/raid1/www/Hosts/bankrupt/TCREUR_Public/020423.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, April 23, 2002, Vol. 3, No. 79


                            Headlines

* F R A N C E *

KALISTO: Shareholders Accuse Firm of Fraudulent Transactions

* G E R M A N Y *

DEUTSCHE TELEKOM: Moves Debt-reduction Benchmark to End of 2003
FAIRCHILD DORNIER: Spending Undermines Quick Takeoff Projections
KIRCHMEDIA: World Cup 2006 Rights Attract Interest From 3 Firms
KIRCHGRUPPE: TaurusHolding to Declare Insolvency Says Paper
VECTRON SYSTEMS: Manufacturer May Be in Danger of Insolvency

* P O L A N D *

ELEKTRIM SA: Maciej Radziwill Named President of Management Board

* S P A I N *

RAFAEL SALGADO: Largest Exporter of Marc Oil Is Insolvent

* S W E D E N *

LM ERICSSON: Nokia Forecast Places Doubt on 2002 Performance

* S W I T Z E R L A N D *

CABLECOM AG: Moody's Lowers Rating to Caa2, Cites Gloomy Outlook

* U N I T E D   K I N G D O M *

AES CORPORATION: Moody's Says Drax to Default on US$395 MM Bonds
AES CORPORATION: Fifoots Receiver Sees Final Deal by Mid-May
BIOCOMPATIBLES INTERNATIONAL: Abbott Deal Will Succeed, Says CEO
ENRON CORPORATION: Wessex Bidder Mulls Action to Re-open Auction
EQUITABLE LIFE: Fraud Office Lawyer Named to Lord Penrose Probe
ITV DIGITAL: To Sell UEFA Rights to Raise Cash for New Plan
NTL INCORPORATED: Milberg Weiss Lodges Class Suit in New York
NTL INCORPORATED: Liberty Media Offers to Buy 30% of New Company
NTL INCORPORATED: Banks Demand US$200 Million More for Euroco
SMARTLOGIK: Software Developer's Funding Will Run Out in 10 Days
SSL INTERNANTIONAL: Three Potential Bidders Line up for Takeover
TELEWEST COMMUNICATIONS: Microsoft, Liberty Back Debt-Equity Swap


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

KALISTO: Shareholders Accuse Firm of Fraudulent Transactions
------------------------------------------------------------

Kalisto, the video games developer, is facing accusations from
Deminor, a French consulting firm, regarding its accounts and a
financial statement.

One week after Kalisto was put into liquidation by the commercial
court in Bordeaux, Deminor, acting on behalf of about 150 of
Kalisto shareholders, is suspicious about the revenues for 1999
(EUR16.4 million), the year in which Kalisto joined the stock
market.

Deminor is raising doubts regarding the sale of a license to a
Swiss company in 1999 as being worth US$7 million (EUR7.9
million). Further, the company is asking about Kalisto's
acquisition of important funding which never materialized.

Finally, it is also questioning the due diligence exercises made
by French bank Credit Lyonnais since Kalisto's flotation.


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

DEUTSCHE TELEKOM: Moves Debt-reduction Benchmark to End of 2003
---------------------------------------------------------------

Debt-laden German telecom operator Deutsche Telekom has further
delayed its debt-reduction plan to end of 2003 as the chances of
floating T-Mobile looks increasingly nil, reports The Times.

The market flotation is key to the plan as the company expects to
raise up to EUR10 billion from the transaction.  CEO Ron Sommers
told the paper recently that today's market condition does not
present an attractive opportunity for the flotation.

Mr. Sommers says he will, instead, focus on disposals of real
estate assets, which according to the report is worth between
EUR2 billion and EUR3 billion.

The telecoms group had earlier promised to reduce its EUR62
billion debt to EUR50 billion by the end of the year.  The delay
could further up the firm's interest payments, as it is likely to
suffer a downgrade on its credit ratings, the report says.

A downgrade could add EUR150 million to interest payments, which
last year reached EUR4.1 billion, the paper says.


FAIRCHILD DORNIER: Spending Undermines Quick Takeoff Projections
----------------------------------------------------------------

Some industry observers doubt the ability of troubled plane maker
Fairchild Dornier to emerge from insolvency quickly, now that the
company's true spending rate has been revealed.

According to Handelsblatt, Allianz AG Paul Achleitner recently
admitted that the insurer extended the company an additional
EUR50 million in fresh funds at the end of last year.  Clayton,
Dubilier & Rice also injected US$80 million into the company's
coffers at roughly the same time.

This is the first time that the two largest shareholders have
admitted the true financial state of the company.  With the rate
of its cash-burn, many now doubt the company will take-off soon.

Recently, the company received a cash injection of US$90 million
from creditors, on top of the US$20 million fresh loan released
early this month.  With the way it's going, this money could be
gone shortly.

It is not clear where the bleeding is coming.  It is widely held,
though, that the development of the plane-maker's 728Jet model
accounts for much of the company's expenses.

Much of the reports that have emerged since the company declared
insolvency early this month have projected the company to recover
quickly due to its ballyhooed US$11.7 billion order books.

Those forecasts were partly doused with cold water last week with
the withdrawal by Gecas of its US$1.4 billion order for 50 of the
company's 70-seater birds.  That contract had contained an option
for another 100 planes.


KIRCHMEDIA: World Cup 2006 Rights Attract Interest From 3 Firms
---------------------------------------------------------------

At least three media rights companies have reportedly approached
KirchMedia for its broadcast rights to the 2006 World Cup that
will be held in Germany, AFX News says.

Sportfive, the rights agency owned by Canal Plus, Bertelsmann
unit RTL Group SA and Groupe Jean-Claude Darmon have each sent
the administrator of the troubled German media group letters of
intent for the rights to the tournament, the report says.

These rights were recently transferred to Kirch Sports, a
subsidiary based in Zug, Switzerland.  The reassignment to the
Swiss unit was made ostensibly to put them beyond the reach of
the insolvency proceedings in Germany.

But the report says, legally, this entity is still part of the
broader KirchMedia group and that any structural change made
three months or less before an insolvency can be overturned.

In February, the company disclosed it had already inked fixed
contracts worth US$1 billion, with more than half of the rights
now sold, the report says.


KIRCHGRUPPE: TaurusHolding to Declare Insolvency Says Paper
-----------------------------------------------------------

TaurusHolding GmbH & Co. KG, another unit of the KirchGruppe
media empire, was expected to file for insolvency yesterday, the
second subsidiary to go to court in as many weeks.

The Financial Times says Taurus was expected to follow the fate
of KirchMedia, as it heavily depends on the latter for financial
subsidies.  Taurus is a holding company for an assortment of media
interests.

Observers interviewed by the paper believe the insolvency of
Taurus will accelerate the break-up of the media empire.  
Bankers, however, say insolvency filings are also advantageous
because it will prevent a "smash and grab" move by any one
creditor and enable administrators to negotiate a more orderly
dismantling of the group.

Already, Bayerische Landesbank, JP Morgan Chase and Lehman
Brothers, have expressed interest in taking over Kirch's 58%
stake in SLEC, the Formula One holding company.  The three banks
hold the stake as collateral to the EUR1.6 billion loan used to
purchase the interest in January last year.


VECTRON SYSTEMS: Manufacturer May Be in Danger of Insolvency
------------------------------------------------------------

Vectron Systems AG, manufacturer of point-of-sale systems, may be
in danger of insolvency.

According to Borsen-Zeitung and FT Information, Vectron has
liquid funds of only EUR1.1 million, while it owes banks EUR18.9
million.

Though the company has put a modest outlook in place this year,
some banking loans fall due on June 30. The company may be forced
to sell some of its assets if it is not to face payment problems.

The bulk of funding comes from Sparkasse Munsterland Ost, sources
of the German paper said.

Cash inflow of EUR2.2 million is expected in April/May from the
reduction of the company' stake in Dutch-based Eijsink from 51 to
49%.

Preliminary results for 2001 showed higher turnover of EUR41.6
million from EUR19.7 million. However, the company also revealed
a net loss of EUR6.6 million attributed to difficulties
encountered with its U.S. subsidiary.

For 2002, the company expects turnover of EUR33 million and
earnings before interest and taxes of EUR1 million.


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

ELEKTRIM SA: Maciej Radziwill Named President of Management Board
-----------------------------------------------------------------

The Supervisory Board of Elektrim S.A., at its meeting held on
April 19, 2002 unanimously made changes in Elektrim's Management
Board, a company statement said Friday.

Maciej Radziwill, member of the Management Board, was appointed
President of the Management Board and Financial Director.

Jacek D. Krawiec was recalled from the post of the Management
Board's President.  The Supervisory Board appointed Robert
Butzke, the President of Elektrim Megadex, as member and Vice
President of Elektrim's Management Board.  

"Assuming the post of the Management Board's President in this
difficult moment will be an honor to me, if I contribute to
Elektrim becoming again a stable and credible company," Mr.
Radziwill said.

The changes in the Management Board are aimed at stabilizing
management and carrying out the necessary restructuring of the
Elektrim Group, as well as reaching a fast and favorable
agreement with the bondholders, the statement read.

Considering Elektrim's financial status, the Supervisory Board
has resolved that the remuneration of management board members
will be reduced by 30%, effective May 1, 2002. The new Management
Board has received this decision.

The Supervisory Board expects the new Management Board to
successfully complete negotiations with the Company's creditors
and carry out the necessary restructuring of the Elektrim Group
to the benefit of the company and its shareholders, the statement
said.


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

RAFAEL SALGADO: Largest Exporter of Marc Oil Is Insolvent
---------------------------------------------------------

Rafael Salgado, with core business exporting marc oil, has
applied for insolvency proceedings, a report obtained from the
Expansion and FT Information said a fortnight ago.

After finding carcinogenic substances in the product, Spain's
health ministry decided in July to withdraw marc oil from the
market last year.

The Madrid-based company posted annual turnover of EUR18 million.
Its liabilities could total EUR6 million, the report says.

Foreign trading, especially to Middle Eastern countries, account
for 70% of sales at Rafael Salgado.

Javier Salgado, the company's marketing director, believes that
Spain's health ministry of banning marc oil in the market was
"totally unjustified."

The decline in export of virgin and extra virgin Spanish olive
oil to Arab countries was also attributed to the marc oil
withdrawal. As a result, turnover at the company slid down to
30% last year.


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

LM ERICSSON: Nokia Forecast Places Doubt on 2002 Performance
------------------------------------------------------------

Analysts have abandoned their projections about Ericsson reaching
its targeted 5% operating margin this year, following Nokia's
gloomy forecast last week, reports the Financial Times.

The paper says analysts expect the company to fall short of its
expectation to have a rebound in the second-half due to an
expected weak first-half performance.

In January, the company warned that it will absorb a SEK4.8
billion loss in the first quarter.  Observers say the guidance
for the second quarter is crucial and will most likely set the
tone for the full-year performance.  

Ericsson was due to release its first quarter figures yesterday.  
Details of the financial disclosure were still unavailable when
this report was filed.

Industry observers interviewed by the Financial Times believe the
company will be forced anew to shed employees.  Already, the last
drive weeded out 22,000 workers from administration, consultants
and handsets.  Analysts now expect that its core network business
will have to shrink to adapt to the order drought.

"They have got to come through with increased restructuring,
otherwise the market will be disappointed," Commerzbank
technology research head Peter Knox told the Financial Times.

Ericsson's new chairman Michael Treschow might just head the
fresh round of cuts.  Mr. Treschow was nicknamed "Mike the Knife"
when he was chief executive of Electrolux.

Last week, Nokia said its handset sales growth will be modest
this year, rising from 380 million to between 400 million and 420
million.

Analysts say Nokia's gloomy forecast has wide bearing.

"When the last optimist in the business isn't so optimistic any
more, it's very telling," one analyst told the Financial Times.


=====================
S W I T Z E R L A N D
=====================

CABLECOM AG: Moody's Lowers Rating to Caa2, Cites Gloomy Outlook
----------------------------------------------------------------

Moody's Investors Service lowered Friday the B3 senior bank
facility rating of Cablecom AG to Caa2 due to the increasing
uncertainty of its near-term liquidity position.

The ratings agency also doubts that the Swiss subsidiary of NTL
Incorporated has the "longer-term ability to grow cash...to
adequately service [its] sizeable debt burden."

In its recent year-end filings, NTL admitted that the unit is in
negotiations with bank lenders regarding waivers for the various
covenant breaches on the senior bank facility.

"In light of the company's high leverage profile (approximately
20x Debt/EBITDA for the full year ending December 31, 2001),
considerable on-going cash requirements, and the increased
liquidity risk resulting from the technical default of the
company's bank facilities (and resultant uncertainty regarding
Cablecom's ability to secure adequate financing in today's
difficult capital markets environment), Moody's believes that it
is increasingly likely that a restructuring of the company's bank
debt may ultimately be required," the agency said in a statement.

Moody's also said that it may have to withdraw from rating the
company if it finds that the voluntary disclosure of information
from the company is insufficient to allow for the proper
monitoring of Cablecom's bank facility rating.

Cablecom AG is Switzerland's largest cable operator with
approximately 53% of the Swiss cable television market as of
December 31, 2001, the ratings group says.

The downgrade affected over EUR2.4 billion of debt instruments.

For more information, contact:

London
Christian Rauch
Senior Vice President
European Corporates
Moody's Investors Service Ltd.
44 20 7772 5454


London
Ted Barac
Vice President - Senior Analyst
European Corporates
Moody's Investors Service Ltd.
44 20 7772 5454


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


AES CORPORATION: Moody's Says Drax to Default on US$395 MM Bonds
----------------------------------------------------------------

AES Drax Energy Ltd., a unit of U.S. power firm AES Corporation,
is in danger of defaulting on its US$395 million junk-rated
bonds, says Moody's Investors Service.

The ratings agency says the unit does not have enough money to
cover the US$22.6 million interest payment due on two bonds in
August.

AES spokesman Ahmed Pasha says the firm is currently negotiating
with banks for a cash injection from its parent company, AES Drax
Holdings Ltd., to pay the bond interest.

"We believe we will get these waivers within four to six weeks,"
the spokesman told Eftagaz.RU.  He declined to name the banks.

The company's bonds' have dropped a third of its face value,
traders told the Russian news outfit.  The unit is based in the
United Kingdom.  It is Western Europe's biggest coal fired power
station.

For more information, you can contact the firm by Mail: PO Box 3
Selby, North Yorkshire, Y08 8PQ, United Kingdom or by Phone: 44-
1757-618381 or 44-1757-618504


AES CORPORATION: Fifoots Receiver Sees Final Deal by Mid-May
------------------------------------------------------------

KMPG, the administrative receiver of bankrupt Fifoots Point power
station, an AES Corporation unit in the U.K., says it could seal
a deal with a buyer in about two weeks.

The accounting firm says it will have a clear idea of who among
the bidders will be offered preferred status by the end of the
month.  

Richard Hill, the plant's administrative receiver, says the
number of bidders has exceeded expectations.  He says the final
sale could happen as early as mid-May.

According to Bloomberg, the plant can fetch GBP100 million.  It
says Innogy, which is being bought by Germany's RWE AG for GBP5.2
billion, is a likely bidder.  Last week, Brian Senior, Innogy's
head of assets and trading, hinted that his firm is interested in
the plant.

AES Corporation idled the Fifoots station in February. It went
into receivership last month.  Built in the 1940s, Fifoots had
been out of commission for six years when it was purchased by AES
in 2000, the news outfit says.

The U.S. power producer refurbished the plant and brought it back
on line.  It is capable of supplying power to about 360,000 homes
in Wales.

A 40 percent drop in U.K. wholesale power prices since 1998 has
made many of the country's generators unprofitable.  TXU Corp.,
Edison Mission Energy and Entergy Corp. all sold stations in the
last two years.  Edison sold two plants last year for less than
half what it paid, leading to a US$1.18 billion write-down, says
the news agency.


BIOCOMPATIBLES INTERNATIONAL: Abbott Deal Will Succeed, Says CEO
----------------------------------------------------------------
  
Biocompatibles CEO Crispin Simon claims it has at least 70%
backing of shareholders for the sale of the firm's stent business
to Abbott Laboratories.

The company was scheduled to put the matter to vote yesterday in
an extraordinary meeting of shareholders.  Details of the meeting
were not yet available as of press time.

Mr. Simon told the Financial Times on Sunday that shareholders
are not exactly against the sale -- they only want some of their
money back.

"Some shareholders said quite reasonably that the money they had
given us had been intended for us to develop our stent business.
Now that it's being sold, they want some money back," Mr. Simon
told the paper.

Since its announcement early this year, the GBP164.7 million deal
with Abbott has been criticized by several analysts,
institutional shareholders and many of the company's 7,000
private investors.

The pressure forced Mr. Simon recently to make concessions, the
main one being the promise of a special dividend of 70p now and
up to 30p in a year or so time, the paper says.

Shareholders opposed to the sale believe the Abbott offer is not
enough.  They plan to scuttle the sale via a variety of spoiling
measures, including a rival management buy-in and a leveraged
buy-out, understood to be backed by KPMG, the report says.

"Abbott almost certainly wants control of the business as it will
provide the most important growth driver in the establishment of
a major cardiovascular franchise.  It is reasonable to assume
they would come back with a higher offer [if shareholders block
the deal]," a source involved in the buy-out attempt told the
Financial Times.

The opposition believes there are other U.S. stent companies, such
as Guidant and Boston Scientific, which could tender a better
package.

But Mr. Simon insists that Abbott's offer is the best deal
available.  He told the paper that there were two basic reasons
for deciding to sell the business.

"First, we ran into some very sticky treacle on patents. The
technology licenses Biocompatibles would have needed to access
the U.S. stent market would have left us without adequate
profitability," he told the Financial Times.

Second, clinical data has been weak. A trial of one of its drug-
coated stents was halted, the report says.  In addition, though
deemed a success, the data fell short of that of the industry
leader Johnson & Johnson.


"Our prospective competitive position was damaged by our failure
to produce stunning data," Mr. Simon explained.

He defends having focused on stents but with the dangers of
failure increasing, it would have been wrong to continue
consuming shareholder's money, the report says.

He says shareholders need not worry about where the company is
headed after the sale.  He argues that there is no shortage of
alternative strategic opportunities.  Biocompatibles' base
technology - the phosphorylcholine on the stent - has wide
applications, to which the company retains rights.

As one of the main ingredients in the outer wall of blood cells,
the substance can "mask" medical devices so they can be inserted
into the human body without being rejected, the paper says.

Stents are small devices used to prop open diseased arteries.  
Sales of these devices have already amounted to US$2.4 billion a
year and are forecast to grow to US$5 billion within a few years,
the report says.


ENRON CORPORATION: Wessex Bidder Mulls Action to Re-open Auction
----------------------------------------------------------------

Cheung Kong Infrastructure Holdings, a majority owned company of
Hong Kong's Hutchison Whampoa, is reportedly planning a legal
action to force the re-opening of the bidding for Wessex Water.

According to the Financial Times, the Hong Kong firm has regarded
as "unfair" the previous bidding, which awarded the water utility
owned by Enron Corporation to YTL of Malaysia for GBP1.24
billion.

The report says the legal tussle could revolve around claims that
Azurix, the Wessex Water parent company controlled by Enron,
agreed a deal with YTL although it had entered separate
exclusivity talks with a banking consortium led by the Royal Bank
of Scotland.

Cheung Kong is allegedly upset that it was not able to re-submit
an offer for Wessex, the paper says.  Bidders unhappy at the
outcome have until April 29 to make representations about the
auction process.  Hutchison Whampoa is expected to decide this
week whether to take legal action.

Meanwhile, the Royal Bank of Scotland denies reports over the
weekend that it is backing the action.  The bank admitted that it
was aware of the action, but denied it was supporting it or that
it is planning to submit a new offer for Wessex Water.


EQUITABLE LIFE: Fraud Office Lawyer Named to Lord Penrose Probe
---------------------------------------------------------------

The Serious Fraud Office denies it is opening an investigation
into Equitable Life's near collapse, which is independent of the
Lord Penrose public inquiry.

The office says a senior lawyer was merely appointed to the
public inquiry, but it doesn't mean it was also conducting a
separate probe.

Jullian Glass, an SFO lawyer with more than ten years experience,
will work under Lord Penrose, the Scottish commercial judge who
heads the public inquiry, The Times says.

The inquiry is scheduled to bare its findings next year and could
recommend that the Government pay compensation to up to one
million Equitable policyholders, the paper says.

The insurer closed to new business in 2000 after the House of
Lords ruled that it must meet undertakings to holders of
guaranteed pension policies in full at a cost of more than GBP1.5
billion.  The firm struck a compromise deal with policyholders
early this year.

Still, many policyholders are glad that an SFO lawyer is part of
the inquiry.  A number of them are mulling various suits against
Equitable and the government aimed at forcing compensation for
their losses due to the debacle.  

The financial dealings entered into by Equitable's former
management have been highly controversial. The Financial Services
Authority is looking into a reinsurance contract underwritten by
Ireco, the GE Capital subsidiary, which ensured that the company
satisfied regulatory solvency requirements in 1999, the paper
says.

In November, investigations by Equitable's new management
uncovered a letter from Chris Headdon, then the society's
appointed actuary, to Ireco that put a cap on the amount that
could be claimed from the GBP700 million contract, designed to
protect the society in the event of a sharp fall in the stock
market.


ITV DIGITAL: To Sell UEFA Rights to Raise Cash for New Plan
-----------------------------------------------------------

Under administration ITV Digital is peddling its pay-TV rights to
air the UEFA Champions League to raise cash for the company's new
business plan that Deloitte & Touche is currently formulating.

The move has triggered speculations that ITV Sport, the sub-
licensee and the subscription-only station run by the troubled
digital network, may be closed beginning the next season.

The Telegraph says the sale of the rights for next season's
competition would raise valuable revenue for ITV Digital.  The
paper did not put a figure on the broadcasting rights.

Deloitte is believed to have drafted a new business plan for the
gasping network.  A meeting is expected to be called early this
week for Keith Harris, chairman of the league, Gerry Murphy,
chief executive of Granada, and Charles Allen, chairman of
Granada, to discuss the details of the new plan.

Accordingly, the Football League has suggested that its matches
be moved from the ITV Sport channel and on to ITV1's regional
programming.  An official statement has yet to be released on how
this move will affect the negotiations.

Neither side has made an official comment, says the paper.


NTL INCORPORATED: Milberg Weiss Lodges Class Suit in New York
-------------------------------------------------------------

The law firm of Milberg Weiss Bershad Hynes & Lerach LLP filed a
class action lawsuit on April 18, 2002, on behalf of purchasers
of the securities of NTL Inc. between August 9, 2000 and November
29, 2002, inclusive.

A copy of the complaint filed in this action is available from
the Court, or can be viewed on Milberg Weiss' website at:
http://www.milberg.com/ntl/

The action is pending in the United States District Court,
Southern District of New York, located at 500 Pearl Street, New
York, NY against defendants NTL, Inc., George S. Blumenthal, J.
Barclay Knapp, Steven Carter and John F. Gregg.

The Complaint alleges that defendants violated Sections 10(b) and
20(a) of the Securities Exchange Act of 1934, and Rule 10b-5
promulgated thereunder, by issuing a series of material
misrepresentations to the market between August 9, 2000 and
November 29, 2002, thereby artificially inflating the price of
NTL securities.

The complaint alleges that, throughout the Class Period,
defendants issued a series of materially false and misleading
statements which failed to disclose, among other things:

     (a) that the Company was unable to effectively integrate
         its acquisitions and, as a result was experiencing
         substantial difficulties in operating its business;

     (b) that the Company was not fully funded until 2003, and
         as a result of its massive debt burden would
         necessarily have to restructure its debt;

     (c) that the Company was underreporting churn rates by
         failing to report terminations and by continuing to
         bill customers for accounts which they had terminated,
         thereby creating the false impression that the Company
         was retaining customers longer and that migrations were
         decreasing; and

     (d) that the Company was improperly delaying the writedown
         of billions of dollars of impaired assets, thereby
         artificially inflating the Company's operating results.

Indeed, after the end of the Class Period, NTL announced that it
would write off over US$11 billion of goodwill and other asset
impairments prior to reporting fourth quarter financial results,
which would result in an astounding loss per share for the fourth
quarter 2001 of US$46.46 per share.

If you bought the securities of NTL between August 9, 2000 and
November 29, 2002, you may, no later than June 18, 2002, request
that the Court appoint you as lead plaintiff. A lead plaintiff is
a representative party that acts on behalf of other class members
in directing the litigation. In order to be appointed lead
plaintiff, the Court must determine that the class member's claim
is typical of the claims of other class members, and that the
class member will adequately represent the class.

Under certain circumstances, one or more class members may
together serve as "lead plaintiff." Your ability to share in any
recovery is not, however, affected by the decision whether or not
to serve as a lead plaintiff. You may retain Milberg Weiss
Bershad Hynes & Lerach LLP, or other counsel of your choice, to
serve as your counsel in this action.

Milberg Weiss Bershad Hynes & Lerach LLP, a 190-lawyer firm with
offices in New York City, San Diego, San Francisco, Los Angeles,
Boca Raton, Seattle and Philadelphia, is active in major
litigations pending in federal and state courts throughout the
United States.

For more information, you may contact Steven G. Schulman or
Samuel H. Rudman by Mail: One Pennsylvania Plaza, 49th fl. New
York, NY, 10119-0165 by Phone: (800) 320-5081 by Email:
ntlcase@milbergNY.com or visit the firm's Website:
http://www.milberg.com


NTL INCORPORATED: Liberty Media Offers to Buy 30% of New Company
----------------------------------------------------------------
    
John Malone, the cable mogul locked out from the recently
announced solution to NTL's woes, is now back in the picture with
an offer to buy bonds that will give him 30% control of the
restructured firm.

Citing the Wall Street Journal, Reuters says Mr. Malone has
reportedly written NTL CEO Barclay Knapp a letter outlining his
offer.  If approved, the Telewest part owner will become the
largest single shareholder of NTL, giving him a chance to wrestle
control of the company.

Some sectors believe the move is part of Mr. Malone's ambition to
merge NTL with Telewest, the No. 2 cable firm in the U.K. and
likewise struggling.  The cable tycoon already owns 25% of
Telewest, which is also planning a debt-for-equity swap.

Neither Mr. Malone nor Mr. Knapp has come out with a confirmation
of the report.  Mr. Malone's Liberty Media was recently denied
the chance to rescue the company with its own plan after Mr.
Knapp allegedly took offense of Mr. Malone's dogged desire to
unseat him.


NTL INCORPORATED: Banks Demand US$200 Million More for Euroco
-------------------------------------------------------------
  
Creditor banks that have yet to approve the debt-for-equity swap
planned for NTL Incorporated are asking bondholders to raise
US$200 million more or forget their plans to control the cable
firm.

The Sunday Times says the call to up further the cash injection
to the weakened cable giant was triggered by the offer of Liberty
Media to buy control of Cablecom, the Swiss subsidiary, for
US$500 million.

The banks want the additional funding for Euroco, the holding
company for the rest of the European businesses, which will be
spun off from the core U.K. and Ireland units.  

The Liberty offer complicates the bondholders' plan as it
presents an attractive alternative for banks.  Cablecom, NTL's
most valuable European asset, is about to go bust after breaching
covenants on its existing US$2 billion borrowings.  

Under the plan, bondholders will take control of the main British
and Irish businesses, while banks will have free reign over the
other European units through Euroco.  Cablecom will be annexed to
this holding firm, which means that banks will bear the burden if
it goes under.

"The bondholders have got to sit down, roll up their sleeves and
understand our concerns about the capitalization of Euroco. The
banks want between US$200 million and US$300 million injected
into Euroco or into Cablecom.  Who's going to risk an $18 billion
rescue for the sake of US$200 million to US$300 million?" an
unnamed banker told The Sunday Times.

The swap, made official last week, will forgive about US$10.6
billion worth of bond debts.  Aside from that, bondholders will
also replenish the company's coffers with a US$500 million cash
infusion.


SMARTLOGIK: Software Developer's Funding Will Run Out in 10 Days
----------------------------------------------------------------

Smartlogik, the distressed software company founded by Internet
entrepreneur Dan Wagner, had its shares slide to a record low
Friday after admitting the business may be forced into
administration within 10 days.

In February, the company was in talks to either sell itself to a
private software provider or sell its assets, a report on the
Independent said Saturday.

With just 10 days to go before funding runs out, Smartlogik has
not closed either deal. Its shares slumped 34% to 0.21p, the
paper said.  

The company, in a statement said that if neither of its
negotiations will be completed by April 30, the group will be
forced to appoint an administrator.

The company was able to raise GBP12 million in a share placing
last summer and cash of GBP1.6 million remaining last month, the
report added.

The group has been hardly hit by a downturn in the economy in the
second half of last year.  The company changed identity since
Wagner floated his company as Maid in 1994. The business was
renamed Dialog, and then, Bright Station before becoming
Smartlogik last year.

As its height, the company's shares hit a high of 190p. However,
company stocks have been pounded by the City along with other
Internet related businesses in the industry.

Wagner left the company last year.


SSL INTERNANTIONAL: Three Potential Bidders Line up for Takeover
----------------------------------------------------------------

SSL International, manufacturer of Durex condoms and Marigolds
rubber gloves, has received a takeover bid from Johnson &
Johnson, household goods company Reckitt Benckiser and other
private equity firms, the Guardian said Friday.

SSL's shares fell 28% to a record low in four years after the
company released a warning its operating margins would fall below
expectations.

Currently, the manufacturing firm is under investigation by the
Serious Fraud Office.


TELEWEST COMMUNICATIONS: Microsoft, Liberty Back Debt-Equity Swap
-----------------------------------------------------------------

Two major shareholders of Telewest Communications Plc, the other
debt-laden cable-TV operator in Britain, are allegedly amenable
to a debt-for-equity swap similar to that of NTL Incorporated.

Citing Business, Bloomberg says Liberty Media and Microsoft Corp.
are reportedly working on plan to buy some of the bonds so that
they can maintain their stake in the No. 2 cable firm.

Details of the conditional agreement with the two shareholders,
each holding about 25% in the company, has yet to be completed,
the news agency says.

Telewest's current debts stand at GBP5.1 billion.  According to
the news agency, interest payments consumed more than a third of
the firm's revenue 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,
Larri-Nil Veloso 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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