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            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, October 29, 2002, Vol. 3, No. 214


                              Headlines


* C Z E C H   R E P U B L I C *

UNION BANKA: National Bank Allows Buy-out of Invesmart

* F I N L A N D *

SONERA CORPORATION: Posts Profit, Increases Debt Slightly

* F R A N C E *

ALCATEL: Wins Multimillion-Dollar Contract With Zhejiang Telecom
PPR: In Exclusive Talks With BNP Paribas Over the Sale of Facet
PPR: Fitch Affirms Long- and Shor-Term Corporate Credit Ratings
VIVENDI UNIVERSAL: Unit Takes Over Concession Contract in Morocco
VIVENDI UNIVERSAL: Files Suit Against Vodafone on Cegetel Issue

* G E R M A N Y *

COMMERZBANK AG: Issues Profit Warning for the Year

* I T A L Y *

TELECOM ITALIA: Introduces MMS Calcio at SMAU 2002

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

MILACRON INC.: Moody's Downgrades Ratings by One Notch
SONG NETWORKS: Wins Contract With Danzas ASG Eurocargo AB

* R O M A N I A *

CFR MARFA: S&P Assigns Single-'B'-plus Issuer Credit Rating

* S P A I N *

CABLEUROPA S.A.: S&P Cuts Long-Term Rating to 'CCC+'

* S W E D E N *

LM ERICSSON: Regulator Approves TietoEnator's Takeover

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

CREDIT SUISSE: Successfully Concludes 2002 Salary Negotiations

* U N I T E D   K I N G D O M *

ABERDEEN ASSET: Assures Compensation Scheme for Failed Trust
AES DRAX: Recovery Prospect for Creditors Bleak - S&P
ALLDAYS PLC: Notice of Temporary Suspension of Trading
BRITISH ENERGY: CEO Hopes to Move to Non-Executive Capacity
CABLE & WIRELESS: Board to Decide on C&W Global's Fate
COLT Telecom: Announces Results for the Third Quarter
GENUITY INC.: Obtains Two-Week Extension Agreement With Lenders
NTL INCORPORATED: Gets Nod to Engage Ernst & Young as Auditors
P&O PRINCESS: Carnival Issues Pre-conditional DLC Proposal
TXU EUROPE: Bondholders Could Be Vulnerable to Asset Sale - S&P


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


UNION BANKA: National Bank Allows Buy-out of Invesmart
------------------------------------------------------
The Czech National Bank permitted Invesmart to buy into Czech's
fifth largest bank, Union banka, after receiving the full
information of the source of funds for the buyout.

The grant was obtained after Invesmart's provided the data on its
second request, says Prague Business Journal.

Invesmart plans to restructure the bank and sell it to another
investor.  It plans to use the purchase price of CZK2.7 billion
to strengthen Union banka's capital and not to shareholders as
provided in the first request.

Union banka has about 100 branches, around 250,000 clients and
deposits of more than CZK 20 billion, approximately around CZK1
billion down since the start of the year.

Invesmart has requested talks with the government on possible
state help in resolving the bank's portfolio of bad loans, many
of which were taken over from failed banks Ekoagrobanka, Banka
Skala, Evrobanka, and Foresbanka, the report says.

Finance Minister Sobotka also says he is prepared to discuss
state help.


=============
F I N L A N D
=============


SONERA CORPORATION: Posts Profit, Increases Debt Slightly
---------------------------------------------------------
Sonera Reports Third Consecutive Record Quarter for Underlying
EBITDA, Acquires Control in Fintur and Increases Subscriber Base
by 60%

Sonera Corporation (HEX: SRA, NASDAQ: SNRA) announces interim
results for the third quarter of 2002.

--  Underlying EBITDA rises to EUR 199 million in the third
quarter (EUR 183 million in the corresponding quarter in 2001),
once again the highest-ever quarterly amount.  

--  Operating profit improves to EUR 100 million (63) in the
third quarter. Excluding non-recurring items, the underlying
operating profit improves to EUR 114 million (99).  

--  Profit before income taxes and minority interest improves
significantly to EUR 77 million (loss of EUR 352 million) in the
third quarter. Excluding non-recurring items, the underlying
profit before income taxes and minority interest improves to EUR
91 million (50).  

--  Earnings per share are EUR 0.04 (loss per share EUR 0.35) in
the third quarter.  

--  Cash provided by operating activities rises to EUR 220
million in the third quarter (84) and free cash flow improves to
EUR 157 million (EUR 10 million negative).  

--  Equity-to-assets ratio improves from the second quarter to
37% at the end of September. Net debt decreases slightly to EUR
2,132 million.  

--  Sonera acquires control in Fintur GSM operations in Eurasia
and adds 1.5 million subscribers. Sonera consolidates Fintur as
of September 2002.  

--  Exchange offer for the merger of Sonera and Telia starts in
October.  

--  Sonera upgrades its full-year outlook: underlying EBITDA to
improve by more than one-third from the 2002 level and to be at
the level of 35% of revenues.  

Performance continues to improve on all fronts during the third
quarter.


EUR Million                      July-September        Change %
                                  2002    2001             
Revenues                         551     549              -
Underlying EBITDA                199     183              9
Underlying EBITDA margin %       36.1    33.3             -
Reported operating profit        100     63               59
Net income (loss)                47      (325)            114
Free cash flow                   157     (10)             1.670

Consolidated revenues in the third quarter of 2002 were EUR 551
million (EUR 549 million in the second quarter of 2001),
remaining at the level of the corresponding quarter of 2001.
Comparable revenues increased by 5%, taking into account
businesses divested and the pro forma revenues of Fintur.

Underlying EBITDA (excluding all non-recurring items) hit record
highs for the consecutive quarter, and rose to EUR 199 million
(183) in the third quarter, representing 36.1% of revenues
(33.3%). The improvement was mainly due to the narrowing of
EBITDA losses from Service Businesses, and the consolidation of
Fintur as of September 2002.

Underlying operating profit also improved to EUR 114 million (99)
and the reported operating profit improved to EUR 100 million
(63), showing a growth of 59%.

Sonera's equity income in associated companies in the third
quarter improved significantly to an income of EUR 5 million
(loss of EUR 41 million), primarily due to the improved results
of Turkcell and Fintur, and the discontinued equity accounting
for Group 3G in Germany, the carrying value of which Sonera wrote
down to zero in the second quarter.

The underlying profit before income taxes and minority interest
almost doubled to EUR 91 million (50). The reported profit before
income taxes and minority interest for the third quarter rose to
EUR 77 million (loss of EUR 352 million in 2001 primarily due to
write-downs on Deutsche Telekom shares). The reported net income
was EUR 47 million (loss of EUR 325 million) in the third
quarter.

The underlying earnings per share were EUR 0.05 (EUR 0.06) while
the reported earnings per share were EUR 0.04 (loss per share of
EUR 0.35).

Cash provided by operating activities in the third quarter grew
significantly to EUR 220 million (84). Cash from operating
activities was improved by higher underlying EBITDA and lower
interest expenses. At the same time, capital expenditures
decreased to EUR 63 million (94), resulting in a considerable
improvement in free cash flow (cash from operating activities
less capital expenditure on fixed assets) for the third quarter
to EUR 157 million (EUR 10 million negative).

In the third quarter, the return on capital employed was 9.0%
(13.3% negative) and the return on shareholders' equity was 10.3%
(34.3% negative).

During the third quarter, Sonera's average payroll was 7,412
(10,442), showing a decrease of 29%, primarily due to the
divestment of business operations. At the end of September, the
number of employees was 7,769, showing a decrease of 23% from the
year-end 2001. The acquisition of Fintur added some 850 employees
in the consolidated number.

Consolidated key figures

                July-   July-        January-  January-        
Full
              Sept.   Sept.  Change  Sept.     Sept. Change  year
EUR million     2002    2001     %      2002     2001    %     
2001

Revenues      551     549     -     1,635    1,631    -     2,187
Comparable
revenue
growth (%)   5.3    10.2     -       6.4      9.6    -       7.6

Underlying
EBITDA       199     183     9       585      407   44       562
Underlying
EBITDA
margin (%)  36.1    33.3     -      35.8     25.0    -      25.7
Underlying
operating
profit       114      99    15       339      155  119       230
Reported
operating
profit       100      63    59       201      989  (80)      951

Equity income
(loss) in
associated
companies     5     (41)  112    (3,974)    (135) n/m      (202)
Underlying
profit (loss)
before income
taxes and
minority
interest     91      50    82       193      (15) n/m        (4)
Reported
profit (loss)
before income
taxes and
minority
interest      77    (352)  122    (3,832)     453 (946)      445
Reported net
income
(loss)        47    (325)  114    (2,616)     353 (841)      409

Cash provided
by operating
activities   220      84   162       509      106  380       197
Capital
expenditures
on
fixed assets 63      94   (33)      170      266  (36)      359
Free
cash flow   157     (10)  n/m       339     (160) 312      (162)
Investments in
shares and
shareholder
loans         32     106   (70)      155      497  (69)      572
Proceeds from
sale of
shares and
other assets  25     768   (97)    1,135    1,943  (42)    2,193
Net debt    2,132   4,494   (53)    2,132    4,494  (53)    3,268
Shareholders'
equity     1,921   3,558   (46)    1,921    3,558  (46)    4,575

Return on
capital
employed (%) 9.0   (13.3)    -     (77.5)     9.9    -       7.9
Return on
shareholders'
equity (%)  10.3   (34.3)    -    (105.2)    13.8    -      10.5
Equity-to-
assets
ratio (%)   36.7    39.1     -      36.7     39.1    -      52.4
Net debt-to-
equity ratio
(gearing)(%) 104.8   107.1     -     104.8    107.1  -      71.2

Earnings
(loss) per
share (EUR) 0.04   (0.35)  111     (2.35)    0.39 (703)     0.44
Shareholders'
equity per
share (EUR) 1.72    3.93   (56)     1.72     3.93  (56)     4.10

Average number
of shares
(thousands)
        1,114,752 906,091    23 1,114,752  906,091   23   924,346
Shares
outstanding
at end of
period
(thousands)
        1,114,752 906,091    23 1,114,752  906,091   23 1,114,752

Average number
of personnel  
            7,412  10,442   (29)    8,176   10,904  (25)   10,482

The interim financial statements have not been audited. The
information on associated companies and other major investments
which is given in this interim report is based on reports
received from the companies or on press releases published by the
companies.

CONTACT:  Mr Kim Ignatius, CFO,
          Phone: +358 2040 54015,
          E-mail: kim.ignatius@sonera.com

          Mr Jari Jaakkola, EVP, Corporate Communications & IR,
          tel. +358 2040 65170,

email: jari.jaakkola@sonera.com

Mr Samppa Seppala, Vice President, Investor Relations, tel. +358
2040 63416 email: samppa.seppala@sonera.com

In the United States, Mr. Steve Fleischer, Vice President,
Investor Relations, tel. +1 973 448 4616 email:
steve.fleischer@sonera.com

Sonera Corporation (HEX: SRA, NASDAQ: SNRA) is a leading provider
of mobile and advanced telecommunications services. Sonera is
growing as an operator, as well as a provider of transaction and
content services in Finland and in selected international
markets. The company also offers advanced data solutions to
businesses, and fixed network voice services in Finland and
neighbouring markets. In 2001, Sonera's revenues totaled EUR 2.2
billion, and profit before extraordinary items and taxes was EUR
0.45 billion. Sonera employs about 7,400 people. www.sonera.com

CONTACT:  Mr Kim Ignatius, CFO,
          Phone: +358 2040 54015,
          E-mail: kim.ignatius@sonera.com
           or
          Mr Jari Jaakkola, EVP, Corporate Communications & IR,
          Phone: +358 2040 65170,
          E-mail: jari.jaakkola@sonera.com
           or
          Mr Samppa Seppala, Vice President, Investor Relations,
          Phone: +358 2040 63416
          E-mail: samppa.seppala@sonera.com
           or
          In the United States,
          Mr. Steve Fleischer, VP, Investor Relations,
          Phone: +1 973 448 4616
          E-mail: steve.fleischer@sonera.com


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


ALCATEL: Wins Multimillion-Dollar Contract With Zhejiang Telecom
----------------------------------------------------------------
Alcatel (Paris: CGEP.PA and NYSE: ALA), the world leader in
broadband access, announced Friday that it has won a multimillion
dollar DSL (digital subscriber line) contract from Zhejiang
Telecom for approximately 180,000 lines. This contract - won
through Alcatel Shanghai Bell, Alcatel's flagship Chinese company
- follows an 80,000 line contract from the operator to Alcatel in
May 2002. With this contract, Alcatel has now supplied a total of
360,000 DSL lines in Zhejiang Province, equivalent to a 60
percent market share.

This project is the second phase of Zhejiang Province's DSL
expansion and the biggest broadband project in Zhejiang so far.
The contract covers the Province's most important cities
including Hangzhou, Ningbo, and Wenzhou. With this expansion,
Zhejiang Telecom will raise its network capacity from 250,000
lines to 600,000 lines, which makes Zhejiang Telecom the fastest-
growing broadband service provider in China.

Michel Rahier, President of Alcatel's broadband networking
activities, said, "We are pleased to be selected again for this
latest phase of Zhejiang Telecom's broadband access network
expansion. Zhejiang Telecom is our biggest domestic customer in
the DSL market in China and our continued relationship is based
on a strong strategic partnership. We will work closely with
Zhejiang Telecom to build the Zhejiang broadband network,
providing broadband access of the highest reliability in order to
fully benefit end users."

DSL is the fastest-growing broadband access service, based on its
affordability and high quality. According to CCID (China Center
for Information Industry Development), DSL subscribers in China
had reached 1.12 million by June 2002 and will more than double
to 2.8 million by the end of this year, clearly demonstrating the
growth potential for broadband in China.

According to data from industry analysts Dell'Oro Group, Alcatel
holds a 37.3% share of cumulative worldwide DSL port shipments up
to mid-2002. In total, Alcatel has shipped more than 19 million
DSL lines worldwide - almost four times that of its nearest
competitor. Alcatel was also the first DSL supplier to penetrate
the China market in 1997. After five years of continued growth,
the company has become the leading DSL provider with 40 percent
market share in China. To date, Alcatel has shipped about one
million DSL lines in China, twice as many as its closest
competitor.

About Zhejiang Telecom
Zhejiang Telecom Corporation is a wholly owned subsidiary that is
completely affiliated with China Telecom. It has 11 city
(prefecture) branches, 62 county (city) telecommunications
offices in Zhejiang province and owns fixed assets of 32.8
billion RMB. Zhejiang Telecom Corporation operates in a variety
of domestic and international fixed telecommunications networks
and facilities (including wireless local loops), voice, data,
image, multimedia and information services based on these fixed
telecommunications networks, relevant system integration and
technology development as well as other telecommunications
businesses that are approved by the state.

About Alcatel
Alcatel designs, develops and builds innovative and competitive
communications networks, enabling carriers, service providers and
enterprises to deliver any type of content, such as voice, data
and multimedia, to any type of consumer, anywhere in the world.
Relying on its leading and comprehensive products and solutions
portfolio, stretching from end-to-end optical infrastructures,
fixed and mobile networks to broadband access, Alcatel's
customers can focus on optimizing their service offerings and
revenue streams. With sales of EURO 25 billion in 2001, Alcatel
operates in more than 130 countries.

About Alcatel Shanghai Bell
Alcatel Shanghai Bell is the first foreign-invested company
limited by shares in the telecommunications sector in China, with
Alcatel holding 50%+1 shares and Chinese shareholders holding the
remainder. The multibillion dollar telecom technology leader
delivers end-to-end telecommunications solutions and high-quality
services, covering the fixed, mobile networking, broadband
access, intelligent optical networking, multimedia solutions and
network applications. It also has a key international R&D center
with full access to Alcatel's global technology pool, developing
original technology for use in China and export to Alcatel's
customers worldwide. With 6,500 employees, an advanced
manufacturing center, and the most extensive sales and support
network in China, it is the only company capable of meeting the
global needs of Chinese customers. For more information, visit
Alcatel Shanghai Bell on the Internet at http://www.alcatel-
sbell.com.cn


PPR: In Exclusive Talks With BNP Paribas Over the Sale of Facet
---------------------------------------------------------------
PPR (EURONEXT PARIS: PP) on Friday confirms that it is in
exclusive talks with BNP Paribas over the sale of a 90% equity
interest in Facet for EUR 869 million (which corresponds to
EUR965 million for 100%) and announced the first phase of its
pullout of its Credit and Financial Services activity.

For PPR, this deal will strengthen its capacity to pursue its
expansion and enable it to enhance its financial structure.

For BNP Paribas, this deal is in connection with its business
expansion plan, which makes consumer lending one of the Group's
strategic areas of focus. It will enable Cetelem to consolidate
its No. 1 position in consumer lending in France and grow its
market share to 30% of revolving credit.

Facet has for the past 15 years successfully managed the consumer
lending business of Conforama (PPR Group). With a portfolio of
over 2 million store cards with a base in the order of 9 million
Conforama customers, Facet's business represents EUR1.2 billion
in outstanding loans, 20% of the outstanding loans managed by
Finaref in PPR's Credit and Financial Services Division. Cetelem
has provided technical support services for the management of
Facet's outstanding loans since it was founded.

The valuation of Facet chosen for a possible transaction is based
on a long-term business relationship involving mutual contractual
commitments. Furthermore, Conforama would retain a 10% minority
interest in Facet, thereby enabling both to benefit from the
strengths of a strategic long-term alliance.

Serge Weinberg, Chairman of the PPR Group's Management Board,
stated:

"Following these talks, our deal with BNP Paribas will show our
ability to establish quality partnerships within our Credit and
Financial Services Division and highlight, through the valuation,
the excellent quality of our assets. This deal is part of our
intention to ultimately sell the credit and financial services
business. It is consistent with our will to maintain a selective
relationship with our financial partners whilst retaining control
over customer interfacing, marketing strategy and customer
databases."

Michel Pebereau, BNP Paribas' CEO, said:

"This acquisition has great strategic value for Cetelem, BNP
Paribas' spearhead in the consumer lending business. Facet is an
excellent asset with high profitability and substantial growth
prospects. This acquisition will not only enable Cetelem to
consolidate its No. 1 position in France but also to be part of
resulting opportunities in the financial services market and the
European expansion of the Conforama Group."

For the purposes of this transaction, BNP Paribas and Cetelem are
being advised by BNP Paribas Corporate Finance while PPR is being
advised by Rothschild and Lazard.

About Finaref:

Finaref, a subsidiary of the Pinault-Printemps-Redoute Group,
offers a full range of financial lending, insurance and savings
services to individuals. Finaref is the leader in store cards in
France with a portfolio of 8.5 million cards (Printemps, Fnac,
Conforama, the Kangourou card and the specialized brands within
the Redcats Group). Its outstanding loans reached 6.3 billion
euros in 2001 and it made 4.1 billion euros in new loans.
Finaref's expansion relies on a multi-channel retail distribution
which combines direct sales (call centres and e-commerce sites)
and a network of over 400 points of sales throughout the Pinault-
Printemps-Redoute Group.

About Cetelem:

Cetelem, a subsidiary of BNP Paribas, is No. 1 in consumer
lending in France and in Europe with 25.3 billion euros in assets
under management as at 30 June 2002, of which 17.2 billion are
managed in France and 8.1 outside the country. For 50 years,
Cetelem has been the preferred choice of the leading national
retailers as they have grown their businesses. Cetelem is also
the preferred choice of banking institutions and insurance
companies to which it brings its expertise in lending and credit.
With a presence in 20 countries and with over 50% of its
employees working outside France, Cetelem is implementing a
global business expansion strategy.

CONTACT:  Pinault Printemps Redoute
          Analysts/Investors :
          David Newhouse
          Phone: 33 1 44 90 63 23
          Alexandre de Brettes
          Phone:  33 1 44 90 61 49

          
PPR: Fitch Affirms Long- and Shor-Term Corporate Credit Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the long- and short-
term corporate credit ratings of triple-'B'-minus and 'A-3',
respectively, on Pinault Printemps Redoute S.A. and its related
entity PPR Finance.

The action follows the announcement that the group is in
exclusive talks to sell 90% of Facet to BNP Paribas for EUR869
million in cash. The move was considered favorable says Patrice
Cochelin, a Standard & Poor's credit analyst. The affirmation was
given in conjunction with another disposal--the sale of the
group's mail order arm for EUR825 million--and the talks of the
sell-off of the rest of its consumer finance division.

The divestments, according to the rating agency, point to more
proactive liquidity management, as a substantial portion of the
related cash proceeds will contribute to net-debt reduction,
while also increasing financial headroom to meet the Gucci put
option."  Standard & Poor's, though, "does not expect PPR to fund
the Gucci option, if exercised, by additional debt," says Mr.
Cochelin.

PPR is a France-based diversified retail, distribution, and
luxury-goods group.


VIVENDI UNIVERSAL: Unit Takes Over Concession Contract in Morocco
-----------------------------------------------------------------  
Vivendi Environnement subsidiary of Vivendi Water has taken full
control of Redal, the company holding a concession for municipal
water, wastewater and electricity services in the region of
Rabat-Sal, in Morocco (2 million people served). Total revenue
for the remaining 26 years of the contract is estimated at 4.5
billion euros.

On October 9, 2002, the contracting authority1 approved the 100%
acquisition of Redal from a group of spanish and portuguese
investors. Compagnie G,n,rale des Eaux now owns 51% of Redal, the
balance being owned by Compagnie Marocaine des Services .
l'Environnement (CSME), the company that manages CGE's business
activities in Morocco.

The original 30-year contract includes an investment program,
principally to improve the quality of services provided to the
customer and extend the networks to cover the whole population.

Vivendi Environnement has now committed to achieving many
additional targets, particularly improving network performance
and carrying out an R&D program to upgrade the services to
international standards.
Through subsidiaries Vivendi Water, Vivendi Water Systems and
CGSP-Onyx, Vivendi Environnement is now a leading player in
services to municipalities in Morocco, with total revenue of more
than 300 million euros.

Vivendi Water, via its subsidiary Amendis, currently provides
drinking water, wastewater and electricity services to 1.2
million people in the Tangiers and T,touan districts. CGSP-Onyx
operates waste management services for FSs-Agdal, Rabat-Hassan
and Oujda. Vivendi Water Systems has also been made responsible
by the National Water Office for doubling the Lafyoune plant's
drinking water production capacity through sea water
desalination.

1 The contracting authority is a council comprising all the urban
and rural communities and districts in Rabat and the surrounding
region: urban community of Rabat Sal, and T,mara, urban district
of Skhirat and Bouznika, and the rural district of Sidi
Bouknadel, Shoul, AZa< and Cherrat.

Vivendi Water, a subsidiary of Vivendi Environnement, is the
leading global provider of water and wastewater services for
municipal authorities, industrial companies and consumers. The
company provides the entire range of outsourcing and design-build
services, as well as equipment and systems. With operations in
more than 100 countries, Vivendi Water serves over 110 million
consumers and 40,000 industrial customers worldwide. It has
revenues of 13.6 billion euros for 2001 and 72,600 employees.


VIVENDI UNIVERSAL: Files Suit Against Vodafone on Cegetel Issue
---------------------------------------------------------------
Vivendi Universal has filed a legal complaint with the Paris
commercial court against the UK based mobile operator Vodafone,
in a move seen as an attempt to buy more time to contest the
latter's offer for Cegetel.

The French communications company, which has until November 10 to
gather funds for its counterbid for the telecoms operator, holds
that Vodafone's deadline breached a shareholder agreement that
says an investor buying into Cegetel must send a letter of
intent, followed by a 30-day period for parties to conduct due
diligence, followed by a further 20-day period for Vivendi to
exercise its pre-emption rights, a report from Europemedia says.

Should the legal suit gain favor from the court, Vivendi would
have an extra 30 days to consider the deal.

According to a previous TCR-Europe report, the prospect of a
legal spat was raised after Vodafone asserted that it does not
need to buy Vivendi's 44% stake to get all-important voting
control of Cegetel, in which it already has a 15% stake.

Vodafone has offered Vivendi EUR6.77 billion for the holding but
says it can win voting control anyway through an agreement to buy
the combined 41% interest in Cegetel of BT and SBC for EUR6.3
billion.


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


COMMERZBANK AG: Issues Profit Warning for the Year
--------------------------------------------------
Germany's third biggest listed bank, Commerzbank, warns of a
possible loss this year due to stock market volatility
underlining the deepening crisis of profitability in the
country's banking sector. The company's chairman, Klaus-Peter
Muller, expressed his concern to the Financial Times.

Revenues in the Germany's commercial banks are drying up as a
result of financial troubles affecting the country's domestic
economy. Germany's economy is feared to succumb to a second
recession within 12 months.

Analysts, according to the Financial Times, believe Commerzbank
will struggle to break even for the year as a whole. They warned
that bad debt charges could be higher than the EUR1.1 billion to
EUR1.3 billion provided for by the bank considering the
deteriorating economic prospects of the country.

Financial Times cited analysts at Salomon Schroder Smith Barney
saying that Commerzbank's weak profitability, rising funding
costs because of rating downgrades, and loan losses leave its
"thin capital ratios vulnerable to any unforeseen losses".

Commerzbank, earlier, abandoned its full-year forecast of
recording EUR700 to EUR800 million in pre-tax profits and warned
of additional job cuts to counteract what is considered as the
slowest business climate in Germany for the past decades.

The bank, whose shares have been trading at less than half their
book value, has signified at the end of last month to undertake
further measures to lessen administrative costs in 2003 by 10% to
EUR5 billion (USD4.89 billion).  The measure is understood to
mean further job cuts on top of the 4,300 already announced.


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


TELECOM ITALIA: Introduces MMS Calcio at SMAU 2002
--------------------------------------------------
-TIM presents MMS Calcio at SMAU 2002: pictures of goals, slow
motion views, the synthesis of matches and comments on MMS
mobiles in cooperation with LA7, ANSA and Acotel.

-TIM has acted very fast in offering this service ahead of UMTS.

-The on-line teams associated with TIM are: Inter, Lazio, Roma,
Torino.   

-TIM is the first company in Europe to launch MMS dedicated to
soccer.

Passions always run high with TIM. The goals of fans' favourite
teams and the magic moments of the football championship are now
directly available on mobile phones! Today a new era has dawned
for Italian soccer fans and sports enthusiasts. One click on the
mobile is sufficient to access football pictures, a synthesis of
a match, a slow-motion viewer and the emotions of the most
popular of Italian sports.

TIM's MMS service has made all this possible. Without having to
wait for UMTS, this new technology now enables photos and picture
sequences to be sent directly to the MMS mobile phones of
customers, who in their turn can retransmit them to another MMS
phone or to the computer of friends or ... adversaries!

Three MMS Football services are dedicated to Italian fans:  

The "Series A TIM" (Italian premiere league) live over mobile
phones. From the football field goals reach fans' MMS mobile
phones only a few seconds after being made (near-live) so they
can exalt in real-time. These are the teams on-line with TIM:
Inter, Lazio, Roma and Torino. An MMS will inform the customer
every time a goal is scored or made against his/her favourite
team. Produced in association with ANSA, a subscription to the
service can be taken out for each team. The service is activated
directly through the wap and web site of i-tim or via an Sms
transmission with the text "MS" to 44123.

Direct from the Stadium. This is dedicated to enthusiasts of the
slow-motion viewer! TIM proposes the virtual simulation of goals
in order to precisely reconstruct the action leading up to the
goal. Produced in association with Acotel, the service is
available for fans of Inter, Lazio, Roma and Torino. An MMS will
inform the customer every time a goal is scored or made against
his favourite team. The service is activated directly through the
wap and web site of i-tim or via an Sms transmission with the
text "MS" to 44123

Created in association with LA7 Tv, this service provides a
summary in pictorial form of the crucial episodes of the day's
football, accompanied by a lively journalistic commentary. The
teams available: Inter, Lazio, Roma and Torino.

The service is activated directly through the wap and web site of
i-tim or via an Sms transmission with the text "MS" to 44123.

The new service, destined to revolutionise the habits of football
fans, was presented today in Milan during the SMAU 2002
Exhibition by TIM's Managing Director, Mauro Sentinelli.

The TIM top league (premiere league) 2002-2003 championship
takes to the field in the name of technology. The MMS service was
launched by TIM last June and after only a few months has
accumulated a series of successes. TIM, the sponsor of the
Italian premiere league (Serie A TIM), the first division (Serie
B TIM), the TIM Cup (the former Italy's Cup), the national
football team and other national teams, official supplier or
official sponsor of the leading football teams is always been
closely associated with the most popular sport in Italy: this
service reinforces that special feeling between TIM and all
Italian sports enthusiasts as well as with the leading clubs in
our football scenario -bringing, once again, technology straight
to heart of the Italian people.

Note:

While chairman Marco Tronchetti Provera said it has already
achieved objectives for reducing debts, the company still has
ongoing projects on the property front that is expected to help
in their drive to trim down owings.


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


MILACRON INC.: Moody's Downgrades Ratings by One Notch
------------------------------------------------------
Moody's Investors Service downgraded the ratings of Milacron Inc.
and its subsidiaries by one notch.

The following specific rating actions were taken:

- Downgrade to B1, from Ba3, of the rating of Milacron's USD110
million senior secured bank revolving credit facility due
December 31, 2004

(The commitment amount and maturity date reflect the terms of the
latest June 2002 letter amendment to the credit agreement);

- Downgrade to B2, from B1, of the rating of Milacron's USD115
million 8.375% senior unsecured notes due 2004;

- Downgrade to B2, from B1, of the rating of Milacron Capital
Holdings B.V.'s EUR 115 million 7.625% senior unsecured Eurobond
notes (guaranteed by Milacron) due 2005;

- Downgrade to B1, from Ba3, of Milacron's senior implied rating;
and

- Downgrade to B2, from B1, of Milacron's senior unsecured issuer
rating

According to Moody's the actions reflect "Milacron's high pro
forma leverage and modest pro forma interest coverage, which are
symptomatic of soft order flow combined with the still highly
uncertain industrial outlook."

The actions also highlight "reduced diversification of Milacron's
remaining business lines, and the particularly cyclical nature of
the company's sales of high-dollar-value plastics machinery."

A stable outlook has been assigned to the ratings to acknowledge
the company's reduction of approximately USD300 million of debt
through asset sales.

Moody's warns that events that could have negative rating or
outlook implications for the company includes: prolonged
recessionary market conditions, the advent of aggressive price
discounting by competitors, an inability to negotiate a workable
amendment to the company's bank credit agreement, or a failure to
locate refinancing alternatives as the company's existing debt
obligations come closer to maturity.

The company, which is headquartered in Cincinnati, Ohio, has
manufacturing facilities in North America, Europe and Asia. It is
a leading global supplier of plastics-processing technologies and
industrial fluids.  


SONG NETWORKS: Wins Contract With Danzas ASG Eurocargo AB
---------------------------------------------------------
In collaboration with a mobile operator and a switchboard
supplier, Song Networks Holding AB's (Stockholmsb"rsen: SONW)
subsidiary Song Networks Svenska AB is supplying a voice solution
which rationalises Danzas ASG Eurocargo AB's fixed and mobile
telephony. The contract runs for 3-years, and the value for Song
Networks is approx. SEK 36 million.

For Danzas ASG Eurocargo AB, the fact that it is now getting a
complete solution for all its telecommunication means a major
cost saving. Danzas is connecting its switchboards to Song
Networks' broadband network and is getting a joint voice solution
for its 29 offices in Sweden. All the staff will be working
towards one and the same solution, which amongst other things
will improve internal call handling, as all the staff will be
accessible via an abbreviated number. Internal calls will also be
free.

"To begin with, the solution will cover Danzas ASG Eurocargo in
Sweden, and in the next stage other Swedish companies within
Danzas. We are also established in Norway, Denmark and Finland,
and will be reviewing the voice solution for these offices. The
cost saving and the fact that Song has networks in the countries
where we have offices were factors crucial to our choosing them
as a supplier," says Jan Pettersson, Telephony Manager at Danzas
IT Nordic/Baltic Countries, who has been responsible for the
procurement.

The solution also gives Danzas the possibility of improved
customer service in that one can control incoming calls to
specific answering positions, depending on the routing-code area
the call comes from and the duration of the waiting time in
customer services. And staff often outside the office can be
connected via Mobile Extension - a service that makes the mobile
subscription into an extension in the switchboard. The
switchboard functionality is transferred to the mobile phone, and
the user only needs one phone number and one phone.

"It is very good news that Danzas is choosing Song as the
operator for its voice solution. We will be directly connecting
Danzas' offices to our Nordic broadband network with uniform
accesses, and can thus offer free internal calls. This gives the
customer a very cost-effective solution," says Mats Almgren, Song
Networks' Sales Director.

About Song Networks, formerly Tele1 Europe, (Stockholmsb"rsen:
SONW) Song Networks is a data and telecommunications operator
with activities in Sweden, Finland, Norway and Denmark. The
Company's business concept is to offer the best broadband
solution for data communication, internet and voice to businesses
in the Nordic region. This means that Song Networks supplies
communication solutions that are attractively customized for each
corporate customer. Song Networks is currently the only pan
Nordic operator investing in local access networks with broadband
capacity. The Company has built local access networks in the
largest cities in the Nordic region. The access networks, which
are linked by a long-distance network is one of the fastest data
and internet super-highways in Europe, with an initial capacity
for customers of up to one gigabit. The Company was founded in
1995 in Sweden and has approximately 1,000 employees. The head
office is located in Stockholm and there are an additional 34
offices located in the Nordic region. See further at
www.songnetworks.net.

About Danzas ASG Eurocargo AB
Danzas ASG Eurocargo AB is one of the leading transport companies
in the field of land-based domestic and foreign transport between
the Nordic countries and to and from the continent, as well as
package distribution. For traffic between the Nordic countries
Danzas ASG is the market leader. Altogether we are to be found at
29 offices in Sweden, 7 in Denmark, 12 in Finland and 7 in
Norway. We offer daily departures to and from all-important
commercial and industrial centres for traditional general cargo
and part-cargo, plus customer-unique transport, storage and
logistics solutions. In all the Nordic countries we have dense
networks for domestic transport, meaning we can offer transport
of the right quality. See further at www.se.danzas.com.


=============
R O M A N I A
=============


CFR MARFA: S&P Assigns Single-'B'-plus Issuer Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned a single-'B'-plus
issuer credit rating to Romania-based freight railway company CFR
Marfa S.A.

While the rating agency noted that the state-owned company has
strong business profile as the near-monopoly operator of railway
freight transportation in Romania, it also warned that the
company's strengths, including its strategic importance to the
Romanian transport sector and its strong relationship with the
sovereign, are offset by other factors.

According to Standard & Poor's credit analyst Ralf Etzelmueller,
these factors are "Marfa's operation in a volatile, high-
inflation, emerging-market economy; low profitability in the
medium term; the ongoing restructuring process, including the
large investment of about $335 million in rolling stock between
2002 and 2007; and high customer concentration".

The rating was assigned a positive outlook to reflect that on the
sovereign, and Standard & Poor's expectation, the Romanian
government will continue to support the company due to its
importance in the country's transportation sector.


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


CABLEUROPA S.A.: S&P Cuts Long-Term Rating to 'CCC+'
---------------------------------------------------
Standard & Poor's Ratings Services lowered the long-term
corporate credit rating on Cableuropa S.A. from single-'B' to
triple-'C'-plus to reflect the increasing concern that the Spain-
based cable operator may not be able to service high levels of
debt and maintain access to its credit facility.

The rating agency, in conjunction, lowered the rating on
guaranteed subsidiary ONO Finance PLC's senior unsecured notes
was lowered to triple-'C'-minus from triple-'C'-plus. The action
affects approximately EUR961 million (USD935 million) of
outstanding bond obligations.

The rating agency mirrors concerns that the cable operator may
not be able to achieve the organic growth rates needed to
adequately meet very high levels of debt in the medium term.  It
also reflects worries that the company may not be able to "to
remain compliant with covenant tests providing access to its
credit facility, particularly in the second half of 2003," says
Leandro de Torres Zabala, a credit analyst and director at
Standard & Poor's Corporate Ratings Europe.

Cableuropa has debts of EUR1.2 billion and heavy negative free
cash flow of EUR333 million in the first half of 2002, due mainly
to heavy interest costs and capital expenditures.

S&P suggests that Cableuropa increase earnings very quickly to
meet obligations. The feat is to be achieved in a challenging
competitive and economic environment.

The rating was assigned a negative outlook to reflect the
difficulties that the company would face in its drive to increase
earnings.


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


LM ERICSSON: Regulator Approves TietoEnator's Takeover
-------------------------------------------------------
The Swedish Competition Authority has approved TietoEnator's
take-over of Ericsson's development operations in Karlstad,
Lulea, Umea and Skelleftea in Sweden. The partnership agreement
was announced on September 26 and means that TietoEnator takes
over approximately 860 employees involved in Ericsson's customer
related software development and maintenance for mobile and fixed
systems. The transfer of the operations is planned to take place
on November 1, 2002. TietoEnator thereby consolidates its
position as the Nordic regions' leading provider of research and
development (R&D) services for the telecom industry. The
employees concerned will be transferred to a new business unit
within TietoEnator Telecom & Media, Sweden, and will constitute a
strong competence basis for TietoEnator's further activities
within the telecom area.

For further information, please call: Eric Osterberg, Senior Vice
President, Corporate Communications, TietoEnator, +46 705 90 05
99.

With almost 12,000 employees and annual net sales of EUR 1.1
billion, TietoEnator is a leading supplier of high value-added IT
services in Europe. TietoEnator specializes in consulting,
building and hosting its customers' business operations in the
digital economy. The Group's services are based on a combination
of deep industry-specific expertise and latest information
technology. www.tietoenator.com


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


CREDIT SUISSE: Successfully Concludes 2002 Salary Negotiations
--------------------------------------------------------------   
The staff councils and employer representatives of Credit Suisse
Group and its subsidiaries in Switzerland have concluded this
year's round of wage negotiations and signed an agreement on
salary adjustments.    
      
The social partners have agreed, in view of the earnings and
market situation, that there should be no general wage increase
as of April 1, 2003.

However, Credit Suisse Group will make 0.5% of the payroll
available for salary adjustments during the year. These funds
will be used in particular to make individual adjustments to the
salaries of junior employees, and for specific cases where a pay
increase is demonstrably justified by market conditions. They
will also be used to reward employees for proven outstanding
performance.

In addition, the minimum holiday entitlement for all employees of
Credit Suisse Group's business units in Switzerland will now be
increased to 25 working days as of January 1, 2003, i.e. the
increase in holiday entitlement agreed in 2001 will be brought
forward by one year.

The social partners are confident that they have reached an
agreement that is acceptable to both sides.    


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


ABERDEEN ASSET: Assures Compensation Scheme for Failed Trust
------------------------------------------------------------
Aberdeen Asset Management assured that it is pushing through with
its rescue plan of granting payment for investors in the
Progressive Growth Unit Trust.

The company issued the assurance to clear reports that the fund
investment manager had abandoned the plan to grant compensation
to investors affected by the Progressive Growth Unit Trust
debacle within three years.

The GBP76 million Progressive Growth Unit Trust was set up in
August 2000 to provide capital growth from investment primarily
in zero dividend preference shares, and was marketed as lower
risk. The trust's shares value collapsed with the split captial
fiasco and has now fallen 73% since its launching.

The concerns were fueled by the cost of the compensation package.
In order to be approved, the scheme also has to satisfy both the
Financial Ombudsman and the Financial Services Authority.

Chief executive Martin Gilbert is scheduled to appear at a
hearing of the Treasury Select Committee on the split capital
trust debacle on Tuesday. Chris "Mr Splits" Fishwick, AAM's
investment director in overall charge of split capital trusts who
recently resigned will also appear before the court.


AES DRAX: Recovery Prospect for Creditors Bleak - S&P
-----------------------------------------------------
The prospects that senior bondholders and bank lenders of AES
Drax Holdings Ltd. and InPower Ltd. would recover their
investment remains uncertain after the demise of TXU Europe Ltd.,
according to Standard & Poor's Ratings Services. S&P's reports
particulary addresses the poor recovery prospect for subordinated
noteholders at AES Drax Energy Ltd. (with InPower and AES Drax
Holdings, collectively Drax).

The energy company has GBP1.2 billion outstanding senior and
GBP270 million subordinated debt. S&P Infrastructure Finance
credit analyst Jan Willem Plantagie disclosed that S&P warns that
"lenders face high uncertainty" concerning funding of the
obligations as the energy sales contract with TXU Europe Energy
Trading, TXU's subsidiary, is expected to end soon.

The rating agency, according to the analyst, doubts the company's
cash-generating capacity considering the current U.K. power
market circumstances.


ALLDAYS PLC: Notice of Temporary Suspension of Trading
------------------------------------------------------
The following security has been temporarily suspended from
trading on the London Stock Exchange from October 28, 2002 7:30am
at the request of the company pending clarification of the
company's financial position.

Alldays Plc

Ordinary Shares of 10p each

fully paid
(0-943-901)(GB0009439018)

This suspension notice follows the earlier suspension from
Official Listing Notice issued by the Financial Services
Authority.

If you have any queries relating to the above, please contact
Securities Management at the London Stock Exchange on 020 7797
1579.


BRITISH ENERGY: CEO Hopes to Move to Non-Executive Capacity
-----------------------------------------------------------
The chairman and chief executive of British Energy, Robin
Jeffrey, is to resign from his post at the troubled nuclear
energy generator. The head, though, hopes to stay as chairman,
but only in a non-executive capacity, says Times Online.

Some observers, however, believe that the loss of confidence in
Mr Jeffrey among shareholders and in Whitehall means his move to
non-executive chairman is likely to be short-lived, the report
says.

The City's Combined Code on corporate governance requires
separating the roles of chairman and executive as a minimum
requirement to help restore confidence in British Energy. But the
body assigned for the task, Heidrick & Struggles, is also an
appointment of Mr. Jeffrey, says sources close to the search.

British Energy, earlier, has called an extraordinary general
meeting to discuss a proposed increase of borrowing limit. The
company had reached agreement with the UK Government on extending
the facility agreement for further two months and on increasing
the facility to GBP650 million.

As the company gave no commitment about the company's long-term
future, the nuclear generator warns that company may be unable to
meet its financial obligations as they mature.


CABLE & WIRELESS: Board to Decide on C&W Global's Fate
------------------------------------------------------
The board of U.K. telecommunications group, Cable & Wireless, is
scheduled to meet this week to come up with a strategic move
concerning its loss-making data services business, C&W Global.

The option being watched closely is whether the group would
decide on closing or selling the operation--a move which could
significantly scale back C&W's global plans, says the Financial
Times.

According to the Financial Times, the panel will decide this week
whether to close or sell C&W Global, the group's loss-making data
whose operations are urged by shareholders to be cut down in
order to meet break-even targets.

Mercer and Deloitte & Touche are among the consultants expected
to present outline of those operations that are unlikely to
break-even targets and the possible costs of closing these
businesses.

C&W Global, the business which accounts for the bulk of C&W's
operation in the US, has been hampered by sharp declines in sales
from achieving cash flow break-even targets. Analysts expect
C&W's revenues for the current financial year to fall to around
GBP2.7 billion, compared to the GBP3.9 billion (USD6 billion)
sales (excluding web-hosting business) it posted last year.

Chris Godsmark, analyst at Investec Securities observes that the
group may restructure cut cost in the US or close or exit the US
in some shape or form. But he further notes "The problem for them
is that they've already cut significant costs out of Global, so
to maintain the existing strategy whilst making further cost
savings would seem to be quite difficult."


COLT Telecom: Announces Results for the Third Quarter
-----------------------------------------------------

* Turnover up 12% to GBP259.0 million
* Gross margin before depreciation improves to 31%
* EBITDA up 203% to GBP19.4 million
* Third quarter capital expenditure reduced to o90 million
* Bond buy back exceptional gain of GBP28.5 million
* Cash and cash equivalents of approximately GBP1 billion
* Directly connected network customers up 38% to 13,478
* Further recognition of COLT's excellent customer service
* Staff numbers down cumulatively by 546 including 170 temporary
and contract workers

Commenting on the results, COLT Telecom Group Chairman Jim Curvey
said:

"Against a background of economic uncertainty and turbulence in
the telecom sector COLT has continued to win new customers and
expand business with its existing customers resulting in turnover
increasing by 12% to GBPo259.0 million compared to the third
quarter of 2001. Gross margin before depreciation improved to 31%
compared to 29% in the third quarter last year and EBITDA
increased by 203% to GBP19.4 million.

"Capital expenditure for the quarter was GBP90 million compared
to GBP 206 million in the third quarter of 2001 reflecting the
completion of the construction of our core network
infrastructure.

"Our cash position remains strong with cash and cash equivalents
of approximately GBP 1 billion at the end of the quarter.
Reflecting the confidence we have in the strength of our
financial position we continued to buy back our bonds and
purchased approximately GBP 57 million of debt securities during
the quarter resulting in an exceptional gain of GBP 28.5 million.
COLT remains on track to achieve its objective of becoming free
cashflow positive during 2005.

"Our results for the quarter also include a provision of GBP 25
million in respect of the previously announced plan to further
reduce employee numbers by up to 800 over the next 12 months and
a non-cash exceptional charge of GBP 551 million in respect of a
write down of the value of certain assets. As at 30 September
COLT's total assets and liabilities were GBP 2,597 million and
GBP 1,620 million respectively."

Steve Akin, COLT's President and Chief Executive Officer said:

"I am encouraged by our performance. We continue to win high
quality corporate business from current and new customers. EBITDA
is growing, capital expenditure is reducing and we are strong
financially.

"COLT's reputation for quality, reliability and excellent service
continues to be recognised by our customers. For the second
consecutive year we received the top award for customer care at
the World Communication Awards. Also for the second year running,
COLT was placed first for customer service in the Communication
Managers Association survey of corporate customers.

"We remain encouraged by the demand we are seeing from corporate
customers with revenues up 23%. We now have over 15,000 directly
connected network services and eBusiness customers. Demonstrating
the attractiveness of COLT's services to a wide range of business
sectors were new wins from the football club FC Barcelona with
whom COLT has a 3 year contract to provide all its hosting
services including media streaming, the Federal Bureau of
Statistics in Germany, the local government authority of Issy les
Moulineaux, Europcar, the car rental company and McCann-Erikson,
the media company. We have continued to win new business from
large existing customers including Deutsche Borse Systems and
Societe Generale.

"Average switched revenue per minute increased by 10% over the
second quarter of 2002, reflecting a further improvement in mix
and a more stable pricing environment generally. Sales to
corporate customers have more than offset the decline in the
wholesale market over the past year with private wire VGEs having
increased by 34% over the position at 30 September 2001.
eBusiness revenue decreased by 5.1% to GBP 12.1 million compared
to the third quarter of 2001.

"As we reposition COLT to be an increasingly pan-European
business with global reach we continue to achieve important
efficiency improvements. In the first nine months of 2002 we have
reduced employee numbers by 376 and temporary and contract
workers by 170. These reductions in employee and other expenses
have contributed to improved gross and EBITDA margins. We will
continue to improve our operating efficiencies and ensure that we
are best placed to deliver the product range and service quality
demanded by our customers."

To see the company's full release:
http://bankrupt.com/misc/Colt.pdf


GENUITY INC.: Obtains Two-Week Extension Agreement With Lenders
---------------------------------------------------------------
Genuity Inc., a leading provider of enterprise Internet Protocol
(IP) networking services, on Friday announced that it is
continuing to negotiate with its lenders in an effort to
restructure its debt, and that the company has received another
two-week extension, or "standstill," from its lenders. As part of
this latest extension agreement with its global consortium of
banks and Verizon Communications Inc., Genuity will make a
payment of $12.5 million to the bank group.

"These extensions have provided us with valuable time as we work
hard to complete these negotiations and reach an agreement that
is satisfactory to all parties," said Paul R. Gudonis, chairman
and CEO of Genuity. "During the next two weeks, we will continue
to work aggressively toward reaching a resolution."

Today's announcement follows a 15-day extension agreement that
was announced on October 11, 2002. This new extension, which runs
through November 12, 2002, was agreed upon by all of the banks
that provided the $723 million in funding that Genuity received
in July 2002 as part of its $2 billion line of credit, as well as
by Verizon, which previously loaned Genuity $1.15 billion. To
date, Genuity has repaid the banks $200 million of its
outstanding debt.

Genuity, the bank group and Verizon have agreed to several
extension agreements following Verizon's decision on July 24,
2002, to relinquish its option to acquire a controlling interest
in Genuity. That action resulted in an event of default for
Genuity as part of its separate credit facilities with the banks
and Verizon.

About Genuity

Genuity is a leading provider of enterprise IP networking
services. The company combines its Tier 1 network with a full
portfolio of managed Internet services, including dedicated and
broadband access, Internet security, Voice over IP (VoIP), and
Web hosting to provide converged voice and data solutions. With
annual revenues of more than $1 billion, Genuity (NASDAQ: GENU
and NM: Genuity A-RegS 144) is a global company with offices and
operations throughout the U.S., Europe, Asia and Latin America.
Additional information about Genuity can be found at
www.genuity.com.

CONTACT: Genuity Inc.
             Media Contacts:
             Susan Kraus, 781/865-3511
             John Vincenzo, 781/865-5468
             or
             Investor Relations Contact:
             Arleen Llerandi, 781/865-3544


NTL INCORPORATED: Gets Nod to Engage Ernst & Young as Auditors
--------------------------------------------------------------
NTL Incorporated and its debtor-affiliates sought and obtained  
approval from the U.S. Bankruptcy Court for the Southern  
District of New York to hire Ernst & Young as auditors and tax  
service providers, nunc pro tunc to May 8, 2002.   

In connection with NTL's chapter 11 cases, E&Y will provide:

     a) audits and reviews examinations of the financial  
        statements of NTL as required;

     b) analyzes accounting issues and advised NTL's management  
        regarding the proper accounting treatment of events;

     c) assistance in the preparation and filing of NTL's  
        financial statements and disclosure documents required  
        by the Securities and Exchange Commission;

     d) advice to NTL's management on the preparation of various  
        aspects of NTL's Disclosure Statement including, but not  
        limited to, the application of fresh start accounting in  
        accordance with AICPA Statement of Position 90-7;  

     e) other audit-related services for NTL as necessary;

     f) advice and assistance regarding tax planning issues,  
        including, but not limited to, assistance in estimating  
        net operating loss carryforwards, international taxes,  
        and state and local taxes;

     g) assistance regarding transaction taxes, state and local  
        sales and use taxes;  

     h) assistance and advice on tax issues in NTL's bankruptcy  
        restructuring objectives and post-bankruptcy operations;  
        and

     i) consulting, advice, research, planning, and analysis of
        of tax issues as requested.   

E&Y's hourly rates are:

                           May 8, 2002 -     July 1, 2002 -  
                           June 30, 2002     June 30, 2003
                           -------------     --------------
Partners and Principals   EUR575 - EUR630    EUR360 - EUR750
Senior Manager            EUR450 - EUR550    EUR475 - EUR575
Manager                   EUR300 - EUR400    EUR325 - EUR425
Junior                    EUR130 - EUR250    EUR120 - EUR200

NTL is the largest cable television operator and a leading  
provider of business and broadcast services in the UK, and the  
owner of 100% of Cablecom in Switzerland and Cablelink in  
Ireland. Kayalyn A. Marafioti, Esq., Jay M. Goffman, Esq., and  
Lawrence V. Gelber, Esq., at Skadden, Arps, Slate, Meagher &  
Flom LLP represent the Debtors in their U.S. Bankruptcy  
proceedings and Jeremy M. Walsh, Esq. at Travers Smith  
Braithwaite serves as U.K. Counsel. At December 31, 2001, the  
Company's books and records reflected, on a GAAP basis,  
$16,834,200,000 in total assets and $23,377,600,000 in  
liabilities.


P&O PRINCESS: Carnival Issues Pre-conditional DLC Proposal
----------------------------------------------------------
Micky Arison, the Chairman and Chief Executive of Carnival, said:

"As a result of very constructive meetings with P&O Princess, we
are thrilled to be in a position to offer a DLC structure to P&O
Princess shareholders. Our DLC not only provides P&O Princess
shareholders with the superior economic terms of our increased
offer, but also enables them to retain their UK listed shares and
to participate in the only dual listed company that will be
included in both the FTSE 100 and the S&P 500. We value the DLC
structure and the benefits it will provide both the shareholders
of Carnival and P&O Princess. We are satisfied that we have
developed a DLC structure which is effective from tax and legal
points of view.

We intend to invite representatives of P&O Princess to join the
Carnival board and believe there will be significant benefits in
sharing the best practices of the two management teams across our
combined enterprise. P&O Princess and Carnival shareholders can
both participate in the future of a combined business, which will
be one of the most exciting and dynamic in the leisure industry.
We believe our DLC proposal provides a superior economic
alternative for P&O Princess shareholders to the Royal Caribbean
proposal. We therefore expect the P&O Princess board to withdraw
its recommendation for the Royal Caribbean proposal and, in due
course, recommend Carnival's DLC."

SUMMARY

- Following negotiations with P&O Princess, the Carnival Board
announces a pre-conditional proposal to enter into a DLC
structure with P&O Princess. The combination of Carnival and P&O
Princess will create a leading global vacation and leisure group.

- Under the Carnival DLC Proposal, the Equalisation Ratio will be
one Carnival Share for every 3.3289 P&O Princess Shares, which is
equivalent to 0.3004 Carnival Shares for each P&O Princess Share,
the same economic terms as those of Carnival's Increased Offer
announced on 7 February 2002. The "look through" value of the
Carnival DLC is 504 pence per P&O Princess Share and values the
entire existing issued share capital of P&O Princess at
approximately o3.5 billion. Carnival Shareholders will hold
approximately 74 %. and P&O Princess Shareholders will hold
approximately 26 %. of the equity of the Carnival DLC.

- The Carnival DLC Proposal includes the Partial Share Offer. The
Partial Share Offer will enable P&O Princess Shareholders to
exchange P&O Princess Shares for New Carnival Shares on the basis
of 0.3004 New Carnival Shares for each P&O Princess Share up to,
in aggregate, a maximum of 20 %. of P&O Princess' issued share
capital.

- Under the Carnival DLC, the boards of Carnival and P&O Princess
will be identical and the Carnival DLC will be managed by a
unified executive management team. Representatives of P&O
Princess will be invited to join the Carnival Board. The DLC
Documents between the two companies will align their economic
interests and enable them to operate as a single economic
enterprise.

- The existing primary listings of Carnival on the NYSE and P&O
Princess on the London Stock Exchange will be maintained and the
existing full index participations of Carnival in the S&P 500 and
of P&O Princess in the FTSE 100 are expected to be retained.


- The Carnival DLC Proposal is subject to certain Pre-conditions
set out below and to the Conditions set out in Appendix I. If the
Pre-conditions are satisfied or waived, Carnival's Increased
Offer will not be made except in circumstances described in
paragraph 8 of the full text of this announcement.

- Carnival expects that the earliest date on which P&O Princess
would recommend the Carnival DLC is in early January 2003, and
that completion would then occur during the first quarter of
2003.

Carnival DLC Proposal

- The Carnival Board announces the terms of a pre-conditional
proposal to enter into a DLC structure with P&O Princess. The
Carnival DLC Proposal includes Carnival entering into the
Implementation Agreement, the form of which has been negotiated
with P&O Princess, under which, and subject to certain Conditions
summarised in this announcement, the companies will agree to
enter into agreements and modify their constitutional documents
(the form of which have been negotiated with P&O Princess) in
order to implement the Carnival DLC. Carnival is satisfied that
the Carnival DLC is effective from tax and legal points of view.

- Under the Carnival DLC, the Equalisation Ratio will be one
Carnival Share for every 3.3289 P&O Princess Shares, which is
equivalent to 0.3004 Carnival Shares for each P&O Princess Share,
the same economic terms as those of Carnival's Increased Offer
announced on 7 February 2002. On implementation of the Carnival
DLC Proposal it is intended that the P&O Princess Shares will be
reorganised such that one P&O Princess Share will be equivalent
to one Carnival Share. Carnival Shareholders will hold
approximately 74 %. and P&O Princess Shareholders will hold
approximately 26 %. of the equity of the Carnival DLC.

- The Carnival DLC Proposal includes the Partial Share Offer for
up to 20 %. of the P&O Princess Shares. If the aggregate amount
of elections under the Partial Share Offer exceeds 20 %. of P&O
Princess' issued share capital when the Partial Share Offer is
made, they will be scaled down.

- If the Partial Share Offer is taken up in full, approximately
79 %. of the equity of the Carnival DLC will be held by Carnival
Shareholders (including approximately 5 %. held by those P&O
Princess Shareholders who have elected for the Partial Share
Offer) and approximately 21 %. by P&O Princess Shareholders who
have retained their P&O Princess Shares. The Equalisation Ratio
will not be affected by the level of the take-up of the Partial
Share Offer.

- The "look through" value per P&O Princess Share under the
Carnival DLC, based on the closing price of USD26.00 per Carnival
Share on 23 October 2002, is 504 pence. This represents:

   - a premium of 59.1 %. to the closing middle-market price of
317 pence per P&O Princess Share on 19 November 2001, the last
business day prior to the announcement of the Royal Caribbean
Proposal; and

   - a premium of 10.8 %. to the closing middle-market price of
455 pence per P&O Princess Share on 23 October 2002, the last
business day prior to the date of this announcement.

- Following completion of the Carnival DLC, it is intended that
the regular dividend payments received by P&O Princess
Shareholders will be consistent with Carnival's regular quarterly
dividend. Had the Carnival DLC been in place for the last four
quarters, the dividends received by P&O Princess Shareholders
would have been approximately 5 %. higher.

- Under the Carnival DLC, the boards of Carnival and P&O Princess
will be identical, and the Carnival DLC will be managed by a
unified executive management team. Representatives of P&O
Princess will be invited to join the Carnival Board. The DLC
Documents between the two companies will align their economic
interests, allow them to pursue common interests and enable them
to operate as a single economic enterprise.

- Although they will be operated as a single economic enterprise,
P&O Princess and Carnival will retain separate corporate
identities and will maintain separate stock exchange listings.
Carnival will continue to have a primary listing on the NYSE. P&O
Princess will continue to have a primary listing on the London
Stock Exchange and is expected to remain eligible for full
participation in the FTSE series of indices, including the FTSE
100. Carnival is expected to retain its existing index
participations, including its participation in the S&P 500.

Pre-conditions and Conditions to the Carnival DLC Proposal

The signing of the Implementation Agreement by Carnival relating
to the Carnival DLC and the making of the Partial Share Offer are
subject to the following Pre-conditions, which Carnival may waive
at its discretion:

- P&O Princess withdrawing its recommendation of the Royal
Caribbean Proposal within 48 hours of this announcement and not
subsequently reinstating such recommendation;

- P&O Princess Shareholders not passing the resolutions to
approve the Royal Caribbean Proposal or the Royal Caribbean
Proposal being otherwise abandoned;

- P&O Princess having given a termination notice under Section
9.01 (c) of the Joint Venture Agreement or the Joint Venture
Agreement having been terminated, at no cost (excluding the
existing termination amount set out in the Implementation
Agreement between P&O Princess and Royal Caribbean, dated as of
19 November 2001) under Section 9.01 (a); and

- P&O Princess signing the Implementation Agreement with Carnival
and recommending the Carnival DLC by no later than 10 January
2003.

In addition, the Panel has ruled that Carnival may not withdraw
its Increased Offer unless holders of not less than 10 %. of P&O
Princess Shares confidentially, and in terms acceptable to the
Panel, confirm to the Panel that they would not intend to accept
the Increased Offer if Carnival has confirmed to the Panel that
such an offer would be made with a non-waivable 90 %. acceptance
condition and a non-extendable first closing date and in
circumstances where: (i) it would not be recommended by the P&O
Princess Board; and (ii) if it were to lapse, Carnival would be
obliged to proceed with the Carnival DLC Proposal. On the basis
that such P&O Princess Shareholder confirmations are received,
the Panel has accepted that if the Increased Offer were made in
such circumstances, it could not become unconditional because the
acceptance condition would not be satisfied and has therefore
ruled that the Increased Offer may be withdrawn subject to
reinstatement as set out in paragraph 8 of the full text of this
announcement.

If the confirmations referred to above are not received by the
Panel prior to 10 January 2003, the Carnival DLC Proposal will be
withdrawn and Carnival will be obliged to proceed with its
Increased Offer. The Carnival DLC Proposal may be withdrawn, and
the Increased Offer may be reinstated, before, on or after 10
January 2003, in the circumstances set out in paragraph 8 below.
Any reinstatement of the Increased Offer will allow Carnival the
normal flexibility to reduce the 90 %. acceptance condition and
to extend it beyond the first closing date.

The Carnival DLC Proposal will be subject to the Conditions set
out in Appendix I.

Benefits of the proposed combination of Carnival and P&O Princess

- A combination of Carnival and P&O Princess will create a
leading global vacation and leisure company with a wide portfolio
of complementary brands, both by geography and product offering,
and will include some of the best known and respected cruise
brands globally. The combination will allow the Carnival DLC to
offer a wider range of vacation choices for its customers and
will enhance its ability to attract customers from land-based
vacations to cruise vacations.

- Under the Carnival DLC the economic interests and incentives of
Carnival and P&O Princess will be aligned under a unified
executive management team and identical boards. Carnival believes
that there will be significant benefits in sharing the best
practices of the management teams across the combined enterprise.

- Carnival expects that the Carnival DLC will generate
significant synergies to the benefit of both shareholders and
customers. These savings are expected to come from the sharing of
best practices to achieve efficiencies from, inter alia,
purchasing, marketing and also from rationalising support
operations in locations served by both companies. Carnival and
P&O Princess have not yet discussed synergies in detail and,
accordingly, Carnival has not revised its previously announced
cost saving estimate of at least USD100 million on an annualised
basis, in the first full financial year following completion of
the transaction. Carnival has conducted an update of its analysis
to reconfirm this estimate, further details of which are set out
in Appendix III.

- The Carnival DLC will benefit from the financial flexibility of
a strong operating cash flow and modest leverage, resulting in a
strong balance sheet and investment grade credit rating.

Approvals required by regulatory authorities

- Carnival, P&O Princess and their respective advisers have had
detailed discussions with the Panel regarding the Carnival DLC
Proposal. The Panel has consented to the making of this
announcement. The Panel has confirmed that, on the basis of
information currently available to it, following establishment of
the proposed Carnival DLC, neither P&O Princess nor Carnival will
be a company to which the Takeover Code applies. Certain of the
protections which would apply to shareholders under the Takeover
Code will be reflected in provisions in the DLC Documents.

- Carnival and its advisers have had detailed discussions with
the UKLA regarding the Carnival DLC Proposal. Carnival
understands that P&O Princess has also had similar discussions
with the UKLA. Based on these discussions, Carnival believes,
that subject to normal document review, the UKLA will approve the
issue by P&O Princess of the circular to P&O Princess
Shareholders convening the P&O Princess EGM.

- Carnival has received clearance from the EC and the FTC for the
combination of its business with that of P&O Princess, pursuant
to the Increased Offer. Carnival has been advised that the FTC
clearance is also applicable to a combination accomplished
pursuant to the Carnival DLC Proposal and, therefore, that
Carnival is not required to undergo any further regulatory
process in the US in relation to the Carnival DLC Proposal.
Carnival may be required to submit to the EC a further filing for
clearance of the combination pursuant to the Carnival DLC
Proposal. Carnival has been advised that there is no reason why
the EC's appraisal of the Carnival DLC Proposal would in any way
differ from its appraisal of the Increased Offer. Accordingly,
Carnival expects to receive a clearance decision from the EC
during the first quarter of 2003.

Shareholder approval process and timetable

- Carnival expects that the earliest date on which P&O Princess
would recommend the Carnival DLC is in early January 2003, and
that completion would then occur during the first quarter of
2003.

- The implementation of the Carnival DLC requires the approval of
the shareholders of Carnival and of P&O Princess. Carnival
expects that once the Pre-conditions have been satisfied or
waived, appropriate documentation will be sent to both P&O
Princess Shareholders and Carnival Shareholders, which will
include further information on the proposed combination and which
will seek their approval for the combination. The documents will
also include a form enabling P&O Princess Shareholders to elect
for Carnival Shares under the Partial Share Offer.

- Micky Arison and certain entities related to the Arison family
have entered into undertakings under which they will be required
to cause shares representing approximately 45 %. of the voting
rights in Carnival to vote in favour of the resolutions to
implement the Carnival DLC at the requisite Carnival shareholder
meeting. Such undertakings are irrevocable except in
circumstances where the Carnival DLC Proposal is withdrawn or
lapses.

Existing Increased Offer

- Carnival has received consent from the Panel that it will no
longer be obliged to, and will not, post its Increased Offer to
P&O Princess Shareholders if the Pre-conditions to the Carnival
DLC Proposal are satisfied or waived by 10 January 2003, except
in specific circumstances that have been agreed with the Panel
and which are set out in paragraph 8 of the full text of this
announcement. Carnival will, however, be obliged to proceed with
its Increased Offer if the Pre-conditions to the Carnival DLC
Proposal are neither satisfied nor waived by 10 January 2003 or
if the confirmations referred to above have not been received by
the Panel prior to, 10 January 2003.

This summary should be read in conjunction with the full text of
this announcement.

CONTACT:  Carnival      
          Phone: +44 20 7831 3113
          Micky Arison
          Howard Frank

          Merrill Lynch                              
          Phone: +44 20 7628 1000
          Philip Yates
          Mark Brooker
          Stuart Faulkner
          Rachel Monk

          UBS Warburg                                
          Phone: +44 20 7567 8000
          Tom Cooper
          Alistair Defriez
          Philip Ellick

          Financial Dynamics                        
          Phone: +44 20 7831 3113
          Nic Bennett


TXU EUROPE: Bondholders Could Be Vulnerable to Asset Sale - S&P
---------------------------------------------------------------
Standard & Poor's Ratings Services notes that bondholders could
be vulnerable to the sale and distribution of TXU Europe Ltd.'s
assets.

While noting that the energy company has not not sold its out-of-
the-money power purchase contracts, the rating agency proceeded
to say, that the sale of the energy company's retail customer
base and generating assets to Powergen does not "fundamentally
change the recovery prospects for bondholders."

The rating agency even warned of greater challenges on determing
the recovery prospects for bondholders and creditors, according
to Standard & Poor's Infrastructure Finance credit analyst
Anthony Flintoff. The difficulty is attributed to the complex
legal and financial structure of TXU Europe.

A report from S&P specifically points out that proceeds from the
sale of valuable parts of TXU Europe are clearly inadequate to
repay bondholders in full, and that power purchase creditors are
potentially in a structurally superior position to the
bondholders.

                              *************

     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 Ma. Cristina Canson, Editors.

Copyright 2002.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$575 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each. For subscription information,
contact Christopher Beard at 240/629-3300.


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