/raid1/www/Hosts/bankrupt/TCREUR_Public/020312.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, March 12, 2001, Vol. 3, No. 50


                            Headlines

* F R A N C E *

MOULINEX-BRANDT: Whirlpool, Merloni Bid for Polar Unit

* G E R M A N Y *

COMMERZBANK AG: Bankers Believe Investec Likely Buyer of Jupiter
DEUTSCHE TELEKOM: T-Online-Bild.de Deal Gets Cartel Office Nod
ELSA AG: To Transfer to Regulated Market Next Month
KIRCHGRUPPE: Axel Allegedly Considering Insolvency Petition
KIRCHGRUPPE: Spokesman Says 'ProSiebenSat1' Is Not for Sale
KIRCHGRUPPE: Lacks EUR 350MM a Year for Premiere Rescue
M+S ELEKTRONIK: Frankfurt Stock Exchange Cancels Listing in Neuer
MET@BOX AG: Court Stays Deutsche Boarse Delisting for Six Months
PRO-LASER LTD: Files for Insolvency After Failure to Secure Funds

* I R E L A N D *

AIB: Royal Bank of Scotland Eyes Citizens-Allfirst Tie-up  
ENERGIS PLC: Board Buys Time, Need Not Pay Interest This Week

* P O L A N D *

DAEWOO-FSO: Tata Emerges as Possible Investor
ELEKTRIM SA: Announces Changes in Elektrim Telekomunikacja Board  

* S W E D E N *

CELL NETWORK: Divests Holdings in Malaysia
CELL NETWORK: Shareholders Propose New Board of Directors

* U N I T E D   K I N G D O M *

BRITANNIC PLC: Aegon Rumored to Bid for Troubled Insurer
CONSIGNIA: Spat With Regulator Escalates
CORDIANT GROUP: Faces Mounting Pressure to Partner With Rivals
ENERGIS PLC: Board Buys Time, Need Not Pay Interest This Week
ENERGIS PLC: Worldcom Steps Forward in Surprise Offer
ENRON CORPORATION: Royal Bank of Scotland Leads Wessex Water Bid
INDEPENDENT INSURANCE: PwC Threatens Lawsuit Against Brokers
JOHN LAING: Kier Wins Right to Buy Property Unit for US$78 MM
MARCONI PLC: Former PR Firm Sues for Contract Breach, Damage
MARCONI PLC: Will Cut 500 Jobs More in U.K., Germany, Italy  
MARCONI PLC: Will Increase Contributions in Pay Pension Scheme
RAILTRACK GROUP: Banks Seen to Loan GBP4.4 BB Additional Funds
RAILTRACK GROUP: FSA Findings Back Shareholders Claim
RAILTRACK GROUP: Swiftrail Offers Another Role in Rescue Plan
ROYAL DOULTON: Rights Issue up for Approval This Week


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


MOULINEX-BRANDT: Whirlpool, Merloni Bid for Polar Unit
------------------------------------------------------

The race to bag Polar, a unit of Brandt that was not included in
the Elco deal in January, is reportedly being tightly contested
by Whirlpool Corporation and Merloni Elettrodomestici SpA.

According to AFX News, the two companies have placed competing
bids for the electric appliance maker, Poland's largest.  

Polar has refused to reveal the details of the bid received by
the Nanterre commercial court, the same court that handled the
liquidation of Brandt parent company Moulinex.

In January the court chose Israel's Elco to take over Brandt, but
the Polar unit was not included in that deal, the report said.


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


COMMERZBANK AG: Bankers Believe Investec Likely Buyer of Jupiter
----------------------------------------------------------------

South African banking and financial services group Investec is
reportedly leading the race to acquire Jupiter Asset Management,
the fund manager being peddled by Commerzbank for GBP600 million.

Bankers say Investec, which has been rumored to make a major
acquisition ahead of its plan to list on the London stock market,
is a likely buyer, as Jupiter will beef up its international
operations.

Investec is the second-biggest fund manager in South Africa and
has funds under management of more than R300 billion and a market
value of around R13.5 billion (GBP920 million).

Meanwhile, the report says Commerzbank is likely going to lose
from the sale of Jupiter, which it bought for more than GBP800
million in two stages, starting in 1995.

Jupiter, which was put up for sale last month, has seen funds
under management slump by GBP3 billion in the past two years to
GBP11 billion as a result of falling stock values, the report
said.


DEUTSCHE TELEKOM: T-Online-Bild.de Deal Gets Cartel Office Nod
--------------------------------------------------------------

The acquisition of Bild.de AG by Deutsche Telekom's T-Online
International AG has been given approval by the German cartel
office, AFX News said in a report late last week.

The cartel office said it approved the deal after both companies
clarified several issues, including the mechanism for billing
those who access Bild.de.

Bild.de is an online version of Germany's best-selling tabloid
newspaper Bild Zeitung.  The company assured the cartel office
that it will not itself offer Internet access; hence its tie-up
with T-Online would not lead to a strengthening of the latter's
market position.

According to Bild Zeitung, users will be able to access Bild.de
through other ISPs, so the content offered by Bild.de will not be
exclusive to T-Online users.  Billing for the content will
therefore not exclusively be done through T-Online, it added.

"Our competition concerns regarding the feared exclusivity (of
Bild.de) and the strengthening of T-Online's dominant market
position have thereby been allayed," cartel office president Ulf
Boege told AFX News.

The cartel office earlier warned both companies not to push
through with the deal.


ELSA AG: To Transfer to Regulated Market Next Month
---------------------------------------------------

ELSA AG has applied to the Deutsche Borse AG to suspend the
listing of its shares on the Neuer Markt by March 28, 2002, and
transfer this to the Regulated Market by April 2, 2002.

In view of the present situation on the capital markets and the
current position of the company, the Mangement Board of ELSA AG
and the provisional insolvency administrator, lawyer Thomas
Georg, decided on the change of segment with a view to reducing
costs.

The Regulated Market is regarded as the more suitable segment for
ELSA AG shares at present.  Tradability of the shares is
unaffected by the transfer.  The security code number (WKN)
507360 will also apply for the Regulated Market.

Elsa AG filed for insolvency proceedings on February 25 at the
Aachen court.

As previously reported in the Troubled Company Reporter Europe, a  
banking pool decided on February 7 to cancel a EUR28 million
credit to Elsa AG effective February 15.

Sweden's SEB and the Netherlands' ABN Amro are believed to have  
been the driving force behind the creditors' action.

One of the creditors, rumored to be Dresdner Bank, notified Elsa  
that the credit facility of EUR10 million, provided until  
March 30, 2002 will not be extended.

Elsa has a current market value of less than EUR20 million  
(US$17.39 million).

For more information:

Sven Heyden
Investor Relations Manager
ELSA AG
Sonnenweg 11
D-52070 Aachen
Germany

Tel:   +49 (0)241 606-1188
Fax:   +49 (0)241 606-1149
E-mail: investor@elsa.de
Web:    http://investor.elsa.com


KIRCHGRUPPE: Axel Allegedly Considering Insolvency Petition
-----------------------------------------------------------

More troubles are in the horizon for Kirch, as Axel Springer
hinted recently the possibility of filing an involuntary
insolvency petition against it, the Financial Times said.

The report says the move is being considered by the German
publisher to force Kirch to honor a EUR767 million "put" option
payment due by end of next month.

Axel Springer had earlier exercised an option, forcing Kirch to
buy the publisher's 11.8 per cent stake in ProSiebenSAT.1,
Kirch's free-TV unit.  

Kirch retorted then that the option was not "legally binding."  
According to the company, the 2000 option contract had not been
properly notarized by the publisher; hence, legally void.

On Sunday, the German publisher confirmed that it was working on
a separate lawsuit to force Kirch to make the payment.  The
company, however, declined to comment on a possible insolvency
petition.

"Our ultimate interest is to find a constructive solution, not a
destructive one," the company told the Financial Times.

Meanwhile, Kirch was scheduled to meet its largest lending banks
in Munich yesterday.  According to the report, the prospect of an
insolvency filing may hasten the banks' decision on refinancing
Kirch's EUR6.5 billion debt.

The company has already offered to shed all non-core activities
and parts of its worst performing core businesses. Assets up for
wholesale or partial disposal include Premiere, its loss-making
pay-TV unit, its 58% stake in Formula One and its 40% stake in
Axel Springer.

It is believed that HypoVereinsbank, one of Kirch's creditors, is
willing to shell out EUR1.1 billion for the Axel Springer stake
if the media group were fully funded, an unlikely prospect
without a refinancing deal with the banks, the report says.

Some large Kirch creditors, however, have privately expressed
skepticism about all lenders agreeing to a refinancing deal, the
report adds.


KIRCHGRUPPE: Spokesman Says 'ProSiebenSat1' Is Not for Sale
-----------------------------------------------------------

Cash-strapped German media giant Kirch Group recently said its
prized asset ProSiebenSat1 is not for sale.

According to the troubled media conglomerate, there is no truth
in the speculation that it is entertaining offers made by at
least three US film groups for said asset.

Earlier, rumors surfaced that AOL Time Warner, Walt Disney and
Viacom have joined a band of companies eyeing to get a piece of
the financially distressed German firm.

"ProSiebenSat1 is a core business. It is not a disposal," said
one Kirch spokesman in dispelling the rumors.

According to The Guardian, ProSiebenSat1 is worth anywhere from
EUR2 billion to EUR3 billion and is Germany's equivalent of ITV.

Meanwhile, AOL Time Warner Chairman Steve Case also similarly
dismissed the speculation, saying the Kirch asset "is not an area
of focus at the moment."

The rumors surfaced after Kirch admitted recently that it will
dispose some businesses to save it from collapsing under debts
estimated at EUR6.5 million.

Most of its problems stem from huge losses associated with its
Premiere pay-TV business and overpaying for iconic sports rights
including the next two football World Cups and a stake in formula
one.


KIRCHGRUPPE: Lacks EUR 350MM a Year for Premiere Rescue
-------------------------------------------------------

Debt-laden TaurusHolding GmbH & Company KG (formerly
KirchHolding) (http://www.kirchgruppe.de/),lacks 350 million  
euros (US$306 million) a year in order to work out a possible
rescue plan for loss-making Premiere World, its pay-television
subsidiary, German news provider Focus said.

In the 90's, Kirch acquired film license contracts for Premiere
and has agreed to pay 300 million euros a year for broadcasting
rights and Hollywood movies in efforts to attract more viewers to
its pay-TV platform, Focus said. Some of the negotiations stretch
through 2009.

The Kirch media empire is currently considering a break-up and
sale of its assets to pay its US$5.7 billion debts.  


M+S ELEKTRONIK: Frankfurt Stock Exchange Cancels Listing in Neuer
-----------------------------------------------------------------

The Frankfurt Stock Exchange announced late last week that due to
the insolvency proceedings against m+s Elektronik AG, the
admission of the shares of the company to the Neuer Markt will be
terminated.  The termination will take effect on April 8, 2002,
12 p.m.

"This does not affect the admission of the shares to the
Regulated Market," the stock exchange said in a statement.

The insolvency court began on March 5 proceedings against  
information technology service provider m+s Elektronik AG  
(Niedernberg), as well as subsidiaries DGW Datennetze GmbH  
(Berlin/Niedernberg), DRV Dr. Bohmer GmbH & Co. KG (Dreieich),  
m+s EDV-Service Verwaltungs-und Beteiligungs-GmbH (Niedernberg)  
and SYSCOTEC Computer GmbH (Niedernberg).

The court has appointed Dr. Werner Schreiber from the law firm
of Wellensiek Grub & Partner as insolvency administrator.

DGW Datennetze GmbH (Berlin) and DRV Dr. Bohmer GmbH & Co KG  
petitioned for insolvency on December 28 at the county court in  
Aschaffenburg.  m+s EDV-Service Verwaltungs- und Beteiligungs-
GmbH (Niedernberg) and SYSCOTEC Computer GmbH (Niedernberg)
followed suit on January 4.  

These petitions became necessary due to the petition for  
insolvency of the parent company filed on December 21, 2001, also  
in Aschaffenburg.  The filing came after the m+s Elektronik  
revealed a widened operating loss during the fiscal year of
EUR36.2 billion, from EUR27.7 billion.  

Meanwhile, the insolvency proceeding for CPO-Cepet GmbH (Hanau)  
was not opened because of insufficiency of existing assets.

For further information, please contact Birgit Hessler at  
telephone (0 60 28) 9 44-10 11 or via e-Mail at  
Birgit_Hessler@mus.de


MET@BOX AG: Court Stays Deutsche Boarse Delisting for Six Months
----------------------------------------------------------------

Met@box (http://www.metabox.de/)can now go on with its  
restructuring plan without fear of being delisted from the Neuer
Markt after the regional court of Frankfurt issued an interim
injunction against Deutsche Borse AG.

The injunction bars a delisting within the next six months even
if the company violates the new delisting rules of the stock
market.  Said rules prescribe an automatic delisting once a
company files for insolvency.

The court says a breach on the injunction is punishable by a fine
of up to EUR250,000.

Earlier, Met@box withdrew its application for insolvency,
claiming it already has funds gained from financial markets and
asset sale.  

The company's restructuring program has recently received support
from Venture Capital Agent & Consult VCAC GmbH.  According to the
Frankfurt Stock Exchange, there are also other investors who
intend to shell out EUR6 million to EUR14 million into the
technology-company in the next two to six months.

The company is willing to guarantee the solvency of the
interested investors for at least EUR6 million.

VCAC GmbH will actively assist the company for six months,  
especially for the Met@box 1000-launch in the area of B2B, B2C  
and consulting.

For further information, contact Melanie Hoffmann, Management
Public & Investor Relations, at telephone 05121/75 33-116
Fax 05121/75 33 75 or via e-Mail at hoffmann@metabox.de


PRO-LASER LTD: Files for Insolvency After Failure to Secure Funds
-----------------------------------------------------------------

The Board of Directors of Pro-Laser Ltd. announced last week that
despite the efforts of major shareholders, it has been unable to
refinance its operations.

The Board acknowledged the severe liquidity crisis, which has to
be seen in conjunction with the bankruptcy of its core subsidiary
Pro-Laser Weco in Germany, and recognized that as a result of the
crisis Pro-Laser Ltd is no longer able to meet its financial
obligations or conduct its normal operations.

In light of these facts, the Board has decided to file for
insolvency.

Based in Israel, Pro-Laser Ltd. develops, manufactures and
markets ophthalmic lens inspection and measurement systems, based
on advanced computerized image processing technologies.

For more information, contact Jacky Buchmann via e-mail at
BOH@pandora.com.


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


AIB: Royal Bank of Scotland Eyes Citizens-Allfirst Tie-up  
---------------------------------------------------------
  
Talks are rife that Royal Bank of Scotland is allegedly looking
to merge its Citizens subsidiary with Allied Irish Banks'
troubled US division, Allfirst.  

In a Times report recently, the bank is said to be eager to shell
out EUR2.7 billion for Allfirst, the bank that figured in a
US$691 million rogue trading scandal.

The report says under the terms of the deal AIB could retain a
stake in the merged entity, offering it at least some exposure to
the lucrative US market.

A number of banks are thought to be running a slide rule over
AIB, although market watchers believe that the troubled bank will
escape a full-scale takeover bid, largely on the back of
competition issues, the report adds.

Meanwhile, the AIB board is expected to convene today to discuss
the findings of an independent report into the activities of John
Rusnak, an Allfirst foreign exchange trader who racked up huge
losses over a period of at least five years.

The independent report is expected to highlight the complete lack
of controls in Allfirst.  The damaging report is similarly
expected to lead to the departures of Frank Bramble, Allfirst's
chairman, and Susan Keating, its chief executive, the report
says.


ENERGIS PLC: Board Buys Time, Need Not Pay Interest This Week
-------------------------------------------------------------

Cash-strapped telecom firm Energis need not make a crucial
interest payment this week, affording it a much-needed breathing
space, The Observer has learned recently.

The paper said the board was able to buy some time over the
weekend, with the so-called "drop-dead date" moved some weeks
off.

Accordingly, this affords the company enough time to come up with
a salvage plan.  The firm's financial advisers -- Bank of
America, Dresdner Kleinwort Wasserstein and Goldman Sachs --
allegedly want to save the firm's UK arm, which is now nearly
profitable.

Energis was scheduled to pay some GBP13 million in interest this
week, a due that could have easily pushed it over the brink had
it not been extended.

Had Energis defaulted on this payment, equity investors would
have lost everything and the company would be in the hands of
bondholders.

The extension affords Energis the chance to seek a capital
injection to keep itself alive long enough to draw up a salvage
plan.

The report says the company's fate now largely rests in the hands
of a 16-bank lending syndicate led by Barclays, which has an
interest in keeping Energis alive so it can recover as much as
possible the money it has lent.


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


DAEWOO-FSO: Tata Emerges as Possible Investor
---------------------------------------------

Indian car manufacturer Tata Engineering, part of the Tata Group,
is reportedly interested in ailing Polish automaker Daewoo-FSO.

Maciej Lesny, India's Deputy Economy Minister, who also heads the
government-appointed Daewoo-FSO restructuring team, in replying
on Tata Group as possible bidder said: "I can neither confirm nor
deny this information."

According to Polish daily Puls Biznesu, a Daewoo-FSO employee
admitted in an interview that Tata's name "comes up during talks
with the staff."

Tata Engineering is India's largest vehicle maker and a major
passenger car producer. It made US$1.73 billion last year.

An industry insider, however, told the Polish daily that a buyout
is disadvantageous to Daewoo-FSO because Tata has been making
losses since September last year.

The Indian company faces competition from over three other
potential investors.  Lesny said a decision on the new investor
will be finalized by April 20 at the latest.


ELEKTRIM SA: Announces Changes in Elektrim Telekomunikacja Board  
----------------------------------------------------------------

The Management Board of Elektrim S.A. (http://www.elektrim.pl/)
announces that the Extraordinary Shareholders' Meeting of
Elektrim Telekomunikacja Sp. z.o.o. was held Thursday and made
changes in the Supervisory Board of the said subsidiary.

Elektrim S.A. is now being represented by the following members
of the Supervisory Board of Elektrim Telekomunikacja Sp. z o.o.:
Dariusz Jacek Krawiec, Jan Stanislaw Rynkiewicz i Jacek Marek
Walczykowski.


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


CELL NETWORK: Divests Holdings in Malaysia
------------------------------------------

As part of the streamlining process, IT and telecoms solutions
provider Cell Network is selling its holdings in its Malaysian
subsidiary, the company announced Saturday in a statement.

The divestment does not affect the Group's result or cash
position during 2002 since a provision was made for the capital
loss in the fourth quarter accounts, the company said.

During the second half of 2001, Cell Network Malaysia posted
losses and had a negative cash flow.  The company, with 60
employees, is not deemed able to achieve profitability within a
reasonable time. The divestment means that Cell Network no longer
has any commitments towards the subsidiary.

The buyers are members of the local management and the deal is
therefore covered by the Act on Certain Directed Placements in
Stock Market Companies etc. (Leolagen), which means that it is
subject to the approval of the general meeting of shareholders of
Cell Network.

Cell Network AB is a leading consulting company operating in the  
IT/Internet and Telecom sectors.  The company delivers business-
critical solutions, taking full responsibility for strategy,
technology, design and content.

Cell Network is listed on the Stockholm stock exchange's O-
list/Attract40 and has about 1200 employees in seven countries.  
Read more about Cell Network AB at http://www.cellnetwork.com/.

For more information, contact Robert Karlsson, Dir. Corporate
Communications, by Phone: +46 8 546 966 14, +46 709 565141



CELL NETWORK: Shareholders Propose New Board of Directors
---------------------------------------------------------

Cell Network AB announces that its annual general meeting will be
held on April 12, 2002 for shareholders that represent over 40%
of all votes in the company.

The group will propose that Maria Lilja, Lars O. Petterson and
Niklas Flyborg be re-elected to the board and that Jan Sjoqvist
and Jan Signell be elected as new members. Jan Carlzon and Rune
Rinnan have decided not to stand for re-election. Maria Lilja is
recommended as the new chair of the board.

Jan Sjoqvist was President and CEO of NCC from 1993 to 2001.
During a ten-year period, he also held various posts within ASEA
(now ABB), including the post of Chief Group Controller. Sjoqvist
is on the board of directors of StoraEnso, SSAB, Swedia Networks,
Green Cargo, The Stockholm Chamber of Commerce and Lannebo
Fonder.  The 53-year-old Sjoqvist has a degree in economics from
the School of Economics and Commercial Law at Goteborg
University.

Jan Signell has been President of Ericsson in Taiwan for three
years. He has been employed by Ericsson with mobile
communications as his main area of expertise since 1985 and has
had several executive posts, including that of Marketing Director
for Ericsson Far East. Signell, 40, has a degree in economics
from Stockholm University and a degree in computer science from
Stockholm University/KTH (Royal Institute of Technology).

For more information, please contact: Robert Karlsson, Director
of Corporate Communications, Cell Network Phone: +46 8 546 966
14, +46 709 565141; Lars O Petterson, Chairman of the Board, Cell
Network Phone: +46 70 555 2690.


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


BRITANNIC PLC: Aegon Rumored to Bid for Troubled Insurer
--------------------------------------------------------

Speculations are in the air that Aegon, the Dutch financial
services company, may be considering a bid for Britannic, which
declared itself for sale last week.

In a recent report, Reuters said industry observers believe the
Dutch insurer may be a potential buyer, as it has openly showed
in the past eagerness to expand its presence in Britain.

Last year, Aegon held talks with rival British insurer Royal &
Sun Alliance for its life and pensions business, but the
discussions broke down over price.

An industry analyst interviewed by Reuters said Aegon would
probably cast its eyes over Britannic, as the company needed to
get bigger in the competitive British life and pensions market.

Meanwhile, analysts say GE Capital, Germany's Allianz and UK
mutual Royal London could also be interested in Britannic.

The group was affected by a GBP280 million slide in investment  
returns, resulting in a spectacular pre-tax loss of GBP223.3
million, against a GBP64.4 million profit last time.

A year ago, Britannic made more than 2,000 salesman and support  
staff redundant as a result of disposing of the sales force at a  
cost of GBP90 million.

Britannic has commissioned investment bank Merrill Lynch to sound  
out potential buyers for the company after being damaged by  
the fall in equity markets in 2001.

It is believed that Merrill is talking with Royal London and
Australian-owned AMP, as well as branch-based banks such as
Alliance & Leicester and Abbey National.


CONSIGNIA: Spat With Regulator Escalates
----------------------------------------

PostComm, the antitrust regulator, claims that Consignia, the
former post office group had circulated "irresponsible and
inaccurate" information.

According to the Electronic Telegraph Monday, Martin Stanley,
chief executive of PostComm, fired off an angry letter to
Consignia's managing director, Stuart Sweetman, saying: "I am
writing to express my disappointment at the irresponsible and
inaccurate letter that Consignia sent to MPs on March 6,
compounded by an equally inaccurate press release the same day."

The conflict is about how much Consignia's revenues will be
affected by opening it up to competition, a plan that PostComm
intends to do by April.

PostComm says it will affect only one-third of the market.
Consignia, however, says it makes up half of the postal market
and will cost the company GBP2 billion in lost revenue or an
equivalent of GBP250 million in lost profits over five years.

Consignia CEO John Roberts says the PostComm proposal to open up
the entire monopoly to competition is unrealistic. Consignia
currently has a monopoly on letters costing less than 1 pound to
post, but this will also be taken away.

A Consignia spokesman said there are five days of consultation to
go and a full response to PostComm should be expected next week.


CORDIANT GROUP: Faces Mounting Pressure to Partner With Rivals
--------------------------------------------------------------

Troubled advertising company Cordiant Communications Group Plc is
facing growing pressure to combine with competitors after
Publicis Groupe SA bought Bcom3 Group Inc. to become the No. 4 ad
company, says Bloomberg, citing analysts.

The need to expand and compete may prompt French communications
firm Havas Advertising to bid for Cordiant, the report adds.

Aegis Group Plc, one of Europe's largest media service firm, and
Grey Global Group Inc. may also be in need of partners.

Considering that the industry is at its worst slump in a decade,
ad firms have been rushing to expand through acquisitions, as
clients demand worldwide services in order to maintain market
share.

Publicis will buy Bcom3 for US$3 billion.  The transaction will
make it jump from sixth to fourth place in the ad company
rankings. It trails Interpublic Group of Cos., Omnicom Inc., and
WPP Group Plc.

Havas, Grey and Cordiant will become the sixth-, seventh- and
eighth-biggest ad companies according to 2000 worldwide gross
income figures supplied by industry magazine Advertising Age.


ENERGIS PLC: Board Buys Time, Need Not Pay Interest This Week
-------------------------------------------------------------

Cash-strapped telecom firm Energis need not make a crucial
interest payment this week, affording it a much-needed breathing
space, The Observer has learned recently.

The paper said the board was able to buy some time over the
weekend, with the so-called 'drop-dead date' moved some weeks
off.

Accordingly, this affords the company enough time to come up with
a salvage plan.  The firm's financial advisers -- Bank of
America, Dresdner Kleinwort Wasserstein and Goldman Sachs --
allegedly want to save the firm's UK arm, which is now nearly
profitable.

Energis was scheduled to pay some GBP13 million in interest this
week, a due that could have easily pushed it over the brink had
it not been extended.

Had Energis defaulted on this payment, equity investors would
have lost everything and the company would be in the hands of
bondholders.

The extension affords Energis the chance to seek a capital
injection to keep itself alive long enough to draw up a salvage
plan.

The report says the company's fate now largely rests in the hands
of a 16-bank lending syndicate led by Barclays, which has an
interest in keeping Energis alive so it can recover as much as
possible the money it has lent.


ENERGIS PLC: Worldcom Steps Forward in Surprise Offer
-----------------------------------------------------

U.S. telecom group Worldcom has reportedly made an undisclosed
offer to cash-strapped British telecom firm Energis, bringing to
seven the total number of known bidders, says the Daily
Telegraph.

In recent weeks, the embattled company has been approached by
Apax Partners, Carlyle Group, Kohlberg Kravis Roberts, Providence
Capital, Blackstone Group and Alchemy.  Many more bids remain
undisclosed.

Worldcom is the highest-profile bidder that has so far come
forward.  Its move surprises the industry as the U.S. firm, famed
for its aggressive acquisition strategy, has seen the value of
its own shares plunge, the report said.

Energis is close to collapse after it racked up with more than  
GBP1 billion (US$1.4 billion) of net debt.  It plans to shed  
its European units, fire 400 workers to save GBP25 million a year
and renegotiate bond debt in a bid to persuade banks to lend  
the money it needs to survive.   
  
The company has lost 99% of its value over the past year and  
faces relegation from the FTSE 250 Mid-cap index when the index  
compiler reshuffles this month.  
  
Founded in 1993, Energis is an IT services and
telecommunications solutions provider. It focuses on the business
marketplace, offering integrated solutions from a portfolio of
data, voice, connectivity, complex-managed hosting and managed
application services.

The company has a significant presence in the U.K., Germany, the
Netherlands, Switzerland, Ireland and Poland.


ENRON CORPORATION: Royal Bank of Scotland Leads Wessex Water Bid
----------------------------------------------------------------

Royal Bank of Scotland, which has been involved in water utility
acquisitions lately, appears to be the preferred bidder of Enron
Corporation's Wessex Water in England.

According to the Financial Times, the bank together with Abbey
National has emerged as the likely winner in the bid to bag the
Enron asset worth GBP1.2 billion.

The report says a sale may be announced early this week.

There are at least two other bidders for the utility supplying
the southwest district of England.  Cheung Kong Infrastructure
Holdings, a majority-owned firm of Hong Kong's Hutchison Whampoa,
and YTL, a large Malaysian development and energy group, are also
trying to grab the asset.

If successful, this bid will be the latest in a series of heavily
debt-financed water company purchases of the Royal Bank of
Scotland.  At present, the bank is also underwriting the bulk of
the finance for First Aqua's GBP2.05 billion purchase of Southern
Water.

Last year, the bank also financed the purchase of Welsh Water by
Glas Cymru, a self-styled Welsh people's company, and supported a
management buy-out of Brockhampton, owner of Portsmouth Water.

Schroder Salomon Smith Barney, the US investment bank, is
handling the sale.

Wessex is the main asset of Azurix of which Enron owns a third
directly and controls another third through its 50 per cent
interest in Atlantic Water Trust. It paid GBP1.3 billion to buy
Wessex in 1998.


INDEPENDENT INSURANCE: PwC Threatens Lawsuit Against Brokers
------------------------------------------------------------
  
The row over whether or not insurance brokers are still bound to
remit premiums to bankrupt Independent Insurance could end up in
a suit, The Times said yesterday.

PricewaterhouseCoopers, the liquidator of Independent Insurance,
has threatened to sue hundreds of insurance brokers if they fail
to remit the premium clients paid them just before the company
went into liquidation last year.

Brokers are refusing to pass on the money, claiming they are not
under any obligation to do so as the insurer misled them with its
finances.  Clients also believe they should not pay for policies
that are now worthless.

The liquidator has already written a demand letter addressed to
Class Law, which acts for a number of brokers, the report said.  

PricewaterhouseCoopers urges brokers to comply with an
arrangement set up under the Biiba trade body that calls on them
to provide information on dealings with Independent, so that both
sides can reach a settlement.


JOHN LAING: Kier Wins Right to Buy Property Unit for US$78 MM
-------------------------------------------------------------

U.K. homebuilder Kier Group Plc has bagged the right to buy the
property unit of John Laing Plc, Bloomberg reported Sunday.

Citing a Sunday Telegraph report, Bloomberg said Kier won the
auction with a GBP55 million (US$78 million) bid for the unit.

Kier may announce the acquisition today along with its financial
results, the paper said.  Jones Lang LaSalle Inc. advised the
sale.

After its consummation, the sale will transform John Laing into a
pure housebuilder and an infrastructure business working on
Private Finance Initiative-style projects.

"We cannot grow both housing and infrastructure. Strategically we  
have to work out what we want to be," Laing finance director  
Adrian Ewer was quoted as saying in January.

Laing has just been through a refinancing exercise with a  
GBP73 million rights issue and a management shake-up.  Its net
debt stood at GBP170 million as of December 2001.


MARCONI PLC: Former PR Firm Sues for Contract Breach, Damage
------------------------------------------------------------

Public relations firm Hill & Knowlton has gone to the High Court
to demand still unpaid dues from Marconi plc and damages
representing lost income, the Observers said Sunday.

The firm claims it is owed GBP1.7 million, which is part of the
GBP5 million contract it inked with former CEO Lord Simpson in
October last year.  H&K also wants GBP1.6 million for lost
earnings.

The PR firm receive the axe shortly after Mr. Simpson's ouster
last summer, following a disastrous profit warning.  

His replacement Mike Parton, wanting a "fresh team for a fresh
start," immediately cancelled H&K's contract along with those of
financial advisers UBS Warburg and Credit Suisse First Boston,
and that of Brunswick, which handled Marconi's City PR.

H&K was supposed to coordinate Marconi's worldwide PR effort on a
retainer of up to GBP5 million a year.


MARCONI PLC: Will Cut 500 Jobs More in U.K., Germany, Italy  
-----------------------------------------------------------

Marconi PLC intends to cut 500 more from its workforce in the
U.K., Germany and Italy, as it moves ahead with a business
review, according to the Sunday Times.

The troubled telecoms equipment maker removed 225 jobs in
Liverpool and over 200 in Coventry. Marconi sought 850
redundancies in Germany and 300 in Italy last week, AFX news
said.

The company, which had about 41,000 employees at the end of 2001,
said in January it would cut 4,000 jobs this year.

Marconi's value has plunged to less than half a billion pounds
from a peak of GBP35 billion, after clients slashed on telecoms
network equipment spending last year.


MARCONI PLC: Will Increase Contributions in Pay Pension Scheme
--------------------------------------------------------------

The London-based communications equipment maker Marconi announced
plans to increase the contributions into its final salary pension
scheme, the Sunday Telegraph reports.

The beleaguered group plans to increase its contributions to 8.2%
of employees' salaries, from 6.6% starting April, the paper adds.
Marconi estimates the move to cost in the low millions.

It also said that following a recent independent actuarial review
at the end of September, the company will provide additional
GBP16 million a year into the fund for the next 12 years to make
up a GBP137 million past service deficit.

Despite a decision to put in the additional funds, Marconi's
pension scheme was still fully funded until September 30 under
both the controversial new accounting standard FRS17 and the
minimum funding requirement.


RAILTRACK GROUP: Banks Seen to Loan GBP4.4 BB Additional Funds
--------------------------------------------------------------

Banks are expected this week to heed the call of Ernst & Young
for an additional GBP4.4 billion loan to keep Railtrack going
until its transfer to a new ownership structure.

According to the Financial Times, banking institutions are
expected to respond positively, but cautiously to the call.

Ernst & Young, Railtrack's administrator, says the additional
loan will be guaranteed by the government and will be used to
repay trade creditors, to cover about GBP2 billion in emergency
aid from the government last year, and to provide further working
capital.

The report says the banking sector is likely to be cautious in
dealing with firm after an FSA report last week found no evidence
that Railtrack directors withheld information about the company's
financial position.

The said report appears to back claims that the Transport
Minister Stephen Byers erroneously placed the company in
administration in October last year.  

Shareholders are presently considering a suit against Mr. Byers.


RAILTRACK GROUP: FSA Findings Back Shareholders Claim
-----------------------------------------------------

Railtrack shareholders contemplating a suit against Transport
Minister Stephen Byers gained more ammunition last week after the
Financial Services Authority cleared the company's directors of
wrongdoing.

According to a Times report, the Authority, in a letter, told
Railtrack legal director Simon Osborne last week that it has not
found any evidence the company broke any City rules on disclosure
before October 5 last year, two days before Mr. Byers put the
company into administration.

This information is crucial for the shareholders, as it
apparently shows that it was the government's action that forced
the firm into administration, and not an impending insolvency.

The report says Mr. Byers forced the firm into administration
when he withdrew support for a funding plan being discussed with
two of the company's directors.

Railtrack believes that it became insolvent only because of that
withdrawal of support.  Mr. Byers maintains that he forced the
administration order because the company was insolvent.

In a statement, the Transport Department said its decision to
petition for administration order was "necessary to protect the
public interest."

But Railtrack Group CEO David Harding says the FSA findings only
proved that Mr. Byers's claims about insolvency were not true.

"The directors kept the market fully informed and the company had
nothing to hide," he told The Times.

The FSA, in conducting the probe, examined all internal
documents, business plans and meeting notes from Railtrack
between May 24 and October 5.


RAILTRACK GROUP: Swiftrail Offers Another Role in Rescue Plan
-------------------------------------------------------------

WestLB-backed Swiftrail, which until recently had vigorously bid
for Railtrack, is allegedly arranging a "fresh scheme" with the
U.K. Treasury to help the company exit from administration early.

According to AFX News, this time Swiftrail wants to offer a debt
facility to the Company Limited by Guarantee, the government
vehicle that is set to take over the troubled firm.

Swiftrail hopes to earn millions from arranging and selling the
bonds, which the government vehicle plans to use to finance its
acquisition of Railtrack.  The bonds will be secured against
income.

The WestLB-backed firm earlier dropped its bid for Railtrack over
concerns that the bidding process was skewed in favor of the CLG.  
Another bidder Babcock & Brown is believed to have the same
reason for pulling out of the bidding.


ROYAL DOULTON: Rights Issue up for Approval This Week
------------------------------------------------------

The decision to continue with a GBP18.9 million rights issue
could be had this week if Waterford Wedgwood fails to present an
alternative, said the Financial Times in a recent report.

Waterford had asked for the postponement of a shareholders
meeting last week, which was supposed to pave the way for the
rights issue.

Waterford, which recently upped its stake in Royal Doulton from
14% to 21%, urged the board of the 200-year-old china firm to
consider other restructuring proposals.

The stakeholder, however, assured the company it will vote in
favor of the 3-for-1 rights issue should both sides fail to agree
on an alternative proposal.

A resolution for the fundraising exercise will again be put to a
vote this week.

Royal Doulton badly needs extra cash to secure additional funds
to turn the business around.  Last month it unveiled a GBP14
million pre-tax loss for 2001. The rights issue was intended to
cut net debt from GBP24 million to GBP6 million.

If the issue is successful, Royal Doulton's banks have agreed to
provide a new GBP30-million-loan facility, available until 2005.

                                  **********

     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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