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/raid1/www/Hosts/bankrupt/TCREUR_Public/020828.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 Wednesday, August 28, 2002, Vol. 3, No. 170 Headlines * B E L G I U M * LERNOUT & HAUSPIE: Court Confirms Chapter 11 Plan for Subsidiary * C Z E C H R E P U B L I C * KOMERCNI BANKA: Fitch Upgrades Individual Rating of Bank to "D" * F R A N C E * ALCATEL SA: Loses Coil Partnership With Mitsubishi Materials NORTEL NETWORKS: India's SPANCO Offers Nortel Networks Solutions ALCATEL: Signs Deal With Turk Telekom on Internet Dial-up Access * G E R M A N Y * DYCKERHOFF AG: Moody's Downgrades Group's Long-term Debt Rating KIRCHMEDIA: Allows Investors to Buy Majority Stake in ProSiebenSat * I R E L A N D * JEFFERSON SMURFIT: Announces Waiver on Regulatory Conditions * I T A L Y * FIAT: Italenergia Completes EUR 800MM Public Offer ALITALIA: Successfully Completes Capital Increase TELECOM ITALIA: To Cut British Telecom Stake * P O L A N D * STOCZNIA SZCZECINSKA: Workers rally at Bankrupt Polish Shipyard * S P A I N * JAZZTEL PLC: Shares Soar 20% Amid Merger Speculations * S W E D E N * SONG NETWORKS: Fritidsresegruppen Buys Communication Solution * U N I T E D K I N G D O M * WORLDCOM, INC.: AOL's Questionable Revenue Linked to WorldCom V SWT FINANCE: Notice of Default on 12.5% Sr. Sub. Notes Due 2010 INVENSYS PLC: Introduces New Application to Increase Productivity TADPOLE TECHNOLOGY: Launches SPARCbook 5000 Unix Notebook MARCONI: Takes a Step Closer to Restructuring Deal ============= B E L G I U M ============= LERNOUT & HAUSPIE: Court Confirms Chapter 11 Plan for Subsidiary ---------------------------------------------------------------- A Chapter 11 liquidation plan for Lernout & Hauspie Speech Products NV unit L&H Holdings USA Inc. is under way, a report on the Dow Jones Newswires says. According to recent court documents, Lernout & Hauspie says the court overseeing its Belgian case recently determined that some substantial claims against it were not secured. With the ruling, Lernout & Hauspie said it now stands ready to finalize plan negotiations with the committee representing its unsecured creditors and to file its Chapter 11 plan, the report adds. The news outfit confirms no plan was filed as of Monday. Lernout & Hauspie and L&H Holdings filed for Chapter 11 in November 2000 in the U.S. Bankruptcy Court in Wilmington, Del., and about a year later sold a substantial part of their speech and language technologies business to ScanSoft Inc., Dow Jones further reports. The news agency says that "a day after filing for Chapter 11, L&H also began a concordat proceeding in Belgium, that country's equivalent to Chapter 11. On Oct. 24, 2001, the Belgian court put Lernout & Hauspie into liquidation and appointed five liquidators to dispose of its Belgian assets." The software developer plans to use the proceeds of the sale of its assets to pay creditor groups and Lernout & Hauspie, the unit's sole equity holder. L&H further plans to pursue claims the unit may hold against third parties, which could include actions against the companies' former officers and directors, prepetition auditors and others in connection with alleged fraud and accounting irregularities. According to Lernout & Hauspie's court papers, it may need a more complicated plan structure than L&H Holdings, which wasn't a party to any public debt issues or credit facilities. The companies admits they fear that L&H's proceeding in Belgium could interfere with its ability to complete a joint plan. Former L&H affiliate Dictaphone Corp., which provides dictation, speech-recognition and recording systems for medical and commercial uses, also had filed for Chapter 11 with the other two L&H companies, but emerged from Chapter 11 in late March as an independent company, Dow Jones says. =========================== C Z E C H R E P U B L I C ============================ KOMERCNI BANKA: Fitch Upgrades Individual Rating of Bank to "D" --------------------------------------------------------------- Fitch Ratings, the international rating agency, has upgraded the Individual rating of Komercni banka (KB) to 'D' from 'D/E' and removed it from Rating Watch Positive. The rating agency further affirms the Long-term, Short-term and Support ratings at 'BBB+', 'F2' and '3' respectively. The upgrade reflects the progress the bank has made in improving risk systems and corporate governance, the satisfactory levels of reserves it holds for non-performing assets, and the adequate level of its capital. The rating continues to take into account the bank's moderate underlying profitability and the need for further restructuring. The Long-term and Short-term ratings reflect potential support from its French owner, Societe Generale, rated 'AA', and are constrained by the Czech Republic's sovereign ceiling. KB is one of the three largest banks in the Czech Republic and a major lender to the corporate sector. It has a c.20% share of the Czech customer deposits Since its purchase of KB in October 2001, SG has continued with the restructuring initiated by the previous management, reviewed the loan portfolio and enhanced reserve levels in the troubled CDO portfolio. Going forward, SG is keen to expand KB's relatively small retail banking franchise and introduce a range of new products to boost fee income. However, management will find it hard to grow the loan portfolio with quality business in an increasingly competitive market, and it may take time for new fee products to gain acceptance. Furthermore, KB's two main competitors have strong retail franchises and benefit from foreign owners who took control earlier than SG. =========== F R A N C E =========== ALCATEL SA: Loses Coil Partnership With Mitsubishi Materials ------------------------------------------------------------ Mitsubishi Materials Corp ends its partnership in the copper coil business with Alcatel SA, in preparation for its business integration in October with Sumitomo Electric Industries Ltd., the Nihon Keizai Shimbun reported, citing sources close to the deal. According to the Japanese paper, Mitsubishi Materials now intends to focus on materials such as copper alloys. In 1998, Alcatel bought a 12 % stake in Optec Dai-Ichi Denko Co, a Mitsubishi Materials group, which manufactures copper coil used in home appliances and other products. At around the same time, Mitsubishi Materials invested in Alcatel's production units in the US and Portugal. Both manufacturing firms have now sold the stakes back to one another, sources of the news agency say. Despite the move, Mitsubishi Materials will maintain its technical cooperation with Alcatel in copper products other than coil, the report adds. NORTEL NETWORKS: India's SPANCO Offers Nortel Networks Solutions ---------------------------------------------------------------- SPANCO Telesystems and Solutions Ltd. (SPANCO), India's leading provider of IT services, plans to design, deploy and manage networks using metro and enterprise solutions from Nortel Networks under a "channel partner" agreement. As a "Nortel Networks nPower Channel Partner," SPANCO plans to offer Nortel Networks Symposium* customer contact center solutions, Succession* and Meridian* ITG voice over IP services, Alteon* security and content distribution services, Passport* and Baystack* local (LAN) and wire area (WAN) network solutions to enterprises in India. "SPANCO is committed to enabling Indian enterprises to take advantage of the growing business opportunities enabled by new and innovative IT services," said Kapil Puri, chairman, SPANCO Telesystems and Solutions. "Combining our strengths in consulting and implementation with the breadth of Nortel Networks portfolio creates a powerful synergy, one that will allow India's enterprises to benefit from best-of-breed solutions." "In the enterprise market, Nortel Networks blueprint for growth is based on close working relationships with specialist channel business 'partners,'" said Ravi Chauhan, vice president, Enterprise Solutions, Nortel Networks India. " This agreement with SPANCO will not only bring both companies new business opportunities, but also empower India's enterprises with a comprehensive range of proven solutions that meet specific business needs, optimize IT and technology investments, and enhance their competitive advantage in the marketplace." Nortel Networks metro and enterprise solutions are helping to change the way enterprises do business around the world by enhancing productivity and introducing new, more cost-effective solutions. Today, Nortel Networks provides enterprise communications solutions to nine out of 10 FORTUNE 1000 companies, representing more than 45 million users, and one out of every five small to medium-sized businesses globally. Nortel Networks was #1 in global market share for multiservice WAN and edge switches, enterprise ATM switches, IP service switches, and IP VPNs (virtual private networks) in the first quarter of 2002, according to various reports from Synergy Research Group, the Dell'Oro Group, Infonetics Research, and Gartner. Nortel Networks was also #1 in U.S. contact centers and voice over IP market share for the fourth quarter of 2001, according to InfoTech. "Nortel Networks nPower Channel Partner" program is a strategic initiative designed to help position sales channels to improve market visibility, increase profitability, and streamline and prioritize customer service. SPANCO Telesystems and Solutions (www.spancotele.com), a public limited company listed on Bombay Stock Exchange, is a leading telecommunications integration and network engineering company. SPANCO provides network and system integration services in the areas of IT enabled services, telecommunications network engineering, managed network services, multiservice WAN/LAN, IP telephony, security solutions, and voice and terminal-based customer contact centre solutions. In the carrier networking space, SPANCO has extensive experience with large network infrastructure projects for railways, defense, oil and natural gas, and other industry sectors. Nortel Networks is an industry leader and innovator focused on transforming how the world communicates and exchanges information. The company is supplying its service provider and enterprise customers with communications technology and infrastructure to enable value-added IP data, voice and multimedia services spanning Metro and Enterprise Networks, Wireless Networks and Optical Networks. As a global company, Nortel Networks does business in more than 150 countries. More information about Nortel Networks can be found on the Web at www.nortelnetworks.com. ALCATEL: Signs Deal With Turk Telekom on Internet Dial-up Access ---------------------------------------------------------------- Alcatel (http://www.alcatel.com)has been awarded a contract by Turk Telekom for the deployment of a Internet dial-up access and Voice over IP (VoIP) network in Turkey. Alcatel's solution will allow Turk Telekom to provide new revenue-generating services in a multimedia environment. Under the agreement, Alcatel - the sole supplier for this project - will provide a fully integrated solution including its Alcatel 5020 Softswitch and the Alcatel 5735 Service Management Center, supporting SIP protocol, and Commworks TC1000 Dial-IP/Media Gateways. This deployment will enable Turk Telekom to face efficiently and cost-effectively the growing amount of Internet dial-up traffic in their traditional network. It will also enable them to smoothly migrate towards next generation networks and offer additional services such as click-to-call, Internet call waiting, virtual second line and advanced call forwarding. This project, which is a premiere in the region, will cover over 100 locations throughout Turkey and will be deployed in four phases. Deliveries for the first phase will start this summer, and are expected to be completed by October 2002. Lutfi Yenel, Chairman of Alcatel in Turkey, said: "This project reinforces Alcatel's leadership in providing powerful and reliable solutions to help incumbent operators migrate towards NGN. The primary factor for this success is the strength of our Alcatel 5020 Softswitch family in terms of flexibility, modularity, open architecture and price competitiveness, enabling any type of multimedia services." Alcatel's next generation solutions are currently deployed with 35 customers around the world; 20 NGN applications are in commercial deployment with 11 customers and 43 are in field trials. ============= G E R M A N Y ============= DYCKERHOFF AG: Moody's Downgrades Group's Long-term Debt Rating --------------------------------------------------------------- Credit ratings agency Moody's Investors Service reports it the downgrade of senior long-term debt rating of Dyckerhoff AG to Baa3 and the short-term debt rating to P-3. According to the credit rating group, "the downgrade is based on Dyckerhoff's weakened financial profile reflecting its deteriorating operating performance amidst a continuously depressed market environment in its key market Germany". "The rating also considers a potentially impeded financial flexibility resulting from a depressed cash flow due to the group's large exposure to the troubled German market, which is delaying the planned debt reduction," Moody's further explains. On this ratings action, Moody's "also recognizes the prospects for a moderate free cash flow from the group's well-established business, the appropriate liquidity position considering all available sources of cash as well as management's commitment to debt consolidation." Moody's says that "the company is currently experiencing a cyclical downturn in the German cement business (which represents about 40% of total sales), resulting from a historic overbuild of capacity and protracted slump in commercial and residential construction in Germany". "In light of the weak economic outlook and few attempts to adjust industry capacity, Moody's does not expect a sustained recovery in the near future," Moody's further continues. The agency further reports that "Dyckerhoff recently settled the antitrust investigation related to an alleged price and volume fixing collusion by consenting to co-operate with the German authorities. The settlement against payment of EUR 95m is likely to accelerate consolidation and price competition in the domestic industry. The amount will be payable in several annual installments. Moody's views that despite these payment terms, the fine will reduce Dyckerhoff's financial flexibility in terms of substantial outflows of cash in the future and charges to equity". Moody's recognizes that: "In response to the persistent economic pressure, Dyckerhoff has started a cost reduction initiative comprising of overhead cost-savings, labor force reductions and cuts in capital expenditure." The agency says that during its review on the German group, Moody's "will assess the pace of capacity adjustments in the industry, the impact of the recent anti-trust settlement on cement prices, and the compensating effects of cost saving measures. It will also consider the execution risk involved with the restructuring initiatives and other possible measures to strengthen financial flexibility". Moody's outlines that the following ratings have been downgraded: - Dyckerhoff AG: Issuer Rating, Baa3 (from Baa2) - Lone Star Industries Inc.: Senior unsecured debt, Baa3 (from Baa2) - Dyckerhoff AG: Short-term debt, Prime-3 (from Prime-2) The ratings remain on review for possible further downgrade. Dyckerhoff AG, headquartered in Wiesbaden, Germany, is an established cement producer. It is among the market leaders domestically, in Europe and is also represented in the U.S. The Group's sales for 2001 amounted to EUR2.4 billion. KIRCHMEDIA: Allows Investors to Buy Majority Stake in ProSiebenSat ----------------------------------------------------------------- Marking what might be the first step towards its break-up, KirchMedia confirms it is planning to allow investors to directly purchase its majority stake in broadcaster ProSiebenSat.1 Media, a report from the Business Scotsman says. The insolvent German television group is putting up its assets for auction following its filing for insolvency in April. The group is said to own a large film library and sports rights, including World Cup football, and controls ProSieben, Germany's largest commercial broadcaster, the daily reports. Auction organizers earlier said they pledge to would avoid a break-up and would consider selling the whole company only as a single package. But on Monday, a Kirch spokesperson confirmed that the company is looking at allowing investors to buy ProSieben stake, AFX reports. Prospective buyers of KirchMedia will have to bid for full control of ProSiebenSat1 Media AG. According to takeover regulations, implemented since January, an acquisition of more than 30% of a business demands a public offer based on the company's average share price during the previous 90 days' trading. Three groups with bid of up to EUR2.6 billion have been elevated to the second round of the auction. The bidders are U.S. investor Haim Saban and France's most-watched television channel, Television Francaise 1 SA; Sony Corp., the consumer-electronics maker, and Commerzbank AG, and a group of existing KirchMedia shareholders. ============= I R E L A N D ============= JEFFERSON SMURFIT: Announces Waiver on Regulatory Conditions ------------------------------------------------------------ MDCP Acquisitions waived Offer conditions (e) and (f) which relate to certain regulatory clearances. As a result, MDCP Acquisitions announces that it has now received or waived regulatory conditions (b) to (i) as set forth in the Offer Document of July 5, 2002. The Offer currently remains conditional, inter alia, on the capital reduction which effects the Spin-Off being approved by the High Court of Ireland at a hearing scheduled for tomorrow, August 27, 2002. Subject to the Offer becoming or being declared unconditional in all respects, holders of JSG Shares who accept the Offer will receive EUR 2.15 in cash for each JSG Share. A Loan Note Alternative is available to eligible JSG Shareholders as described in the Offer Document. In addition, as a result of the Spin-Off described in the Offer Document and the Spin-Off Circular, each JSG Shareholder will own one share of common stock of Smurfit-Stone Container Corporation for every 16 JSG Shares held. The Offer is presently scheduled to be declared unconditional in all respects on September 3, 2002. This is subject to the Irish High Court approval mentioned above being granted, valid acceptances of at least 80 % of JSG Shares remaining available for acceptance on 3 September 2002, and satisfaction or waiver by MDCP Acquisitions of all other outstanding conditions to the Offer. To ensure that JSG Shareholders who have not yet accepted the Offer receive their proceeds of the Offer at the earliest possible date, they should complete and return the Form of Acceptance so as to be received as soon as possible and by no later than 1:00 p.m. (Dublin time), 8:00 a.m. (New York City time) on 3 September 2002. In the event the Offer is declared unconditional in all respects, it will remain open for acceptances for at least fourteen additional days thereafter. Prior to the Offer Period, persons deemed to be acting in concert with MDCP Acquisitions owned or controlled 81,316,666 JSG Shares, representing at that time approximately 7.48 %. of the issued share capital of JSG of which valid acceptances in respect of 81,314,619 JSG Shares have been received. Save as disclosed above: (i) neither MDCP Acquisitions nor any person deemed to be acting in concert with MDCP Acquisitions owned or controlled any JSG Shares (or rights over such shares) immediately before the commencement of the Offer Period or during the Offer Period; and (ii) neither MDCP Acquisitions nor any person deemed to be acting in concert with MDCP Acquisitions has acquired or agreed to acquire JSG Shares (or rights over such shares) during the Offer Period. Except as set forth herein, the terms of the Offer remain the same as set forth in the Offer Document and related acceptance materials previously distributed to JSG Securityholders. ========= I T A L Y ========= FIAT: Italenergia Completes EUR 800MM Public Offer -------------------------------------------------- Italian car manufacturer Fiat SpA's affiliate Italenergia SpA confirms the successful completion of its public offer of EUR800 million of five-year bonds, a report from AFX News says. The company has received bonds worth EUR 829.6 million with the excess demand absorbed by part-use of the over-allotment facility, the news outfit says. Retail investors have expressed interest in the bond, which has a fixed rate of 4.70% for the first two years, then a floating rate of six-month Euribor plus 0.75% points, the news outfit adds. The proceeds of the issue, which is part of Italenergia's debt restructuring, will replace a more costly loan used to purchase Edison in July last year, AFX reports. ALITALIA: Successfully Completes Capital Increase -------------------------------------------------- Italian airline company Alitalia has successfully completed a capital increase operation involving 1.93 billion shares and the same quantity of bonds, a report from Il Sore 24 Ole and the Financial Times says. The finance ministry subscribed to 1.2 billion shares, equal to a 31.2% stake in the company, and to the same number of convertible bonds, bringing its total interest to 62.4%. The banking consortium underwriting the operation subscribed to 413.12 million shares and the same number of bonds. Alitalia recently announced that the re-capitalization operation has been underwritten for 78.385%, at the close of the option offer period. TELECOM ITALIA: To Cut British Telecom Stake --------------------------------------------- Telecom Italia SpA will reduce 20% of its stake in Brasil Telecom Participacoes SA so it can launch nationwide wireless service there, said a source close to the process, a report from Dow Jones says. The company however, refused to comment. Under the rules of Brazil's telecommunications regulator, Telecom Italia must sell 18% of its 38% stake in Brazil Telecom prior to the launching of Telecom Italia Mobile SpA's wireless service in Brazil, the news outfit says. Telecom Italia Mobile's decision to partially sell its stake was the only solution it could choose so that its operations could begin. This was after Brazil Telecom's failure to meet a set of network expansion targets required by Brazil's telecom regulator, Anatel, as a condition to launch the wireless service, the news outfit reports. Telecom Italia and Brazilian private-equity fund Opportunity have been fighting for control of Brasil Telecom for two years. Previously, Telecom Italia attempted to convince Anatel that it has to have control over Brasil Telecom and should consider its operations of TIM as exclusive from Telecom Italia's. However, Anatel rejected Telecom Italia's stance, the news outfit says. =========== P O L A N D =========== STOCZNIA SZCZECINSKA: Workers rally at Bankrupt Polish Shipyard --------------------------------------------------------------- Workers at the bankrupt Szczecin shipyard protested through a sit-in strike Monday, demanding to keep their jobs at the government-run company that has been formed to continue production, sources of the Associated Press say. The employees demand that all 5,500 of the original employees be given work in the new company Stocznia Szczecinska Nowa SA and they receive back pay outstanding since April, the news outfit adds. The new company, which took over from the bankrupt shipyard in July, had promised that the group would employ up to 5,500 workers. It has signed contracts with 750 employees to date, none of whom are participating in the protests. Nowa is currently negotiating the details to take over contracts from the private company that declared bankruptcy last month. The president of government-owned Nowa Andrzej Stachura said in a letter to workers that he has started talks with a Norwegian client on Monday about a contract for several ships and that the yard has already signed a contract with a Vietnamese customer. He further assures that the yard has asked for government guarantees for building another five ships. The government so far extended credit guarantees for continuing work on seven vessels. According to the news group, the shipyard was once the jewel of post-communist restructuring. The business halted work in April after it could no longer pay suppliers, and then filed for bankruptcy after creditor banks refused to forgive the bulk of its debt. Failure talks with creditors caused the government, with 10% stake in the company, to drop its plan to take over the shipyard to save it from bankruptcy. The Troubled Company Reporter - Europe's July 11 issue reportedthat Krzysztof Piotrowski, former president of Stocznia Szczecinska and four former board members of the Polish shipyard were arrested on charges of misappropriation of funds. According to the news outfit, prosecutors believe that the former company executives led by Mr. Piotrowski, had some involvement in the company's demise, as they allegedly drained off at least USD5.9 million from the company's register to fund their own private ventures. The report further revealed that prosecutors said the men were responsible for the transfer of shares between the shipyard and Grupa Przemyslowa, a company that owns 50% of Porta Holding and owns and runs the shipyard. The accused board members created Grupa Przemyslowa. Mr. Piotrowski and the four board members were jailed in July. If convicted, the suspects will be facing prison terms of up to 10 years. ========= S P A I N ========= JAZZTEL PLC: Shares Soar 20% Amid Merger Speculations ------------------------------------------------------ Shares in Jazztel climbed 20% amid speculations of a merger and acquisition activity in the Spanish phone industry, a report from Bloomberg says. Jazztel shares jumped 27 cents to 1.61 euros, making it the biggest one-day gain since June 12, a day before Jazztel agreed to swap 676 million euros ($658 million) of debt, allowing it to stay in business, the news agency says. The Spanish government is said to suggest measures promoting consolidation among Jazztel and France Telecom SA's Uni2, as well as Retevision SA, which has a 4% market share, Bloomberg says. An initial agreement with Uni2 has been reached, Jazztel said in a note to stock market regulators. The agreement was focused on leasing Jazztel's backbone network in Spain and stop leasing that of Spain's railway operator Renfe SA. Moreover, the company said the agreement is part of the company's cost-cutting program and is not linked to negotiations between Uni2 and France Telecom on a merger, the news agency says. Jazztel shares have sunk 72% this year. =========== S W E D E N =========== SONG NETWORKS: Fritidsresegruppen Buys Communication Solution ------------------------------------------------------------- Song Networks AB (http://www.songnetworks.net),the Swedish subsidiary of Song Networks Holding AB has been entrusted with supplying data capacity to Fritidsresegruppen's head offices, shops and offices at airports in the Nordic countries. The contract runs for 3 years and its value for Song Networks is around SEK 7 million. Fritidsresegruppen is migrating to Song Network's communication solution, and in Song Network's IP/VPN service (a network in Song Network's own backbone and access network) it is acquiring a fixed connection between around 45 locations in the Nordic countries. The complete undertaking of the solution means that in addition to more capacity and availability Fritidsresegruppen is getting a high level of security in its data communication. In addition to the requirements for greater capacity and availability and a high level of security, Fritidsresegruppen wanted a supplier, which was able to provide a complete undertaking. Fritidsresegruppen also wished to reduce the number of servers - there used to be one communication server per office, which meant expenses for hardware, programs and support. The new, more direct communication solution provides a better and simpler structure with fewer points to troubleshoot. The new solution is easier to administrate and expand when more capacity is needed and new services are introduced. Overall this means a more flexible and cost-effective solution is now being acquired. "One in three journeys sold is now booked via the Internet. Communication between Fritidsresegruppen's offices and between the company and its customers is greatly increasing, thus a modern communication solution is one of the most important tools for a modern travel operator. With the Song Networks solution we are now acquiring a high-quality and cost-effective Nordic communication solution. As traffic increases and new services are introduced we can now simply increase the capacity, and at the same time we are getting simpler administration," says Mats O. Eklund, Fritidsresegruppen's IT Director. "The contract was preceded by a thorough assessment to which all the major operators were invited. In the assessment Fritidsresegruppen found our solution to be the best in every respect. The major investment we have made in our own backbone and access network in the Nordic countries is once again proving to have been a good investment for our customers," says Mats Almgren, Song Networks AB's sales director. Contact Information: Jenny Moquist Investor Relation Manager Song Networks Holding AB Telephone: +46 8 5631 0219 Mobile: +46 701 810 219 E-mail: jenny.moquist@songnetworks.net =========================== U N I T E D K I N G D O M =========================== WORLDCOM, INC.: AOL's Questionable Revenue Linked to WorldCom ------------------------------------------------------------- AOL Time Warner Incorporated and WorldCom Inc.'s tight business relationship is seen to be the source of the USD49 million in AOL's advertising revenue currently being probed by the Securities and Exchange Commission, a report from Wall Street Journal and Financial Times says. The article adds that according to AOL the amount in question is linked to three transactions that may have been inappropriately considered as advertising and commerce revenues. AOL tried to point out questionable accounting practices by conducting an internal review of other advertising transactions at the company's division, the report says. WorldCom obtained at least USD900 million annually from AOL for carrying most of AOL's network traffic, making the latter one of its largest customer, the report says. SWT FINANCE: Notice of Default on 12.5% Sr. Sub. Notes Due 2010 --------------------------------------------------------------- Notice of Default To the Noteholders of SWT Finance B.V. 12.5% Senior Subordinate Notes Due 2010,CUSIP No.: 785039AA6 ISIN No.: XS0120514921 Notice is hereby given to holders of the Notes issued by SWT Finance B.V. (as Issuer pursuant to an Indenture dated as of June 13, 2000) that the Issuer has failed to make the interest payment due in respect of the Notes on June 3, 2002. The Guarantors under the Indenture have also failed to make good the Issuer's default. The Issuer's failure to make such interest payments amounts to an Event of Default under the Indenture. The Trustee, or Noteholders representing at least 25% in aggregate principal amounts of outstanding Notes, may now seek to accelerate payment of all amounts due under the Notes, provided that written notice is given to the Issuer and the Trustee. A majority in value of the Noteholders may, by written notice to the Trustee, direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust of power conferred on it. This Notice merely provides a summary of certain operative provisions of the Indenture. It is not intended by the Trustee that this Notice should be replied upon by Noteholders in determining what, if any, action they should take. Noteholders should refer to the Indenture for full details of their rights. Any questions regarding this Notice should be directed to Stanley Burg of Deutsche Bank Trust Company Americas, tel 201 593-6865, fax 201 593-6443 or the Trustee's Counsel, Margery Colloff, White & Case (New York), tel 212 819-8200, fax 212 354-8113, or Richard Bamforth, White & Case (London), tel 207 600-7300, fax 207 600- 7030. Deutsche Bank Trust Company Americas As Trustee Date: Aug 9, 2002 INVENSYS PLC: Introduces New Application to Increase Productivity ----------------------------------------------------------------- Invensys Manufacturing Solutions, a business unit of Invensys plc, today announces the release of its Invensys(TM) Inspection Accelerator application. The product is a real-time, in-process, factory floor inspection system designed to accelerate material processing and lower cost- to-manufacture. It helps manufacturers to significantly reduce production defects thereby providing yield and productivity improvement. The new inspection system provides a solid return on investment (ROI). It offers comprehensive functionality, easy configuration for rapid deployment and interoperability with other Invensys solutions, such as Wonderware(R) applications for manufacturing execution software (MES) and statistical quality control. The Invensys Inspection Accelerator employs advanced inspection techniques to provide comprehensive defect detection, yielding significant reductions in downstream operation disruptions. It offers high-speed image capturing, processing and analysis for defect and anomaly detection. The application also features high-performance classification, visualization, enunciation, tracking and marking for unpatterned continuous sheet and Web materials. The Invensys Inspection Accelerator is designed for a variety of applications, including plastics, paper, metals, glass and non- woven materials manufacturing and converting industries and offers a range of detection, classification and reporting capabilities. The system provides a high degree of application flexibility in a turnkey system format and is not limited to specific sensor, illumination or processing techniques. It inspects Web speeds more than 3,000 feet per minute, Web widths more than 30 feet and defect resolutions less than 0.5 millimeter. "The production tool significantly improves quality, reduces scrap and enhances overall productivity," said Dave Westrom, senior vice president and general manager of Invensys Manufacturing Solutions. "It also eliminates or reduces product downgrades and rework in downstream operations." The Invensys Inspection Accelerator offers the following supply chain enhancements: -- Process tuning -- Shipping optimization -- Reduced internal scrap -- Improved throughput -- Decreased field return The Invensys Inspection Accelerator is compatible with the new Invensys ArchestrA(TM) technology platform. ArchestrA enables customers to extend and improve the value of their automation, information and human assets by unifying multiple vendor offerings and systems. Current and emerging systems can be linked in an orchestrated plant-level application model, maximizing total ROI. Invensys plc is a global leader in production technology and energy management. The group helps customers improve their performance and profitability using innovative services and technologies and a deep understanding of their industries and applications. Invensys' Production Management businesses work closely with customers in order to drive up performance of their production assets, maximize their return on investments in production technologies and remove cost and cash from their whole supply chain. The division includes Foxboro, Wonderware, Triconex, APV, Eurotherm and Baan. These businesses address process and batch industries -- including the oil, gas and chemicals, food, beverage and personal health care -- and the discrete and hybrid manufacturing sectors. Invensys' Energy Management businesses work with clients involved in the supply, measurement and consumption of energy and water, to reduce costs and waste and improve the efficiency, reliability and security of power supply. The division includes energy management solutions, appliance controls, climate controls, global services, metering systems, Powerware and home control systems. These businesses focus on markets connected with power and energy infrastructure for industrial, commercial and residential buildings. The company also serves the specialized rail, wind-power and electronic manufacturing (power components) markets through Invensys Rail Systems, Hansen Transmissions and Lambda, respectively, in its development division. Invensys (http://www.invensys.com)operates in more than 80 countries, with its headquarters in London. TADPOLE TECHNOLOGY: Launches SPARCbook 5000 Unix Notebook --------------------------------------------------------- Tadpole Technology plc announces that its hardware subsidiary launched SPARCbook 5000, the sleekest and most capable portable Unix notebook yet developed by the mobile computing and network infrastructure group. Tadpole targets deployment of its new notebook in both government and commercial markets, particularly federal and homeland defense agencies engaged in military and intelligence gathering field operations. Utilizing the new notebook, design engineers working out of remote locations will be able to run complex design simulation tasks on a variety of business-critical software, including Mentor Graphics, Cadence Design, Synopsys, Avant! and Magma. The SPARCbook 5000 notebook is built around Sun Microsystems' high performance/low power UltraSPARC IIe microprocessor and Solaris 8 Operating Environment. Just 1.8" deep and weighing 7.5lbs, it raises the bar in the weight/footprint/features equation generally associated with business-critical Solaris applications. Compared with Tadpole's previous top-of-the-range UltraBookIIe notebook, SPARCbook 5000 is thirty percent smaller, and 20 percent lighter. One hundred percent binary compatible with Sun desktops and servers, the notebook can run the full inventory of 13,000 plus Solaris applications. It ships with a 15.1" screen with XGA or optional SXGA+ display resolutions, up to 2GB of memory and 80GB removable disk capacity, CD-RW/DVD-ROM, dual Ethernet, PCMCIA sockets, stereo speakers, and a Sun compatible integrated keyboard with glide-point touchpad and 3-button mouse. The notebook's networking, serial, parallel, PS2, video and USB ports give users all the connectivity features and performance normally associated with a full size Sun workstation and monitor. "The launch of a new Tadpole notebook is always a significant event for the global Sun community and the SPARCbook 5000 is no exception," says Thomas Kreidler, vice president Sun Microsystems' Government Division. "Built around Sun's innovative UltraSPARC and Solaris technologies, the power, punch, and system expansion features of Tadpole's SPARCbook 5000 make it one mean machine, and the perfect solution for the growing mobile computing needs of federal agencies and Global 2000 enterprises alike." "Tadpole is a customer-centric company with a clearly defined role to extend the mobile applications of Sun's UltraSPARC and Solaris technologies," adds Bernard Hulme, Tadpole's group chief executive. "The SPARCbook 5000 notebook opens a new page in the history of Tadpole's unique service to the global Sun community, and allows users to again broaden their business-critical mobile computing infrastructures and operations." Tadpole's hardware subsidiary is an award-winning Sun iForce" OEM Technology Provider that design and manufacture specialised system infrastructure solutions for Sun computing markets. Its portfolio includes notebooks and transportable servers, rack mountable compute servers, and enterprise server appliances. Tadpole (http://hw.tadpole.com)was named last month as the #1 SPARC innovator and developer by SPARC Product Directory, a leading news supplier to Sun computing markets. MARCONI: Takes a Step Closer to Restructuring Deal -------------------------------------------------- Marconi Plc will take another step closer to solving its financial woes when it will sign an agreement in principle with creditors owed GBP4 billion in a financial restructuring, a report from the Financial Times says. The telecom equipment maker has been locked in talks with a syndicate of banks owed GBP2.3 billion and bondholders owed GBP1.7 billion for months, but is now said to have reached agreement with them over all substantive issues, the paper says. Furthermore, Marconi is reported to be trying to clear a number of procedural hurdles and iron out some minor issues before the announcement of a heads-of-term agreement can be made. Negotiations have continued throughout the weekend, the daily says. People familiar with the talks are positive that the announcement could be made on Monday. Marconi's refinancing will include a massive debt-for-equity swap that will make its creditors as owners of the group. This will be at the expense of existing shareholders, who will receive an equity stake of 0.5% in the new company, the daily reports. Moreover, it is said that shareholders will be given warrants for a further 5% stake that can be exercised in the future subject to the performance of the group, the paper adds. The fate of existing shareholders has long been a subject of contentions in the past days. Marconi have argues that in the interests of continuity and liquidity, shareholders should be left with some stake. But creditors, whose collective write-offs should comfortably exceed GBP1 billion, are thought to have argued that equity holders should be left empty-handed, the daily says. The creditors will be handed ownership of the group as it will be listed under the name Marconi Corporation owner of the group's assets and liabilities, but which Marconi Plc currently owns, the paper says. ************ 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, Maria Lourdes Reyes and Jean Claire Dy, 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. 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