1 INTERNATIONAL: Faces Class Action Suit in the U.S.

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

KPN NV: Completes Sale of Indonesian Mobile Phone Holding
KPN NV: Completes Share Deal With Qwest

* N O R W A Y *

KVAERNER ASA: Withdraws Sale of Pulp & Paper Business

* P O L A N D *

ELEKTRIM SA: Investors Demand E488MM Repayment

* S W E D E N *

LM ERICSSON: Wins $143MM Deal for China Project

* U N I T E D   K I N G D O M *

BRITISH AIRWAYS: Radical Option Could Shrink It to Old BOAC Size
BRITISH TELECOM: BT Ignite Benelux Appoints New Boss
BRITISH TELECOM: Names Ben Verwaayen as New CEO
EIDOS PLC: Shares Tumble on Mediocre Results
EQUITABLE LIFE: Union Backs Compromise Deal, Assumes Staff Losses
MARCONI PLC: Bondholders Fear Loss of Rights
MARCONI PLC: Morgan Stanley Buys Marconi Shares
MARCONI PLC: Sees 100-MM-Pound Profit in BT Deal
NTL INCORPORATED: Owes International Banks $10.6BB
P&O PRINCESS: Replaces GKN in FTSE 100
RAILTRACK GROUP: WestLB Suggests "Dream Team" for Management
SCOOT.COM: To Exit From FTSE Index


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


LERNOUT & HAUSPIE: Court Approves ScanSoft Buy of L&H Assets
------------------------------------------------------------

The U.S. Bankruptcy Court for the District of Delaware has
approved ScanSoftr Inc's agreement to acquire all of the
operating and technology assets of Speech and Language
Technologies business of Lernout & Hauspie (L&H) Speech Products
N.V. and L&H Holdings USA, Inc.

Among the technology assets to be acquired by ScanSoft are
RealSpeak Text-to-Speech, Dragon NaturallySpeaking Product Line
and Automatic Speech Recognition Solutions.

The bid will comprise of 7.4 million shares of ScanSoft stock
valued at $37.34 million, $10 million in cash and a $3.5 million
note.

ScanSoft, a leading provider of paper-to-digital solutions,
expects the purchase to close by the end of the year.

A Belgian court declared Lernout bankrupt in October after it
failed to pay creditors. The company sought protection from
creditors in the U.S. last year.


=============
H U N G A R Y
=============


MALEV AIRLINES: Upgrades Fleet With Boeing
------------------------------------------

Cash-strapped Malev Hungarian Airlines Rt has signed a contract
with International Lease Finance Corporation to lease its first
Boeing Next- Generation 737s.

"The Next-Generation 737s represent the latest technology
available," Malev CEO Jozsef Varadi said.

"They also represent our commitment to flying the most modern
fleet in Central Europe."

The contract, signed in November, consists of a combination of 10
firm 737-600s, -700s and -800s, with options for six more.

The airplanes will be delivered on February 2003.

Last year, Malev Airlines registered an after-tax loss of 9.35
billion forints. It is struggling to fulfill its restructuring
plan that includes 400 job cuts in 2002.


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


EIRCOM PLC: Shares Delisted From Irish Stock Exchange
-----------------------------------------------------

Two and a quarter years after more than 500,000 investors put in
their money into Eircom, shares of the former state-owned telecom
monopoly were delisted from the Irish Stock Exchange Monday, the
Irish Times reported.

Some 50,000 investors who bought and sold their shares within a
matter of weeks of the flotation made money, while the remaining
450,000 shareholders who held their shares are left with a 30%
loss on the amount they paid for each Eircom share.

In November, the Irish Stock Exchange removed Eircom from the
ISEQ indices after the cash offer from Valentia was declared
wholly unconditional.


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


FIAT SPA: Inchcape Wins Fiat Auto Contract
------------------------------------------

London-based motoring solutions provider Inchcape PLC has won a
contract to handle the remarketing and fleet management
activities for Fiat Auto U.K.'s entire fleet of used vehicles for
the next three years, the AFX News reported.

The contract, which will be managed by Inchcape Business
Services, incorporates vehicle remarketing, refurbishment and
logistics.

AutoCascade, the vehicle remarketing company jointly owned by
Inchcape and Avis Europe, will electronically remarket vehicles
to dealers via a web-enabled dealer stock locator and twice
weekly electronic auctions, allowing Fiat and Alfa Romeo dealers
to "exclusively purchase vehicles online."

Fiat Auto is Fiat SpA's unit that makes Alfa Romeo and Lancia
models, as well as Fiat-branded vehicles.


FIAT SPA: Sells $2.2BB of Exchangeable Bonds
--------------------------------------------

Ferrari and Maserati owner Fiat SpA sold $2.2 billion of bonds
exchangeable for stock in U.S. company General Motors Corp.,
Bloomberg reported.

The five-year bonds can be exchanged for stock in General Motors
at $69.54. The bonds represent Fiat's stake of about 6% in
General Motors.

Fiat has the right to repay investors with cash and not General
Motors shares, to give the Italian carmaker time to restructure
its debt, company spokesman Gualberto Ranieri said.

Fiat is reducing its reliance on auto manufacturing in favor of
utilities and other businesses that provide steady cash.

It earlier said it is cutting 6,000 jobs, closing 18 factories
and raising 1 billion euros by selling stock to existing
investors in addition to raising money by selling the
exchangeable bonds.

The company plans to reduce net debt by 1.5 billion euros to
about 6 billion euros by the end of the year.


FIAT SPA: Stocks Fall on Auto Shake-Up
--------------------------------------

Stocks of Fiat SpA slumped 6.9%, or as low as 16.78 euros
Tuesday, on doubts that the Italian automaker could solve its
more deeply rooted problems, the Herald Tribune reported.

Early this week, Fiat said that it would restructure through
cutting 6,000 jobs, selling assets, closing factories and raising
$3.1 billion from bonds and new shares to reduce debt.

The No. 5 European carmaker expected its plan to cut debt to 3
billion euros by the end of 2002.


===================
L U X E M B O U R G
===================


CARRIER1 INTERNATIONAL: Faces Class Action Suit in the U.S.
-----------------------------------------------------------

Pan-European bandwidth provider Carrier1 International SA,
together with some of its officers and its underwriters, is
facing a class action suit in the U.S. from the purchasers of its
common stock between February 24 and December 6, 2000.

The action is pending in the United States District Court,
Southern District of New York.

In February 2000, Carrier1 commenced an initial public offering
of 9.375 million of its shares of common stock at 87 euros or
$17.4835 per ADS.

In connection, Carrier1 filed a registration statement that
incorporated a prospectus with the SEC.

The complaint further alleges that the prospectus was materially
false and misleading because it failed to disclose the
underwriters had solicited and received excessive and undisclosed
commissions from certain investors and that the underwriters had
entered into agreements with customers to allocate Carrier1
shares.

Jundge Shira A. Scheindlin appointed Bernstein Liebhard &
Lifshitz, LLP, Milberg Weiss Bershad Hynes & Lerach LLP,
Schiffrin & Barroway LLP, Sirota & Sirota LLP, Stull, Stull &
Brody and Wolf Haldenstein Freeman & Herz LLP to serve as the
plaintiffs' Executive Committee.

For more information regarding the case, contact Stull, Stull &
Brody, Tzivia Brody, Esq., 6 East 45th Street, New York, NY 10017
or by e-mail at SSBNY@aol.com


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


KPN NV: Completes Sale of Indonesian Mobile Phone Holding
---------------------------------------------------------

Debt-laden Dutch telecom group KPN said that its subsidiary, KPN
Mobile International B.V., has completed the sale and transfer of
the 22.28% stake in Indonesia's P.T. Telkomsel Tbk.

The sale to Singapore Telecom Mobile Pte. Ltd., which grossed
$601 million, is part of a series of non-core asset sales
disposal designed to reduce its debt pile of 22 billion euros.

So far, the total announced divestments of non-core assets add up
to approximately 3 billion euros.

Through this Telkomsel settlement, the total amount of cash
received has increased to 2.3 billion euros.

SingTel Mobile will also settle KPN Mobile's remaining technical
service obligation to Telkomsel valued at 28 million euros.


KPN NV: Completes Share Deal With Qwest
---------------------------------------

Pan-European data communications and hosting company KPNQwest
said that the share transaction between Qwest Communications
International Inc. and Koninklijke KPN N.V., in which KPN sold
approximately 14 million shares of KPNQwest shares to Qwest and 6
million of KPNQwest shares to Qwest shareowner Anschutz Company
has been completed.

The transaction completes the transformation of KPNQwest from a
joint venture ownership structure.

Under the share transaction agreement, the voting power of each
Class A shares held by KPN and Class B shares held by Qwest was
reduced from 10 votes per share to one vote per share.

There are currently approximately 451 million KPNQwest shares
outstanding. Qwest now hold approximately 214 million Class B
shares, or about 47.5% of the voting power, and KPN holds 180
million Class A shares, or approximately 40% of the voting power.

As part of the transaction KPN has surrendered its strategic veto
rights, but retains certain minority shareholder rights.


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


KVAERNER ASA: Withdraws Sale of Pulp & Paper Business
-----------------------------------------------------

Anglo-Norwegian construction and engineering group Kvaerner ASA
said it has decided to call off the sale process of its Pulp &
Paper business.

Kvaerner will instead focus on improving operation and results in
the division.

"I think there is room for further improvements, and this will
result in a stronger business all round, improved profitability
and a higher value in the long run," Kvaerner Investments chief
Hans Petter Finne said.

Kvaerner recently announced that its Pulp & Paper, Shipbuilding,
and other mechanical engineering businesses and investments would
be organized under Kvaerner Investments AS.

Athol Trickett is President of Kvaerner Pulp & Paper.

For more information, contact Paul Emberley, Vice President Group
Communications at telephone +44 (0)20 7339 1035 or +44 (0)7768
813090 or paul.emberley@kvaerner.com


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


ELEKTRIM SA: Investors Demand E488MM Repayment
----------------------------------------------

Warsaw-based telecommunications, cable manufacturing, and power
engineering conglomerate Elektrim SA asked for more time to meet
demands of investors who sought early repayment of 488 million
euros of bonds and interest, the Bloomberg reported.

The move came after the Polish company's transformation into a
phone operator failed.

Elektrim must pay off the bonds they intent to buy back by Monday
after holders exercised an option to redeem them 19 months ahead
of schedule.

The heavily indebted company said earlier it is planning to cut
jobs at its three Internet subsidiaries before selling them next
year. It has been considering the fate of its eight Internet and
data transmission subsidiaries since Vivendi Universal failed to
acquire them in September.

Elektrim shares plunged 22% in Tuesday's trading, cutting the
company's market value to $194 million.


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


LM ERICSSON: Wins $143MM Deal for China Project
-----------------------------------------------

Ericsson, the largest manufacturer of equipment for mobile phone  
networks, has signed a $143 million contract with China's Sichuan
Mobile Communication Company for expansion of the GSM/GPRS
network in Sichuan Province.

The expansion project will be completed in June 2002, raising the
capacity of the dual band network provided by Ericsson to 4.2
million subscribers.

The contract also covers expansion of the Mobile Intelligence
Network
(MIN), enabling Sichuan Mobile to provide intelligent services
including pre-paid services, private numbers, and private virtual
networks, and will also expand GPRS functionality to the entire
network.

Nanjing Ericsson Panda Communication Co., Ltd and Dalian Ericsson
Communication Co., Ltd., will provide equipment and service for
this project.

Ericsson, which made a 5.8 billion Swedish krona ($548.7 million)
pre-tax loss in the third quarter, is shaping the future of
Mobile and Broadband Internet communications through its
continuous technology leadership.

For further information, contact Antoinette Torell, Press
Manager, Ericsson Corporate Communications at telephone +46 70
676 9279, or email Antoinette.torell@lme.ericsson.se


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


BRITISH AIRWAYS: Radical Option Could Shrink It to Old BOAC Size
----------------------------------------------------------------

British Airways could look like its predecessor British Overseas
Airways Corporation (BOAC) in the 70s should a radical strategic
plan be pursued and the economic condition deteriorates further.

A company executive told the Financial Times recently that a team
of five senior managers is currently studying the best possible
"size and shape" of the airline amid the industry slump.

According to the unnamed senior executive, the options include
downsizing the airline back to its old BOAC mold before it merged
with British European Airways early in the 70s.

The executive, however, said this option is just the most
radical, which means that there are other favorable options the
carrier will be more inclined to take.

Chief Executive Rod Eddington recently pointed out to leading
institutional investors that the short-haul activities of the
airline needs to be plugged as it is causing the most bleeding.

Financial analysts expect the airline to focus its short-haul
operations on the routes to the main business destinations in
Europe.

"The focus will be on Heathrow, on stand-alone profitable short
haul routes and on those providing profitable 'fat feed' (of
transfer passengers) to the long haul services," said a leading
aviation analyst.

"We think there is a business model that can be an alternative to
the low cost carriers in short haul with some added value that
people will pay for," said the executive who talked to the
Financial Times.

The strategies under study will be presented to the company's
main board on February, the paper said.


BRITISH TELECOM: BT Ignite Benelux Appoints New Boss
----------------------------------------------------

BT Ignite, BT Group's international solutions and broadband
business, has appointed Michel De Coster as Region Manager for
the Benelux.

Coster's experience in Colt Telecom and Bosch Telecom Benelux
will be a great asset in the reorganization of BT's Belgian and
Dutch Sales & Services teams, BT Ignite President for Sales &
Services Roberto de Diego said.

Michel De Coster joined BT Ignite this month as Country Manager
for Belgium.


BRITISH TELECOM: Names Ben Verwaayen as New CEO
-----------------------------------------------

BT Group has named Lucent Technologies' Ben Verwaayen as their
new chief executive in succession to Peter Bonfield.

According to a report from the AFX News, Verwaayen will assume
his new post on February 1 when Bonfield leaves the British
giant.

British Telecom has reduced debts by selling stakes in overseas
mobile networks, shed jobs in its retail business, and spun off
its mobile unit as a separate business.

The company lost 1.48 billion pounds in its second quarter ended
September 30 due to a writedown of its ill-fated joint venture
with AT&T Corp.


EIDOS PLC: Shares Tumble on Mediocre Results
--------------------------------------------

Shares in Eidos, the computer games company behind cyber heroine
Lara Croft, fell 6.5% to a two-month low of 215 pence on Tuesday
after the British video games publisher's key title
underperformed in the charts, Reuters reported.

Eidos said its key titles over the period, version two of Who
Wants to be a Millionaire? and Commandos 2: Men of Honour, failed
to achieve the levels originally anticipated.

A U.K. analyst, who declined to be named, said that Eidos is
going down because of a triple factor of the titles having fallen
in the charts, cautious comments on the results and concern over
the U.S. franchise.

Eidos posted first half to end-September results showing sales
dropping nearly 43% to 31.0 million pounds from 54.3 million.


EQUITABLE LIFE: Union Backs Compromise Deal, Assumes Staff Losses
-----------------------------------------------------------------

Britain's Amalgamated Engineering and Electrical Union has
offered to assume the losses of its staff due to Equitable Life's
attempt to cap its liabilities to policyholders.

According to a Financial Times report, the company is also
calling others to follow suit and is actively campaigning for the
approval of the compromise scheme being peddled by Equitable.

The union, one of Britain's biggest and most politically powerful
trade group, has about 70 out of 450 staff and officers who will
lose in the Equitable deal.

Equitable is planning to cut the value of pension funds by 16
percent.  The compromise deal, though, is offering an uplift to
compensate the loss.

Holders of non-guaranteed annuity rate policies, who have been
offered only 2.5 percent in uplift, stand to benefit the most.

Holders of guaranteed annuity rate policies will get little if
any compensation since the 16 percent cut will be made up for by
a 17.5 percent uplift offered by the mutual in exchange for
waiving the guarantee.

The union is urging its 150,000 members to vote in favor of the
compromise deal as it is convince there is no more "Plan B" for
Equitable.

Equitable's 485,000 individual policyholders and 6,000 pension
group trustees must decide by January 11 whether to accept the
deal.  

If approved, the scheme will allow Equitable to cap its
liabilities to holders of non-guaranteed annuity rate policies,
estimated at about US$2.3 billion.


MARCONI PLC: Bondholders Fear Loss of Rights
--------------------------------------------

Bondholders of Marconi are growing increasingly concerned that
their rights will be diminished if the embattled telecoms
equipment maker successfully restructures its banking facilities.

According to a report from the Daily Telegraph, they are worried
that Marconi's banks, led by Barclays and HSBC, will demand to
have first rights to any cash the company may generate.

In theory, the banks and bondholders are ranked equally in any
list of Marconi's creditors. However, the banks argue that the
first facility matures in March 2003, which is two years ahead of
the first bond. It technically means they currently rank ahead of
bondholders because they will be repaid first.

The banks argued that this ranking should be preserved, possibly
in a legal agreement, if they agree to extend the banking
facility.


MARCONI PLC: Morgan Stanley Buys Marconi Shares
-----------------------------------------------

Marconi said that Morgan Stanley Securities Limited, a member of
the Morgan Stanley group of companies, and its direct or indirect
holding companies obtained an interest in the shares of the
company.

The acquisition resulted in a holding of a total of 95,729,946
ordinary shares, being 3.43% of the issued share capital of the
Marconi.

Marconi is trying to reduce its debt burden of more than 3
billion pounds. It recently raised 25 million pounds from the
sale of 6 million shares in Italian company Lottomatica, and has
already disposed small non-core assets in recent months.


MARCONI PLC: Sees 100-MM-Pound Profit in BT Deal
------------------------------------------------

Marconi PLC expects to make a profit of 100 million pounds over 8
years from a scheme to install Internet terminals in British
Telecom phone boxes across the U.K.

Marconi's net cash outflow on the project is not expected to be
more than 15 million pounds.

BT Payphones, part of the consumer division of BT Retail, will
install 28,000 new terminals, to be built by Marconi, offering
internet access, e-mail and text messaging.

Under the terms of the agreement Marconi will invest in the
terminals while BT will manage the network, provide content and
offer sales and marketing support.


NTL INCORPORATED: Owes International Banks $10.6BB
--------------------------------------------------

NTL Incorporated, the debt-laden cable company struggling to stay
afloat, owes more than 40 international banks $10.6 billion in
unsecured loans, the Daily Telegraph reports.

American investment bank JP Morgan heads the list with $931.78
million, followed by Morgan Stanley with $621.61 million.

In addition to its bank debt, NTL has about $10 billion of
outstanding bonds mostly held by specialist investors in high-
yield debt.

Investors are urgently waiting on how NTL chief executive Barclay
Knapp will stave off a major restructuring or possible
bankruptcy.

Britain's biggest cable operator embarked on a cost cutting
exercise with a layoff of 2,000 workers, on top of the 6,000
redundancies earlier this year.

It is still exploring a number of funding options, including the
sale of its network of 3,000 broadcasting masts.

NTL, struggling with debt of 14 billion pounds, said it is fully
funded until 2003, but by then it will be down to 5 million
pounds of cash, enough for two days' interest payments.

Moody's Investors Service earlier cut the debt and preferred
stock ratings of NTL Incorporated and its subsidiaries to just
three notches above the lowest on a 21-rung scale.


P&O PRINCESS: Replaces GKN in FTSE 100
--------------------------------------

London-based cruises operator P&O Princess Cruises will replace
engineering group GKN Plc in the FTSE 100 stock market index.

According to Reuters' report, the change will be effective after
the close of trading on December 21.

Companies ranked among the largest 90 companies in the U.K. are
automatically included in the FTSE 100, and P&O Princess squeezed
into 88th place at Tuesday's close.

Shares in the cruises company have surged since November 20, when
it announced plans to merge with Royal Caribbean.

In November, P&O Princess Cruises received a downgrade review
from Moody's Investors Service. Its Baa1 rating for senior
unsecured debt was cut to Baa3 on expectation of higher combined
debt levels following the company's merger announcement with
Royal Caribbean Cruises Ltd.


RAILTRACK GROUP: WestLB Suggests "Dream Team" for Management
------------------------------------------------------------

Railtrack plc bidder SWIFTRAIL UK has offered to form an all-star
executive team to run the crippled rail infrastructure group as
existing officials prepare to vacate their posts.

In an article by The Times, Swiftrail adviser David James said
they will convince the government to take in the executives while
the company is under administration.

Mr. James, the miracle worker of Millennium Dome fame, said
Switfrail is willing to let go of the executives and allow them
to be absorbed by the winning company should it lose in the bid.

According to Mr. James, Swiftrail has already engaged recruitment
firm Heidrick & Struggles to help form what he called a "dream
team."

The WestLB-backed Swiftrail has identified six executive
positions that are needed at Railtrack or by its successor, for
that matter.  

Aside from a chief executive and finance director, Swiftrail
believes the firm or its successor would need the following:

     (1) a compliance and regulatory officer to deal with the
         Strategic Rail Authority and the Rail Regulator;

     (2) a contract management director to work with the train
         operating companies (TOCs) and freight operating
         companies (FOCs);

     (3) a capital projects director to formulate big
         infrastructure plans such as the West Coast Main Line
         refurbishment; and

     (4) a maintenance and engineering director.

Railtrack Chairman John Robinson, Finance Director David Harding
and Chief Executive Steve Marshall are rumored to be stepping
down within the week.


SCOOT.COM: To Exit From FTSE Index
----------------------------------

U.K. online directories group Scoot.com PLC is one of the
dot.coms to be facing a humiliating exit from the FTSE AllShare
this week when the UK's main index provider unveils its quarterly
reshuffle, reports the Independent Digital.

Other stocks affected are from websites groups QXL and 365
Corporation, the internet-focused investment bank Durlacher, the
cash-strapped telecoms group Redstone and software house
Infobank.

All have seen their market value collapse to less than 40 million
pounds.

In the nine months to September 30, Scoot recorded a pre-tax loss
of 174.8 million pounds, from 34.2 million pounds last year.

                                    **********

        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,
Salve M. Mordeno and Maria Lourdes Reyes, Editors.

Copyright 2001.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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