/raid1/www/Hosts/bankrupt/TCREUR_Public/021115.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
Friday, November 15, 2002, Vol. 3, No. 227
Headlines
* B E L G I U M *
LERNOUT & HAUSPIE: Plan's Classification and Treatment of Claims
* F R A N C E *
ALCATEL: Bouygues Telecom Selects Location-based Services
VIVENDI UNIVERSAL: Installs Interim Co-Chief at U.S. Unit
* G E R M A N Y *
BAYER AG: CropScience To Sell Additional Products to Makhteshim
COMMERZBANK AKTIENGESELLSCHAFT: Company Profile
MOBILCOM: Has Enough Cash to Survive the Weekend
* I T A L Y *
CIRIO FINANZIARIA: Restructures, May Divest Soccer Team
CIRIO FINANZIARIA: Bourse to Keep Shares Suspended on Condition
FIAT SPA: To Push Through With Restructuring Plan
* N E T H E R L A N D S *
IFCO SYSTEMS: Creditors Signs Agreement on Debt Restructuring
IFCO SYSTEMS: Board Calls Extraordinary General Meeting
IPARIX: Dutch Court Declares Iparix Bankrupt
SONG NETWORKS: Transfers Shop in Finland to Partner
* S W I T Z E R L A N D *
CREDIT SUISSE: Fischer Soon to Head Loss-making Unit
* U N I T E D K I N G D O M *
AMEY PLC: Bares Redcar and Cleveland Council Bidding Detail
ANTISOMA PLC: Reports Results for Three Months Ended September
AQUILA INC.: Reports Third-Quarter Loss, Suspends Dividend
CABLE & WIRELESS: Announces Results of C&W Global Review
CABLE AND WIRELESS: Issues Results for Half-Year Ended September
CABLE & WIRELESS: Investors Call for CEO to Step Down
CABLE WIRELESS: Issues Notice on Director's Interests in Shares
CORUS GROUP: Terminates Proposed Merger With Siderurgica Nacional
MARCONI PLC: Finance Director in Line for Replacement
MYTRAVEL GROUP: Issues Notification of Major Interests in Shares
SOMERFIELD: Kwik Save Managing Director Steps Down
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B E L G I U M
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LERNOUT & HAUSPIE: Plan's Classification and Treatment of Claims
---------------------------------------------------------------
Lernout & Hauspie Speech Products N.V.'s proposed Liquidating
Chapter 11 Plan classifies the Claims and Equity Interests
against its estate under its proposed Plan accordance with the
Bankruptcy Code and other applicable law. In all cases, the
treatment of any Claim may be modified as agreed upon in writing
between the Claim holder and L&H NV, subject, if necessary, to
Bankruptcy Court approval after notice and a hearing.
In addition, L&H NV reserves the right to prepay, without
penalty or premium, any amount that the Plan provides will be
paid after the Effective Date.
The treatment of any Claim or Equity Interest under the Plan
will be in full satisfaction, settlement, release of and in
exchange for the Claim or Equity Interest. All Distributions or
other transfers to be made to holders of Allowed Claims will be
made by Post Effective Date L&H NV and the Curators in
accordance with the terms of the Plan.
L&H NV presents the Court with a table summarizing the
classification and treatment of the prepetition Claims and
Equity Interests under the Plan. The Estimated Claim Amounts
are based on a review of the proofs of Claims filed in the
Chapter 11 Case, L&H NV's books and records, and Claims filed
exclusively in the Belgian Case. There can be no assurance that
the estimated amounts are correct, and actual Claim amounts may
be significantly different from the estimates. L&H NV's
inability to estimate accurately these amounts may be impeded by
various factors, including, but not limited to, the difficulty
of accurately ascertaining the total amount of claims filed in
both the Chapter 11 Case and the Belgian Case.
Estimated Estimated
Type of Aggregate Percentage
Claim or Amount of Recovery
Equity Allowed Of Allowed
Class Interest Treatment Claims Claims
----- -------- --------- --------- ----------
N/A Admin. Unimpaired -- $_________ 100%
Expenses not entitled to
& Claims vote -- paid in full,
in cash, when due
1 Priority Unimpaired -- not $18,449,000 100%
Non-Tax entitled to vote
2 Secured Unimpaired -- not $684,000 100%
Claims entitled to vote
3 Unsecured Impaired -- entitled $640,050,000 5%
Claims to vote;
4 PIERS/Old Impaired -- entitled $189,360,000 N/A
Convertible to vote;
Subordinated
Notes
Claims
5 Common Impaired -- deemed N/A 0%
Stock to have rejected
the Plan
6 Securities Impaired -- deemed N/A 0%
Laws to have rejected
Claims the Plan.
7 Other Impaired -- deemed N/A 0%
Equity to have rejected
Interests the Plan.
Unimpaired Classes Of Claims
Class 1: Priority Non-Tax Claims
Class 1 consists of all Claims entitled to priority under
Section 507(a) of the Bankruptcy Code other than Priority Tax
Claims and Administrative Expense Claims. Class 1 also consists
of any Claim of a kind given priority under applicable Belgian
law, including:
(a) Belgian employees' Claims for severance and social security
of the kinds specified in Article 17 and Article 19 of the
"Hypotheekwet" (Privilege Act of December 16, 1851 of
Belgium);
(b) Belgian Tax Claims of the kind specified in Article 422 and
Article 423 of the "Wetboek van de Inkomstenbelastin 1992"
(the Belgian Income Tax Code of 1992); and
(c) Belgian Tax Claims of the kind specified in Article 86 and
Article 88 of the "Wetboek Belasting Over de Teogevoegde
Waarde" (the Belgian VAT Code).
On the Effective Date, a holder of an Allowed Class 1 Priority
Non-Tax Claim will receive, in full satisfaction, settlement and
release of, and in exchange for, the Allowed Class 1 Priority
Non-Tax Claim:
(a) cash, equal to the amount of such Allowed Class 1 Priority
Non-Tax Claim, or
(b) other treatment as to which Post Effective Date L&H NV and
such holder will have agreed on in writing.
L&H NV estimates that Allowed Priority Non-Tax Claims against
L&H NV will total approximately $18,449,000.
Class 2: Secured Claims
Class 2 consists of all Secured Claims. A Secured Claim is a
Claim that is secured by a Lien on Collateral to the extent of
the value of the Collateral, as determined in accordance with
Section 506(a) of the Bankruptcy Code, or as otherwise agreed
upon in writing by the Debtor and the Claim holder, subject to
the Bankruptcy Court approval. To the extent that the value of
the interest is less than the amount of the Claim, which has the
benefit of the security, the Claim is an Unsecured Deficiency
Claim unless, in any case, a secured claimant makes a valid and
timely election under Section 1111(b) of the Bankruptcy Code to
have its Claim treated as a Secured Claim to the extent Allowed.
Each holder of an Allowed Secured Claim will be deemed to be
classified in a separate Class. To the extent that any Claim is
determined to be an Allowed, valid and perfected Secured Claim,
the holder of the Secured Claim will receive the first net
proceeds (i.e., proceeds net of all costs and expenses related
to such sale) from the sale of any of its Collateral to the
extent of the principal amount of its Claim. To the extent
permitted under applicable law, including the Bankruptcy Code,
as determined by the Bankruptcy Court at the Confirmation
Hearing, the holder of such Allowed Secured Claim will receive
the contractual non-default rate of interest on such Allowed
Secured Claim semiannually in arrears based upon the amount of
unpaid principal for such period and permitted costs. Until
each Secured Claim is paid in full, the holder of the Allowed
Secured Claim will retain the Liens securing the Allowed Secured
Claim.
Post Effective Date L&H NV will make full payment to each
secured creditor to the extent of its Allowed Secured Claim on
or before December 31, 2003. L&H NV estimates that the amount
of Allowed Class 2 Secured Claims total approximately $684,000.
This amount reflects the aggregate face amount of the Secured
Claims. L&H NV expresses no opinion as to the value of the
collateral securing these claims and expressly reserves all of
its rights with respect to such valuation.
Impaired Classes Of Claims
Class 3: Unsecured Claims
Class 3 consists of all Unsecured Claims other than Class 4
PIERS/Old Convertible Subordinated Notes Claims, and Class 6
Securities Laws Claims. Class 3 Unsecured Claims include Claims
under the Belgian Revolving Credit Facility, all prepetition
trade Claims, and other prepetition general unsecured creditors.
On the Effective Date, each holder of an Allowed Class 3
Unsecured Claim will receive a Ratable Proportion of the
Available Cash and 93% of the Litigation Trust Beneficial
Interests; provided, however, that with respect to the Allowed
Unsecured Claim Trust Interests:
(a) holders of U.S. Claims that are Allowed Unsecured Claims
will receive a Ratable Portion of 7.53% of the Allowed
Unsecured Claim Trust Interests (or 7% of the Litigation
Trust Beneficial Interests distributed under the Plan; and
(b) holders of all Allowed Unsecured Claims --including
holders of U.S. Claims that are Allowed Unsecured Claims
-- will receive a Ratable Portion of the remaining 92.47%
of the Allowed Unsecured Claim Trust Interests -- or the
remaining 86% of the Litigation Trust Beneficial Interests
distributed under the Plan.
L&H NV estimates that the amount of Allowed Class 4 Unsecured
Claims will aggregate approximately $640,050,000.
Class 4: PIERS/Old Convertible Subordinated Notes Claims
Class 4 consists of all PIERS Transaction Claims and Old
Convertible Subordinated Notes Claims. On the Effective Date,
each holder of an PIERS/Old Convertible Subordinated Notes Claim
will receive, in full satisfaction, settlement, release of and
in exchange for the Allowed PIERS/Old Convertible Subordinated
Notes Claim, a Ratable Proportion of both:
(a) the Excess Available Cash (if any), and
(b) 7% of the Litigation Trust Beneficial Interests.
No interest will be paid on any Class 4 PIERS/Old Convertible
Subordinated Notes Claim. L&H NV estimates that the amount of
Allowed Class 4 PIERS/Old Convertible Subordinated Notes Claims
will aggregate approximately $189,360,000.
Impaired Classes Of Equity Interests
Class 5: Common Stock
Class 5 consists of all interests of holders of Common Stock on
account of these interests. Holders of Class 5 Common Stock
Equity Interests will receive no Distributions under the Plan on
account of the Class 5 Common Stock Equity Interests.
Class 6: Securities Law Claims
Class 6 consists of all Securities Law Claims. Securities Law
Claims include a Claim:
(1) arising from rescission of a purchase or sale of a security
of the Debtor or an Affiliate of the Debtor;
(2) for damages arising from the purchase or sale of such a
security;
(3) for reimbursement, indemnification, or contribution allowed
under section 502 of the Bankruptcy Code on account of a
Claim for damages or rescission arising out of a purchase or
sale of a security of the Debtor or an Affiliate of the
Debtor; or
(4) for similar violations of the securities laws,
misrepresentations, or any similar claim, including, to the
extent related to the foregoing or subject to subordination
under section 510(b) of the Bankruptcy Code, but not limited
to, any attorneys' fees incurred in connection with the
foregoing, claims for indemnification relating to the
foregoing, the Securities Class Actions/Suits, and those
certain Claims asserted by Stonington Capital Partners,
Inc., Stonington Capital Appreciation 1994 Fund, L.P. and
Stonington Holdings LLC, which are subject to mandatory
subordination under section 510(b) of the Bankruptcy Code.
Holders of Allowed Class 6 Securities Law Claims will receive no
Distributions under the Plan on account of the Class 6
Securities Law Claims.
Class 7: Other Equity Interests
Class 7 consists of all Equity Interests not otherwise
classified in Class 5 or 6, including the interests of holders
of Old Stock Options and any Claims of the types described in
the Bankruptcy Code. A holder of any Equity Interest not
otherwise classified in Class 5 or 6 will receive no
distributions under the Plan on account of the Equity Interest.
Unclassified Claims
a. Administrative Expense Claims
Administrative Expense Claims relate to costs or expenses of
administration of the Chapter 11 Case allowed under the
Bankruptcy Code and certain Claims arising under Belgian law,
including, without limitation:
(a) any actual and necessary costs and expenses of
preserving the Estate of the Debtor;
(b) any actual and necessary costs and expenses of
operating the business of the Debtor;
(c) any indebtedness or obligations incurred or assumed
by the Debtor in the ordinary course of business in
connection with the conduct of its business;
(d) claims for reclamation allowed in accordance with
Section 546(c)(2) of the Bankruptcy Code pursuant to
a Final Order;
(e) any Professional Fees, whether fixed before or after
the Effective Date;
(f) any fees or charges assessed against and payable by
the Estate of the Debtor to the United States Trustee
or the Clerk of the Court, including post-Confirmation
Date and post-Effective Date fees and charges; and
(g) any cost that is considered an Administrative Expense
Claim under either:
-- the Belgian "Faillissementswet" (the Belgian
Bankruptcy Code of August 8, 1997), including, but
not limited to, Clauses 33, 46 and 79 thereof, 1;
or
-- the "Wet op het gerechtelijk akkoord" (the Belgian
Judicial Composition Act of July 17, 1997).
Each holder of an Allowed Administrative Expense Claim will be
paid cash in full by or on behalf of the Debtor, or the
successor(s) in interest:
(1) upon the Effective Date or as soon as practicable
thereafter;
(2) as soon as practicable after the Claim becomes an Allowed
Administrative Expense Claim if the date of allowance is
later than the Effective Date, or
(3) upon other terms as may be mutually agreed upon between
the holder of an Allowed Administrative Expense Claim and
the Debtor or Post Effective Date L&H NV.
L&H NV estimates that Allowed Administrative Expense Claims that
will remain unpaid as of the Effective Date total approximately
$13,200,000.
b. Priority Tax Claims
Priority Tax Claims consist of Claims entitled to priority under
the Bankruptcy Code and under applicable Belgian law. On the
Effective Date, a holder of an Allowed Priority Tax Claim will
receive, in full satisfaction, settlement, release of, and in
exchange for the Allowed Class 1 Priority Tax Claim:
(a) cash equal to the amount of the Allowed Class 1 Priority Tax
Claim, or
(b) other treatment as to which Post Effective Date L&H NV and
the holder will have agreed on in writing.
L&H NV currently estimates that Priority Tax Claims total
approximately $610,000.
Disclaimers and Limitations
L&H NV warns that the estimated aggregate amount of allowed
claims and estimated percentage recoveries are preliminary
determinations that remain subject to change and amendment based
upon, among other things, the completion of the claims
reconciliation process -- both in the United States with respect
to the Chapter 11 Case and in Belgium with respect to the
Belgian Case -- and the ultimate liquidation of L&H NV's assets.
There can be no assurance that actual amounts will not differ
significantly from these estimates. The estimated percentage
recoveries ascribe no value to the Litigation Trust Beneficial
Interests.
In addition to these disclaimers, there are limitations on these
claims distributions:
(a) Belgian Revolving Credit Claims Exclusion Holders of
Claims under the Belgian Revolving Credit Facility
-- which are classified under, and constitute a
portion of, Class 3 Unsecured Claims -- will not be
entitled to any Distributions that are the proceeds
-- either directly or derivatively -- of distributions
made to L&H NV under the Dictaphone Plan on account of
Intercompany Loan Agreement Claims assertable by L&H
NV under the Dictaphone Plan;
(b) Belgian Revolving Credit Deemed Waiver -- As a
condition to receiving the Distributions of the Plan
for Class 3, all holders of Claims under the Belgian
Revolving Credit Facility will be deemed to have
waived any right to receive, and will not receive,
either directly or derivatively, any distributions
that are made to L&H NV pursuant to the Dictaphone
Plan on account of Intercompany Loan Agreement Claims.
(c) No Interest will be paid on any Class 3 Unsecured
Claim. Holders of Allowed Class 3 Unsecured Claims
will not receive any Distributions after they have
received 100% repayment of the principal amount of
their Allowed Class 3 Unsecured Claims.
(d) Dictaphone Distribution to Lenders as Credit -- Any
distributions by Dictaphone or Reorganized Dictaphone
under the Dictaphone Plan, as the case may be, to the
Lenders on account of the Dictaphone Guaranty will be
included in determining whether the Lenders have
received 100% repayment of their claims relating to
the Belgian Revolving Credit Facility.
The Lenders, however, may assert the full amount of
their Allowed Class 3 Unsecured Claims until the time
as they have received 100% repayment of the principal
amount of their Allowed Class 3 Unsecured claims under
the Belgian Revolving Credit Facility -- after taking
into account distributions under the L&H NV Plan and
the Dictaphone Plan. After all holders of Allowed
Class 3 Unsecured Claims have received 100% repayment
of the principal amount of their Allowed Unsecured
Claims, all further Distributions of Available Cash
and Litigation Trust Beneficial Interests will be
distributed to holders of Allowed Class 4 PIERS/Old
Convertible Subordinated Notes Claims.
(e) ScanSoft Stock Distribution -- If any holder of an
Allowed Unsecured Claim receives a Distribution of
Available Cash, any portion of which consists of
ScanSoft Stock, the value of the ScanSoft Stock will
be calculated with reference to the average of the
closing prices on the 20 trading days immediately
preceding the Distribution. However, the 5 highest
closing prices and the 5 lowest closing prices will
not be used in the calculation. Each holder of an
Allowed Unsecured Claim who receives a direct
Distribution of ScanSoft Stock may, but is not
required to sell that stock through a broker
designated by L&H NV or Post-Effective Date L&H NV.
For purposes of these restrictions, and with respect
to Distributions of ScanSoft Stock, the phrase "on the
Effective Date or as soon as practicable thereafter"
will entitle the Curators to make Distributions of
either ScanSoft Stock or the Cash proceeds of any
ScanSoft Stock to holders of Allowed Unsecured Claims
in amounts and at times as the Curators, with the
consent of the Litigation Monitoring Committee, which
consent will not be withheld unreasonably, consider
to be commercially reasonable. (L&H/Dictaphone
Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
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F R A N C E
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ALCATEL: Bouygues Telecom Selects Location-based Services
---------------------------------------------------------
Nextenso, Alcatel's (Paris: CGEP.PA and NYSE: ALA) Internet
software subsidiary, will deliver its localisation platform to
Bouygues Telecom, targeting their enterprise market. With this
technological savoir-faire, enterprises will be able to interface
their core business applications with location-based information.
One of the major strengths of Alcatel's application is that the
geographical position of the mobile user is calculated with a
very high level of precision. Moreover, this easy-to-install
platform allows for the extraction of additional information from
the network to deliver a better Quality of Service (QoS).
Alcatel's location based technology relies on a future-proof
concept, as it is compliant with Cell ID, E-OTD and A-GPS, and is
also ready for GPRS networks.
Installation and maintenance are in care of CAP Gemini, with whom
Alcatel recently signed a partnership agreement for retailing,
integration and maintenance of its location-based services offer.
Jean-Michel Cornille, President of Alcatel's applications and
software activities, commented: "We are very glad that Bouygues
Telecom has chosen our location based service, and we are
convinced that this solution brings added value to current
networks and is beneficial to their future evolution."
Serge Goldstein-Desroches, Director of the Enterprise market
segment of Bouygues Telecom, confirms: "Alcatel's solution offers
a higher precision level which will allow us to propose
trustworthy, performant and innovative location-based services to
professionals in the coming months."
About Bouygues Telecom
With 6 400 employees, around 6 million active customers and a
network covering 98,5% of the national population, Bouygues
Telecom confirms itself as a dynamic and innovating player on the
mobile telephony market in France. The company is listed, amongst
others, on the palmares of the first global operators: its
international coverage extends to more than 160 countries, thanks
to agreements signed with more than 300 foreign operator, a 100%
of which are operators in the European union.
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 optimising their service offerings and
revenue streams. With sales of EURO 25 billion in 2001, Alcatel
operates in more than 130 countries.
VIVENDI UNIVERSAL: Installs Interim Co-Chief at U.S. Unit
----------------------------------------------------------
Vivendi Universal appointed Barry Diller interim co-chief
executive of its US media and entertainment assets.
The appointment consolidates Mr. Diller's position and expands
his current role as chairman of Vivendi Universal Entertainment.
Sources familiar with the issue told the Financial Times that Mr.
Diller will soon be co-chairman and co-chief executive of
Vivendi's US entertainment business.
Mr. Diller and Chief Executive Officer Jean-Rene Fortou are to
work closely, and are believed to be discussing plans for Vivendi
Universal Entertainment.
His appointment fueled speculations that the owner of Universal
Studios may demerge the US units, says Bloomberg. The issue of a
partial demerger of the company's games business was reportedly
prompted earlier by the separate disposal of the company's US and
European publishing operations.
Kenneth Cron, head of the computer games division, meanwhile is
expected to become chief operating officer of the entertainment
division.
The appointments are part of the overhaul that the company is
currently undertaking. The shake-ups are believed to simplify
the management of the media company's US businesses.
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G E R M A N Y
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BAYER AG: CropScience To Sell Additional Products to Makhteshim
---------------------------------------------------------------
Agreements include Europe-wide divestment of Pyrethroid-
insecticides for agricultural uses
Monheim - Bayer CropScience AG has agreed to sell additional crop
protection products to Israel based agrochemicals company
Makhteshim-Agan Industries Ltd. pending the approval by the
European Commission and national antitrust authorities.
The agreements with Makhteshim-Agan include the following
products:
Product Region / Uses
Baythroid®
(Cyfluthrin) insecticide
incl. a mixture with Europe
imidacloprid for agricultural uses
Bulldock®
(Beta-Cyfluthrin) insecticide Europe
for agricultural uses
Metasystox®
(Oxydemeton-methyl) insecticide Europe
for agricultural uses
Nemacur®
(Fenamiphos) nematicide
incl. a mixture Europe
with imidacloprid for agricultural uses
Afalon®
(Linuron) herbicide for vegetable crops
and
potatoes worldwide
Sales for the listed products for the indicated regions and uses
amounted to EUR 36 million in 2001. The purchase price for the
transaction has been set at EUR 52 million, including
inventories.
The European Commission had cleared in April 2002 the acquisition
of Aventis CropScience by Bayer subject to conditions of which
the now agreed upon divestments are part.
"We are pleased with this outcome", said Dr. Jochen Wulff,
Chairman of the Board of Management of Bayer CropScience AG.
"With these agreements we have nearly completed the divestment
process as required by the relevant antitrust authorities", he
added. "We are confident to submit also the remaining divestment
agreements to the authorities within the given timeframe."
Bayer CropScience, a subsidiary of Bayer AG with annual sales of
some EUR 6.5 billion, is one of the world's leading innovative
crop science companies in the areas of crop protection, seeds and
green biotechnology, as well as non-agricultural pest control.
The company offers an outstanding range of products and extensive
service backup for modern, sustainable agriculture and for non-
agricultural applications. Bayer CropScience has a global
workforce of 22,000 and is represented in 122 countries, ensuring
proximity to dealers and consumers.
COMMERZBANK AKTIENGESELLSCHAFT: Company Profile
-----------------------------------------------
NAME: Commerzbank Aktiengesellschaft
Kaiserplatz
60261 Frankfurt, Germany
PHONE: +49-69-136-20
FAX: +49-69-28-53-89
EMAIL: info@commerzbank.com
WEBSITE: http://www.commerzbank.com
TYPE OF BUSINESS: Commerzbank, based in Frankfurt am Main and
founded in 1870, is one of Germany's - and Europe's - leading
private-sector banks. It provides Retail Banking, Asset
Management, Corporate and Investment Banking to 6 million
customers. Apart from the parent bank, Commerzbank AG, the Group
consists of numerous subsidiaries in Germany and around the
globe.
Commerzbank's domestic operations include a national network of
over 700 branches. Internationally, the Group's activities are
concentrated primarily in Europe. Additional operations are
maintained in key markets such as the USA. Commerzbank also has
participations in, and cooperations with, a number of
institutions worldwide.
SIC: Banking
EXECUTIVES: Klaus-Peter Müller, Chairman
Axel Frhr. v. Ruedorffer, Managing Director,
Accounting and
Taxes, Internal Auditing, and Risk Control
BOARD OF MANAGING DIRECTORS:
Klaus-Peter Muller, Chairman
Martin Blessing
Mehmet Dalman
Wolfgang Hartmann
Andreas de Maiziere
Michael Paravicini
Klau M. Patig
Dr. Axel Frhr. v. Ruedorffer
INVESTOR RELATIONS: Phone: (+49 69) 136-2 23 38
Fax: (+49 69) 136-2 94 92
E-Mail: ir@commerzbank.com
NUMBER OF EMPLOYEES: 37,176
TOTAL ASSETS: EUR424,406 million
To see Commerzbank's Interim Report:
http://bankrupt.com/misc/Commerzbank.pdf
THE TROUBLE: Commerzbank is currently undertaking restructuring
measures to trim down group-wide costs from the 2001 level of
EUR5.86 billion back to the 2000 level of EUR5.5 billion.
SHORT/LONG-TERM RATING:
Moody's Investors Service, New York P-1/A1
Standard & Poor's, New York A-1/A
Fitch IBCA, London F1/A
MAJOR SHAREHOLDERS:
Munich Re group (10.4%)
Generali (9.9%)
WCM Beteiligungs- und Grundbesitz AG (5.5%)
Santander Central Hispano (3.7%).
MOBILCOM: Has Enough Cash to Survive the Weekend
------------------------------------------------
Company sources assured MobilCom has enough cash until the
weekend to ward off an insolvency filing.
The German telecoms group last week warned of possible creditor
protection after the reluctance of its founder Gerhard Schmid to
transfer his shares to an outside trustee stalled the company's
bailout. The package is a EUR7 billion assumption of debt by
France Telecom.
The French key shareholder promised the amount when it withdrew
its support from the German company in September.
This week, a report from Financial Times Deutschland says the
rescue of the telephone company is still possible.
A spokeswoman for the Economics Ministry confirmed the
negotiations continued on Tuesday.
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I T A L Y
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CIRIO FINANZIARIA: Restructures, May Divest Soccer Team
-------------------------------------------------------
Italian canned foods maker Cirio considers selling its soccer
team Lazio, one of Italy's best football clubs, as part of an
emergency restructuring.
Reuters, however, doubts how much financial interest would Lazio
attract because despite its fame, it also has troubles of its
own.
Lazio, which is 35% owned by the food maker, nearly succumbed to
bankruptcy early this year if not for two creditor banks who
provided it with the needed capital increase.
Cirio's restructuring plan, which was drawn up with investment
bank Livolsi & Partners, also mulls sale of key stakes in
Brazilian cleaning products and food company, Bombril, and
Singapore-based Del Monte Pacific Ltd.
The Italian food group may also overhaul its debt and refocus on
its core food business. Cirio has net debt of EUR691.5 million
at the end of September and nine-month EBITDA of EUR60.8 million
Cirio has operations in Brazil, Portugal and Greece and last year
acquired South Africa's Del Monte Royal Foods.
CIRIO FINANZIARIA: Bourse to Keep Shares Suspended on Condition
---------------------------------------------------------------
The Milan bourse indicated to keep the shares of Cirio suspended
until the Italian food company provides more information about
its financial situation.
The shares defaulted on a EUR150 million bond last week and have
been suspended from trading.
A bourse official, according to Reuters, said the regulator wants
further information on the company's financial situation, its
possible future evolution, and details on the talks with its
advisers.
Cirio Chairman Sergio Cragnotti confirmed he had asked Milan
investment banking specialist Guido Roberto Vitale and merchant
bank Rotschild to act as advisors, but sources say the parties
had not yet decided on the proposal.
An earlier report of the TCR-EUR, meanwhile said, the potential
advisors would only accept the role if Mr. Cragnotti resign.
On an ANSA news, Mr. Cragnotti indicated he is staying in his
position as chairman and chief executive.
"I'm not resigning. That is a rumour spread by my enemies," he
says.
FIAT SPA: To Push Through With Restructuring Plan
-------------------------------------------------
Fiat SpA intends to pursue restructuring plans for its car
business despite government opposition.
The Italian government disapproved the plan because of the
layoffs that the industrial groups plans to undertake. Some 8,500
jobs are due for axing under the program.
AFX says Fiat does not want to drop the plan for fear of the
reaction of creditors and credit rating agencies in case it does
so.
The automaker plans to reduce its total workforce by 8,100, or
about one-fifth of its domestic workforce to try to bring the
business back to profitability; Fiat, however, needs the Italian
government's declaration of "crisis status" on the business
before it can implement the job cuts.
Industry Minister Roberto said the government would only help
Fiat meet redundancy costs on the condition that the firm
guarantees all its workers in line for temporary layoffs that
they would eventually return to work.
=====================
N E T H E R L A N D S
=====================
IFCO SYSTEMS: Creditors Signs Agreement on Debt Restructuring
-------------------------------------------------------------
IFCO Systems N.V. (Frankfurt:IFE) announced that it has signed a
definitive restructuring agreement with noteholders representing
nearly 99% of the Company's EUR 200 million 10.625% Senior
Subordinated Notes due 2010, and with the Schoeller Group
entities who hold approximately 45.5% of the Company's issued and
outstanding share capital.
Pursuant to the restructuring agreement, consenting Noteholders
will exchange their Notes for ordinary shares in the Company
initially representing 90% of the Company's issued and
outstanding ordinary shares immediately post-restructuring. The
exchange of Notes for ordinary shares will result in the
elimination of a substantial amount of the Company's debt. As
part of the restructuring, consenting Noteholders have also
agreed to remove most of the restrictive covenants applicable to
any remaining Notes, offering the Company greater flexibility in
its business going forward. Once negotiations are completed with
the Company's senior bank creditors, the restructuring will be
implemented via a private subscription of the Notes for ordinary
shares. The Company expects to complete the restructuring by the
end of the year.
Depending on the Company's future performance, current
shareholders could own up to 35% of the Company's pro forma share
capital on a post-restructuring basis, after the exercise of
warrants issued to them in the restructuring and based on the
Company's equity valuation on October 31, 2005. The Company's new
ordinary shares and warrants will be listed on the Frankfurt
Stock Exchange.
Karl Pohler, IFCO's chief executive officer, commented: "We are
very pleased to announce the signing of the agreement for the
financial restructuring of IFCO, with the overwhelming support of
almost 99% of the Company's Noteholders. This means that we have
overcome a significant hurdle in the financial restructuring of
the Company. The completion of the restructuring will allow us to
establish a healthy capital structure to facilitate continued
development for IFCO and take advantage of our leading positions
in the European and U.S. RPC markets and the U.S. pallet services
industry."
Christoph Schoeller, chairman of IFCO, stated: "I look forward to
the appointment of three new directors, representative of the
consenting Noteholders in accordance with the Restructuring
Agreement, who will strengthen the board of IFCO following this
transaction. The Company and its management team can now devote
their energies to building value for all of IFCO's stakeholders."
For the listing of the Company's new ordinary shares and warrants
on the Frankfurt Stock Exchange, a listing prospectus will be
prepared. To the extent permissible under applicable securities
laws, the Company will inform shareholders when and where the
listing prospectus will become available.
CONTACT: IFCO Systems N.V.
Karl Pohler
Phone: +49 89 7449 1112
Michael Nimtsch
Phone: +49 89 7449 1121
or
Financial Advisors to the Company:
Gleacher & Company
Robert A. Engel
Phone: +44 207 484 1121
Kenneth Ryan
Phone: +44 207 484 1133
or
Financial Advisors to the Ad Hoc Committee of
Noteholders:
Close Brothers Corporate Finance Limited
Peter Marshall
Phone: +44 207 655 3100
or
Houlihan Lokey Howard & Zukin Capital
Joseph Swanson
Phone: +44 207 839 3355
Milos Brajovic
Phone: +44 207 747 2722
or
Investor Relations:
IFCO Systems N.V.
Gabriela Sexton
Phone: +49 89 744 91 223
E-mail: Gabriela.Sexton@ifco.de
IFCO SYSTEMS: Board Calls Extraordinary General Meeting
-------------------------------------------------------
IFCO Systems N.V. (Frankfurt:IFE) on Wednesday announced that the
Board of Directors has decided to call an Extraordinary General
Meeting for 28 November 2002. The EGM is intended to seek
approval of the Restructuring Agreement with noteholders
representing nearly 99% of the EUR 200 million 10 5/8% Senior
Subordinated Notes due 2010, and with the Schoeller Group
entities who hold approximately 45.5% of the Company's issued and
outstanding share capital. The Restructuring Agreement, which was
signed on 18 September 2002, sets forth the terms and procedure
for the exchange of Notes (including principal, premium and
interest thereon) held by these Noteholders for ordinary shares
as agreed in principle on 28 June 2002, subject to certain
conditions. These new ordinary shares will represent 90% of the
Company's issued and outstanding shares immediately after the
restructuring.
The Restructuring Agreement provides that warrants will be issued
to the current shareholders, whereby, depending on the Company's
equity valuation on 31 October 2005, the current shareholders,
subject to the performance of the Company, could own up to 35%,
together with the shareholding currently held, of the Company's
issued and outstanding shares post-restructuring after exercise
of the warrants.
The EGM will also seek approval for other corporate actions
required to implement the restructuring, specifically to
authorize a reduction in capital, share consolidation and
amendment of the Company's Articles of Association, which will
allow the Board of Directors to issue new shares to the
consenting Noteholders. In order to implement the restructuring
the Company's share capital will be reduced in total by a factor
of 2,000 in two separate steps. The extent of the reduction of
the Company's issued share capital has been computed by charging
the Company's accrued losses against its share capital without
repayment of paid up (invested) capital. The Company also intends
to cancel up to 3,461 ordinary shares that the Company owns.
Following the reduction of share capital and new shares having
been issued to the noteholders the share capital will amount to
EUR 439,311.90, not taking into consideration a cancellation, if
any, of shares owned by the Company.
CONTACT: IFCO Systems N.V.
Investor Relations
Gabriela Sexton
Phone: +49 89 744 91 223
E-mail: Gabriela.Sexton@ifco.de
IPARIX: Dutch Court Declares Iparix Bankrupt
--------------------------------------------
The court of Amsterdam has declared telecom company Iparix
bankrupt. The Dutch company earlier asked for a delay of
payment.
According to Webwereld, there are still no clear plans regarding
the company's assets, but a curator said the company will be sold
and there are now talks with three possible buyers.
Iparix is formerly SkyberNet, a company that offers Internet
access, virtual private networking and hosting.
Iparix owns a glass fibre network that connects Amsterdam,
Rotterdam, The Hague and Utrecht. It also owns an urban ring in
Brussel and it is active in wireless internet access.
SONG NETWORKS: Transfers Shop in Finland to Partner
---------------------------------------------------
New Partner Will Double the Distribution Coverage in Small
Business Segment
Song Group Finland Oy, the Finnish subsidiary of Song Networks
Holding AB, (Stockholm:SONW) (Other OTC:SONWY) (Other OTC:SONWF),
on Tuesday announced that it has signed an agreement with a new
partner, Teleheino Oy, whereby Teleheino will take over the chain
of shops of Song Networks. Teleheino will offer Song's data and
Internet services to the small business segment, doubling Song's
sales coverage and broadening the geographical reach to this
segment into five new cities in Finland.
Song Networks continues to sharpen its focus in core business
through a partnership agreement with Teleheino. As part of the
agreement, Song will transfer all of the existing nine shops in
Finland to Teleheino. As a result of this transaction there will
be a 70 MSEK decrease in direct revenue and a 7,4 MSEK
enhancement on EBITDA per annum.
The partner Teleheino has strong presence in central Finland,
doubling Song Networks' distribution coverage in the small
business segment. Teleheino will be Song's most important partner
towards the small business segment within data and Internet
services, with now eighteen shops all over Finland.
"Teleheino is the perfect partner for us," said Olli Nuuttila,
Vice Managing Director of Song Networks Oy, Finland. "They have
the expertise and resources to further develop this business in
close cooperation with us."
"These shops give us a quick way to expand our coverage in
Finland," said Pasi Heino, Chairman of Teleheino. "We are eager
to offer our customers Song's data and Internet services, which
have increasing demand in our area of operations."
The shops were acquired in 2000 to quickly set up a distribution
network for Song's fibre network in Finland. Their portfolio
consists of data and Internet services and lower margin products
and services such as mobile subscriptions and phones.
About Song Networks, formerly Tele1 Europe, (Stockholm:SONW)
(Other OTC:SONWY) (Other OTC:SONWF):
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 850 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
CONTACT: Song Networks Oy
Olli Nuuttila, Vice
Managing Director
Mobile: +358 44 994 2410
E-mail: olli.nuuttila@songnetworks.fi
Teleheino Oy
Pasi Heino
Chairman of the Board
Mobile: +358 400 620 580
=====================
S W I T Z E R L A N D
=====================
CREDIT SUISSE: Fischer Soon to Head Loss-making Unit
----------------------------------------------------
The former head of investment banking at Dresdner Bank, Leonhard
Fischer, will soon take the post of chief executive at
Winterthur. Mr. Fischer is set to take his role at the beginning
of next year.
The appointment in Winterthur, the loss-making insurance unit of
Credit Suisse, has a long way towards restoring confidence in the
bank, says the Financial Times.
The insurer is held mainly responsible for Credit Suisse's heavy
losses in the quarter. The loss, tagged as the biggest-ever
quarterly loss of the bank, is seen to increase speculations that
Winterthur will soon be sold.
Credit Suisse acquired Winterthur for SFR14.3 billion (US$9.8
billion) in 1997 as part of its drive to become a pan-European
financial services player. The acquisition, however, turned to
be a blunder as it increased the bank's already heavy exposure to
equity markets.
This year, Credit Suisse had to inject SFR3.7 billion to allay
the insurer's financial difficulties. Winterthur's problem also
forced the bank to slash its dividend.
===========================
U N I T E D K I N G D O M
===========================
AMEY PLC: Bares Redcar and Cleveland Council Bidding Detail
-----------------------------------------------------------
Amey plc announces that following detailed contract negotiations
during the bidding process for the Redcar and Cleveland Council
PPP, for which Amey was preferred bidder, certain elements of the
bid have changed. As a result, Amey and the reserve bidder have
been asked to rebid and submit last and final offers based on the
Council's revised information. Amey is in the process of
finalising its offer and remains fully committed to the project.
Note: Amey is currently selling its interest in the private
finance initiative project to maintain Edinburg schools. The
troubled company is selling the interest to raise GBP 70 million
as funding. In 2001, the firm posted a GBP18.3-million loss.
CONTACT: Anthony Cardew, CardewChancery
Phone: 020 7930 0777
ANTISOMA PLC: Reports Results for Three Months Ended September
--------------------------------------------------------------
Antisoma plc (LSE:ASM, NASD-E:ASOM), the U.K.-based biotechnology
company developing novel anti-cancer drugs, announces its results
for the three months ended 30 September 2002.
Highlights
- Patient recruitment reaches target in pivotal phase III study
of pemtumomab in ovarian cancer
- New analysis points to H2 2004 as the end date for this study
Pemtumomab shown to be generally well-tolerated in pilot phase II
study in gastric cancer
- Patient recruitment completed for phase I trial of TheraFab
UK patent granted for caspase, further strengthening the targeted
apoptosis programme
- Dr Miroslav Ravic appointed as Chief Clinical Officer
Losses for the period reduced to £3.0 million (Q4 2001/02: £3.5
million)
- Cash and cash equivalents of £15.4 million at 30 September 2002
(30 June 2002: £18.9 million)
Antisoma granted a European patent covering the antibody PR1A3,
which targets mCEA (membrane-bound carcino-embryonic antigen), an
antigen found at high levels on many tumours, including
colorectal and breast
Commenting on the results, Dr Barry Price, Chairman of Antisoma,
said: "The Company achieved an important milestone during the
quarter by reaching the target for recruitment of patients into
our phase III trial of pemtumomab in ovarian cancer. An
independent analysis has indicated that we can expect to complete
this major study before the end of 2004. As well as significant
progress on our lead product, the pipeline has been further
reinforced by the receipt of new patents, and our management team
has been enhanced by the appointment of Dr Miroslav Ravic as
Chief Clinical Officer."
Chairman's report
Pipeline development
In a significant development for the Company, we reached the
target for recruitment of patients into our phase III trial of
pemtumomab in ovarian cancer in September. A recent independent
statistical projection showed that this trial is likely to be
completed in the second half of 2004. If the trial confirms the
survival benefit seen in an earlier phase II trial, it will form
the basis of applications for marketing authorisations.
Preliminary findings from our pilot phase II trial of pemtumomab
in gastric cancer were presented at the Ninth Conference on
Cancer Therapy with Antibodies and Immunoconjugates in Princeton,
USA, in October. The trial is primarily designed to evaluate the
safety of the drug in gastric cancer patients. Pemtumomab was
generally well tolerated in a group of eight patients who had
received surgery to remove or reduce their tumour.
Patient recruitment has also been completed into our phase I
trial of TheraFab, a radiolabelled monoclonal antibody fragment.
The trial enrolled patients with non-small cell lung cancer, the
commonest form of lung cancer. This is an imaging study designed
to show how effectively TheraFab binds to lung-derived tumour
cells and to check that the antibody does not deliver
unacceptable levels of radiation to healthy tissues.
Patents granted
In July we announced that we had been granted a UK patent for
caspase fusion proteins consisting of a tumour targeting portion,
such as an antibody, and a constitutively active caspase enzyme.
Caspase joins RNase and DNase in our targeted apoptosis
programme. All three enzymes are central to the activation of
apoptosis, the natural mechanism of cell death that is inhibited
in many types of cancer cells.
Today we are announcing the granting of a European patent
covering the monoclonal antibody PR1A3, which binds to a target
on membrane-bound carcino-embryonic antigen (mCEA). High levels
of this antigen are found on the surface of many tumour types,
including most colorectal cancers and the majority of breast
tumours. A similar patent has already been granted in the USA.
PR1A3 has the potential to be used in a wide variety of tumour
targeting settings, and we initially intend to utilise this
antibody in our targeted apoptosis programme.
Appointments
In September 2002 we appointed Dr Miroslav Ravic as Chief
Clinical Officer. Dr Ravic joined Antisoma from the Japanese
pharmaceutical company Eisai where he was most recently Director
of Research and Development, Europe. At Eisai he had global
responsibility for oncology drug development and drove the
clinical development for a number of major products.
Financial Review
Revenue
Antisoma recognises amounts received under the Pemtumomab
Licensing Agreement with Abbott Laboratories as revenue when
earned, and has so far recognised GBP 7.4 million of the GBP 8.2
million received. The remaining GBP0.8 million will be recognised
as revenue through the period to the end of the Phase III ovarian
cancer study. We have recognised GBP 0.4 million during the
quarter ended 30 September 2002 compared with GBP 0.5 million for
the quarter ended 30 September 2001.
Results of operations - three months ended 30 September 2002
Revenue in the period totalled £0.4 million (Q1 2001/02: GBP 0.5
million; Q4 2001/02: GBP 0.7 million). Net operating expenses of
GBP 3.5 million (Q1 2001/02: GBP 2.9 million; Q4 2001/02: GBP 4.4
million) include research and development spending of GBP 2.65
million (Q1 2001/02: GBP 2.0 million; Q4 2001/02: GBP 3.2
million). The increase in research and development spending
represents the manufacturing and pre-clinical development costs
of the additional products in the pipeline. As a result of the
higher research and development costs and lower revenues, losses
in the period have increased to GBP 3.0 million (Q1 2001/02: GBP
2.3 million; Q4 2001/02: GBP3.5 million).
Liquidity and financial condition
Cash at bank and held in short- term investments totalled GBP
15.4 million at 30 September 2002, GBP 18.9 million at 30 June
2002 and GBP 6.8 million at 30 September 2001.
Net cash outflow from operating activities for the quarter was
GBP 3.5 million (Q1 2001/02: GBP 2.1 million; Q4 2001/02: GBP 4.0
million) and represents losses adjusted for movements in working
capital. Net cash outflow from operating activities is expected
to remain consistent over the financial year to meet the
manufacturing and development costs of our four clinical and five
pre-clinical programmes.
Creditors have decreased to GBP 4.4 million from GBP 5.3 million
as at 30 September 2001 and GBP 4.9 million as at 30 June 2002.
The decrease in creditors since 30 June 2002 is largely due to
the recognition of GBP 0.4m of revenue previously received from
Abbott.
Loss per share
The loss per share for the quarter decreased to 1.5p from 2.4p
(restated to take account of the bonus element of the Rights
Issue) in Q1 2001/02 and 1.7p in Q4 2001/02. The decrease,
despite increased losses, is due to the issue of additional
shares in the Rights Issue.
Dr Barry Price
Chairman
November 13, 2002
CONTACT: Antisoma plc
Phone: +44 (0)20 8799 8200
Raymond Spencer, Chief Financial Officer
Glyn Edwards, Chief Executive Officer
Financial Dynamics
Jonathan Birt
Phone: +44 (0)7884 238 952
Samantha Robbins
Phone: +44 (0)20 7831
AQUILA INC.: Reports Third-Quarter Loss, Suspends Dividend
----------------------------------------------------------
Aquila, Inc. (NYSE: ILA) on Wednesday reported a fully diluted
loss of $1.85 per share for the 2002 third quarter, compared to
diluted earnings per share of $.58 in the third quarter of 2001.
Excluding non-recurring charges of $155.8 million after tax, and
a loss from discontinued operations of $151.0 million after tax,
the third quarter operating loss was $.14 per fully diluted
common share. For the nine months ended September 30, 2002, the
company reported a fully diluted loss of $7.17 per share,
compared to earnings per share of $2.50 for the same period in
2001.
As part of its ongoing transition plan, the company also
announced today that its board of directors has suspended the
quarterly cash dividend on Aquila common stock for an
undetermined period. The board reached this decision after the
new management team completed a detailed analysis of the
company's current financial condition. Suspension of the dividend
is part of Aquila's strategy to achieve its goal of strengthening
the credit profile of the company.
"We plan to do more than simply survive," said Richard C. Green,
Jr., chairman, president and chief executive officer. "Aquila's
liquidity is sufficient to ensure that Aquila can continue to
operate safe and reliable utility networks and maintain quality
customer service. This remains a healthy core business."
Green summarized third quarter results by saying Aquila's core
domestic and international networks contributed more than they
did a year earlier, while the company continued to bear the costs
of exiting the
"The third quarter and the year as a whole have been a disaster
for Aquila as well as for our industry," said Green. "Exiting the
wholesale energy trading business, writing down assets, reducing
the workforce by approximately 1,600 employees, cutting and then
suspending the dividend all have caused our shareholders and
employees a great deal of pain.
"The aggressive restructuring we began six months ago is designed
to position Aquila for the future. With the exit from the trading
business largely behind us," he said, "we can now focus on the
next critical phase of our transition -- the restructuring or
termination of our tolling contracts on terms mutually acceptable
to us and our counterparties."
As Aquila works to complete its transition to being an integrated
utility, it expects to record significant charges during this
year's fourth quarter related to renegotiation of contracts, the
continued exit from wholesale commodity positions, additional
severance costs and possible additional asset impairments.
"The largest factor affecting operating earnings going forward is
low power prices resulting from lower demand during the economic
downturn and the current over-supply of generating capacity,"
Green said.
Global Networks
Third quarter EBIT for Global Networks was $92.8 million,
compared to $93.9 million in the same period of 2001. Results for
the 2002 quarter included a one-time charge of $5.2 million for a
loss on the sale of shares in Quanta Services, Inc. (NYSE: PWR)
and a $3.0 million gain on the sale of Aquila's interest in the
Pulse energy marketing joint venture in Australia. Excluding
those non-recurring items, operating EBIT was up $1.1 million
compared to a year earlier. The majority of this increase
reflects the May 2002 acquisition of Midlands Electricity in the
United Kingdom and suspension of Aquila's incentive plans in
2002.
Domestic Networks
Third quarter EBIT from Domestic Networks was $32.0 million,
compared to $45.0 million in the 2001 quarter. The operations
benefited from lower expenses resulting from staff reductions,
the suspension of Aquila's incentive plans and the non-
amortization of goodwill effective January 1, 2002. These were
more than offset by the loss on the sale of Quanta shares,
Quanta's lower earnings during the quarter and reduced power
sales to Western markets.
International Networks
International Networks provided EBIT of $60.8 million for the
third quarter compared to $48.9 million for the same period in
2001. The increase primarily reflects $16.7 million contributed
by Midlands Electricity in the United Kingdom, which Aquila
acquired in May 2002, and the non-amortization of goodwill
effective January 1, 2002. These positive factors were offset by
a reduced level of carrying cost recovery on deferred purchased
power balances in Canada.
Merchant Services
Merchant Services had a third quarter loss before interest and
taxes of $282.1 million, compared to earnings before interest and
taxes of $36.6 million in the 2001 quarter. Approximately $215.8
million of this variance relates to non-recurring items. The rest
of the decrease, approximately $102.9 million, was due primarily
to the company's exit from wholesale energy trading operations.
Capacity Services
Capacity Services had a loss before interest and taxes of $40.8
million for the quarter compared to EBIT of $13.3 million a year
earlier. One-time charges accounted for $34.9 million of the
variance. The other main factors impacting the quarter were lower
power prices and "spark spreads" (the difference between the
price of power and the fuel cost for its generation) compared to
levels experienced in 2001 and higher capacity payments for tolls
and synthetic leases that allow Aquila to generate power at
plants owned by others.
Currently the company has obligations to pay approximately $118.2
million annually under long-term, fixed capacity contracts or
leases. With relatively low prices for power and high prices for
natural gas expected to continue through 2003, the current
economics make it unlikely that Aquila can sell power to recover
these capacity payments. For the foreseeable future, the company
does not expect this business unit to be profitable. It is
essential that the company renegotiate the structure of certain
contracts, including its tolling agreements.
Non-Recurring Charges
Non-recurring charges in the 2002 third quarter are primarily
related to impairments resulting from asset sales, losses in
connection with winding down the wholesale trading book, and the
exit from wholesale energy trading businesses. There were no non-
recurring charges in the 2001 third quarter. The non-recurring
items affecting the comparison of the 2002 and 2001 third
quarters and their impact on earnings before income and taxes
(EBIT) are as follows:
Non-Recurring Items in the 2002 Third Quarter
----------------------------------------------------------------
In millions
Wholesale trading losses related to exit from trading $(70.8)
Severance costs and retention payments (42.3)
Provision for excess lease costs (36.7)
Write-down on leaseholds and equipment (36.4)
Loss on exit from gas storage investment (21.9)
Termination of Cogentrix acquisition (12.2)
Loss on sale of Quanta shares (5.2)
Other (.5)
-----------------------------------------------------------------
Total $(226.0)
=================================================================
Asset Sales
In an effort to improve its balance sheet and credit ratings, in
this year's second quarter Aquila targeted the sale of
approximately $1 billion in non-strategic assets. Its announced
agreements to sell assets are listed below. The transactions
closed to date total $796.6 million.
After-tax
Net Gain
Aquila Asset Sales As of November 13, 2002 Proceeds (Loss)
-----------------------------------------------------------------
Completed: In millions
UnitedNetworks (New Zealand distribution utility)$362.0 $28.0
Natural gas pipeline and processing assets 265.0 (156.0)
Quanta Services stock (open market and
private sales) 44.0 (5.2)
Lockport, NY power project 37.5 (5.3)
U.K. gas storage assets 34.9 (1.8)
Development loan 30.5 --
Other businesses and assets 22.7 (3.8)
-----------------------------------------------------------------
Subtotal 796.6 $(144.1)
Pending:
Texas gas storage assets 180.0
-----------------------------------------------------------------
Total asset sales closed or pending $976.6
=================================================================
Aquila also is in the process of carrying out a formal bid
process to sell its 79.9 percent interest in Midlands
Electricity. If a satisfactory bid is received, the sale is
likely to be completed early in the first quarter of 2003.
Interest Coverage Ratio and Asset Sale Consents
As a result of this year's operating performance, the winding
down of merchant energy businesses and the asset sales program,
Aquila does not expect to be in compliance with an interest
coverage requirement contained in certain financial arrangements
until at least December 31, 2003.
Aquila has obtained a waiver from this requirement that will
expire on April 12, 2003. As part of this process, Aquila has
agreed to make certain payments to the financial institutions, to
limit its dividends, to have lower borrowing capacity under its
revolving credit agreements, and to use reasonable efforts to
obtain the approvals that would allow it to pledge its domestic
regulated assets as collateral. Aquila must renegotiate its bank
financing arrangements prior to the waiver's expiration.
Loss from Discontinued Operations
As a result of the sale of the gas gathering, processing and
pipeline operations and the gas storage assets, Aquila's results
from those operations have been reclassified for financial
reporting purposes as "Discontinued Operations." This conforms to
a new accounting standard which became effective this year. Due
to this reclassification, the operating results of these
businesses have been segregated from continuing operations,
including a $236.6 million pretax loss on the sale of the gas
gathering, processing and pipeline operations. The loss from
discontinued operations for the third quarter of 2002 was $229.5
million before income taxes, or $151.0 million after tax,
compared to earnings from discontinued operations of $6.4 million
before taxes, or $4.1 million after taxes, for the same period of
2001.
Accounting for Energy Trading Contracts
New accounting standards affecting the reporting of gains or
losses on energy trading contracts became effective in the 2002
third quarter, requiring such contracts to be reported on a net
basis in the income statement. Adopting this standard also
required reclassifying sales and cost of sales for the third
quarter and all prior periods. This reclassification had no
impact on gross profit.
Reaudit of 2000 and 2001
As a result of the reclassification related to the discontinued
operations and the reclassification of sales and cost of sales,
combined with the demise of Arthur Andersen LLP, the company's
former outside auditing firm, Aquila is required to have its
financial statements for the years ended December 31, 2000 and
2001 reaudited by KPMG LLP, which was named Aquila's independent
auditor in May 2002. Aquila does not anticipate any changes to
its audited 2000 and 2001 financial statements filed with its
Form 10-K/A on August 14, 2002, except the reclassifications
necessary to reflect the discontinuation of certain operations
and reclassification of sales and cost of sales. The reaudit is
expected to be completed in early 2003.
Conference Call, Webcast and Additional Information
Aquila will host a conference call and webcast tomorrow at 9:00
a.m. Eastern Time in which senior executives will review third
quarter results. Participants will be Chief Executive Officer
Richard C. Green, Jr., Chief Operating Officer Keith Stamm, Chief
Financial Officer Dan Streek and Rick Dobson, who will become
interim chief financial officer on November 20.
To access the live webcast via the Internet, go to Aquila's
website at www.aquila.com and click on the link to the webcast.
Listeners should allow at least five minutes to register and
access the presentation.
For those unable to listen to the live broadcast, replays will be
available for two weeks, beginning approximately two hours after
the presentation. Web users can use the same access method
outlined above. Replay will also be available by telephone
through November 21 at 800-405-2236 in the United States, and at
303-590-3000 for international callers. Callers must enter the
access code 466651 when prompted.
Additional supplemental information including income statements
by business segment, consolidated cash flow statement,
consolidated balance sheet and statistical information is
available at www.aquila.com. Click on "Investors" near the top of
the screen, then "Financial Performance" at left.
Based in Kansas City, Missouri, Aquila operates electricity and
natural gas distribution networks serving customers in seven
states and in Canada, the United Kingdom, and Australia. The
company also owns and operates power generation assets. At
September 30, 2002, Aquila had total assets of $10.7 billion.
More information is available at www.aquila.com.
"Operating" Results
Aquila uses the term "operating EBIT" to describe its recurring
earnings before interest and taxes excluding items deemed to be
non-recurring. The term is not meant to replace actual EBIT or
earnings per share, or be considered as an alternative to net
income or cash flows from operating activities, which are
determined in accordance with generally accepted accounting
principles, as an indicator of operating performance or as a
measure of liquidity, or other performance measures used under
generally accepted accounting principles. In addition, the term
may not be comparable to similarly titled measures used by other
companies.
To see Aquila's Financial Statements:
http://bankrupt.com/misc/Aquila.htm
CONTACT: Aquila Inc.
Investor Contact:
Neala Clark
Phone: 816/467-3562
CABLE & WIRELESS: Announces Results of C&W Global Review
--------------------------------------------------------
At the time of its trading update issued on 18 September 2002,
Cable & Wireless announced that it was undertaking a
comprehensive review of Cable & Wireless Global's activities.
The key conclusions of the review are:
Cable & Wireless Global should withdraw from domestic business
markets in the US and in Continental Europe except for
multinational Enterprise and Service Provider customers
Cable & Wireless Global's established businesses in the U.K. and
Japan should be reshaped to reduce costs further and produce
greater focus on profitability and cash flow
When complete, the restructuring will save around GBP400 million
annually, compared to current operating costs. Capital
expenditure to support the restructured business in the financial
year 2003/2004 will be approximately GBP250 million, around GBP
200 million less than in the current year, giving total cash
savings post restructuring in the region of GBP 600 million in
comparison with the current run rate. The annualised current
revenues of the businesses to be discontinued as a result of the
restructuring are approximately GBP 300 million.
The restructuring is expected to reduce jobs across Cable &
Wireless Global by around 3,500, from 12,500 to 9,000, subject to
consultation. Data centres globally will be reduced from 42 to
23.
The total cash cost of restructuring is estimated to amount to
approximately GBP 800 million, most of which is associated with
property and network leases in the U.S. and Continental Europe.
The restructuring will be phased over the next 12 months,
enabling the Board to consider and actively pursue all options to
reduce the cash restructuring costs.
Following implementation of the restructuring, Cable & Wireless
Global will:
be focussed on serving primarily multinational companies
(Enterprise and Service Providers) in the U.S., U.K., Continental
Europe and Japan/Asia, building on the group's core competencies
and competitive advantages in this market. Cable & Wireless
Global will retain that part of its infrastructure and
capabilities in the U.S. and Continental Europe as is necessary
to support those multinational customers be in a better position
to focus on its strong national businesses in the U.K. and Japan
Options Considered
Four options were developed for the Board to consider :
A comprehensive restructuring and cost cutting programme broadly
maintaining the existing geographic and customer set
Total exit from the U.S. and Continental Europe except for
multinational Enterprise and Service Provider customers
Total exit from the U.S. and Continental Europe except for UK and
Japan/Asia based customers' international connections
Total exit from the U.S. and Continental Europe
The evaluation of the four options concluded that:
the implementation of Option 1 would continue Cable & Wireless
Global's exposure to difficult domestic markets in the US and
Continental Europe and was rejected for that reason the
implementation of Options 3 or 4 would damage Cable & Wireless
Global's capability to continue to grow its business to those
target multinational Enterprise and Service Provider customers
with the highest margin and growth potential. Given the global
requirements of these customers, complete withdrawal from the US
and Continental Europe or rationalisation to a termination
capability only would remove the ability to differentiate against
competitors. Revenue and margin would also decline over time for
those multinational customers based in the UK and Japan the
implementation of Option 2 enables Cable & Wireless Global to
maintain that part of its infrastructure and capabilities in the
US and Continental Europe required to support these target
customers globally at the same time as withdrawing from the loss
making domestic U.S. and Continental European businesses. This
enables it to focus on developing its business with its target
multinational Enterprise and Service Provider market, building on
two strong domestic businesses in the U.K. and Japan
Financial evaluation of the four options confirmed that Option 2
offers the best balance between implementing further radical
capital and cost reductions to achieve the target of free cash
flow positive by the fourth quarter of 2003/2004 and retaining a
sustainable, more focused business, one possessing distinct
competitive advantages and significant long term growth
potential.
David Nash, Chairman Designate, said: "We have conducted a
comprehensive review of our Global business and considered a
number of options. The scale of the restructuring we are
undertaking represents a major challenge, particularly given the
current market turmoil. Implementation will be demanding.
However, the Board believes this approach represents the best
available option for Global's future by focusing on businesses
with potential for growth whilst preserving cash by minimising
exit costs and operating cash outflows".
Graham Wallace, Chief Executive, said: "I believe the review has
identified the best option for Global by focusing on our
strengths. Our ability to provide a complete communications
infrastructure solution to multinational companies in the U.S.,
U.K., Continental Europe, Japan and Asia, means we can offer a
truly differentiated service. These are tough measures in a tough
market but we are committed to achieving our cash flow target for
Cable & Wireless Global."
CONTACT: Investor Relations:
Louise Breen
Phone: +44 (0) 20 7315 4460
Caroline Stewart
Phone: +44 (0) 20 7315 6225
CABLE AND WIRELESS: Issues Results for Half-Year Ended September
----------------------------------------------------------------
Group revenue GBP 2,358m
EBITDA before exceptional operating costs GBP 172m
Loss before tax, exceptional items and goodwill
amortisation GBP (107)m
Loss per share before exceptional items and goodwill
amortisation (9.3)p
Exceptional items and goodwill amortisation GBP (4,322)m
Net cash balance GBP 2,216m
Interim dividend per share 1.6p
- Trading results in line with the September 2002 trading update
- Update on review of Cable & Wireless Global announced today
(see separate announcement)
C&W Global
- Continuing tough trading conditions impacting revenues,
particularly in Service Providers
- Continued growth in Enterprise customer revenues
- Management action to reduce costs and capex
- Exit from loss-making US retail voice and data business
substantially complete
C&W Regional
- Sound performance from C&W Regional
- Constant currency revenue growth of 6 percent and an EBITDA
margin of 41 percent
- Growth in domestic, mobile, IP and data revenues more than
offsets international decline
C&W Group
- Half year net cash position of GBP 2,216 million (cash of GBP
3,848 million and debt of GBP 1,632 million)
- Cash management remains a key priority
- FRS 11 impairment charge - tangible assets GBP 787 million and
intangible assets GBP 2,713 million
- Proposed interim dividend of 1.6 pence per share - a growth of
6.7 percent over last year.
Graham Wallace, Chief Executive Cable and Wireless plc, said:
"These trading results are in line with our expectations in the
September 2002 trading update. In Cable & Wireless Global,
despite difficult and very competitive conditions, revenues from
our key target market of Enterprise customers have continued to
grow. Cable & Wireless Regional performed well, with management's
response to increased competition improving underlying revenues.
We have reviewed the carrying value of our assets under FRS 11
and, as a result of the first half performance for Global and our
assumptions for the future, have written them down by GBP 3.5
billion".
Chief Executive's statement on results for the half year ended 30
September 2002
Cable & Wireless Global
Cable & Wireless Global's trading environment has deteriorated in
certain sectors in the last six months. In particular we continue
to see downward pricing pressure in the IP transit market and
volatility in carrier sector demand. Revenue from Enterprise
customers, however, increased by 12 percent over the last 12
months.
No capacity sales were made in the six months to 30 September
2002.
In May 2002 Cable & Wireless announced its intention to
restructure the C&W Global business in the US and in September
2002 announced the disposal of the retail voice and data customer
bases respectively.
These businesses have now been classified as discontinued and the
results are excluded from the balance of this commentary.
Cable & Wireless Global revenue declined 5 percent compared with
the second half of last year.
Enterprise revenues increased by 7 percent compared to the second
half of last year, reflecting healthy demand for our advanced
corporate services and products - in particular our ability to
converge voice and data networks over a single IP infrastructure.
Service Providers revenues declined 10 percent, reflecting
pricing pressures and the financial distress of our carrier
customers and resultant decrease in demand for network capacity.
Business revenues fell by 23 percent due not only to continued
pricing pressure, but also to a full six months impact of the
management decision taken last year to focus on high margin
services with strong growth potential.
Hosting revenue increased by GBP 87 million (66 percent). The
result includes six months revenue from the Exodus business,
compared to two months in the prior period. However the revenue
base wasvaffected by high churn at the start of the period. This
has now reduced substantially.
Cable & Wireless Global gross margin increased to 49 percent in
the period. These gross margins reflect a full six months
consolidation of the Exodus hosting business and management
activities to reduce lower margin revenues offsetting price
pressure on margins.
Cable & Wireless Global operating costs, before exceptional
items, were GBP 813 million for the six months to 30 September
2002.
Cable & Wireless Global capital expenditure has been tightly
controlled at GBP 275 million for the first half and capital
expenditure is forecast to be below £450 million for the full
year.
In light of the continuing decline in Cable & Wireless Global's
trading environment since March, and having announced our
intention to undertake a review of that business, the balance
sheet values of Cable & Wireless Global's tangible and intangible
assets have been reviewed. As a result, fixed assets have been
written down by £787 million and the remainder of the goodwill of
£2,713 million has been written off.
This goodwill written off largely related to the UK business
acquired as part of the Cable & Wireless Communications
restructuring in May 2000.
The write down has been determined in accordance with the
requirements of FRS 11.
Cable & Wireless Regional
Cable & Wireless Regional performed well, with revenue growth of
6 percent over the first half of last year on a constant currency
basis. The exchange effect of the US dollar reduced reported
revenue growth to 1 percent. While international voice revenues
have declined due to negotiated tariff reductions, rebalancing of
national tariffs and strong mobile growth have resulted in
underlying revenue growth.
Cable & Wireless Regional EBITDA margin is 41 percent. Gross
margins were impacted by international tariff declines, however
this was offset in part by a reduction in operating costs, as a
result of headcount reductions in Panama and the Caribbean.
Cable & Wireless Group
Management remains focused on cash control, both to achieve our
free cash flow positive target in the fourth quarter of 2003/04
for Cable & Wireless Global and to maintain our strong Group net
cash position as a source of competitive advantage with our
corporate customers. At 30 September 2002 the Group's net cash
balance was £2,216 million (gross cash of £3,848 million and
gross debt of GBP 1,632 million).
Dividends and capital structure
After taking into consideration the current structure of the
Group, and the distinct financial characteristics of its two
divisions, the Directors have declared an interim dividend of 1.6
pence per ordinary share. This equates to a growth of 6.7 percent
on the interim dividend per share for the previous year and will
cost GBP 38 million.
Guidance for the second half of 2002/03
Market conditions in the sector remain difficult and there
continues to be an unusual degree of uncertainty in sector demand
forecast. These factors, combined with the implementation of our
Global review, result in limited guidance being given.
We expect Cable & Wireless Regional 2002/03 full year revenue to
grow between zero and five percent (on a constant currency
basis), and full year EBITDA margins to continue to be above 40
percent.
As announced in the trading update issued on 18 September 2002
Cable & Wireless Global's capital expenditure will be reduced by
at least £200m to below GBP 450 million for the 2002/03 full
year. We expect Cable & Wireless Regional's capital expenditure
for the full year to be less than GBP 300 million.
Based on the successful implementation of the restructuring
announced today, Cable & Wireless Global is expected to become
free cashflow positive by the fourth quarter of 2003/04.
To see First Part of Cable and Wirelss' Full Release:
http://bankrupt.com/misc/Cable&Wireless1.pdf
To see Second Part of Cable and Wireless' Full Release:
http://bankrupt.com/misc/Cable&Wireless2.pdf
CABLE & WIRELESS: Investors Call for CEO to Step Down
-----------------------------------------------------
Shareholders of Cable & Wireless are calling for the resignation
of Chief Executive Graham Wallace after emergency restructuring
plans cut the company's share value by more than a third on
Wednesday, Times Online reports.
The shares went down 83 p from 47, the lowest since 1984.
The telecoms giant included in its program 3,500 job cuts and
reduction in its U.S. and European operations. Internet services
arm, Cable & Wirelesss Global, is to see 19 of its 42 data
centers closed.
Cable and Wireless plans to focus on the United Kingdom and Japan
operations, which it deemed strong markets for national service.
The restructuring, which will be implemented over the next month,
is expected to save Cable & Wireless around US$635 million
annually.
CABLE WIRELESS: Issues Notice on Director's Interests in Shares
---------------------------------------------------------------
The Company was notified on 13 November 2002 that on the same day
Sir Ralph Robins purchased 10,000 Ordinary Shares in the Company
at a price of 87.25 pence per share.
The Company was notified on 13 November 2002 that on the same day
Mr Adrian Chamberlain purchased 5,000 Ordinary Shares in the
Company at a price of 80 pence per share.
CORUS GROUP: Terminates Proposed Merger With Siderurgica Nacional
-----------------------------------------------------------------
On 17 July 2002, Corus announced that it had reached agreement in
principle on a proposed merger with Companhia Siderurgica
Nacional (CSN).
As stated, the proposals were subject to a number of conditions
and the Corus Board would continue to monitor the situation as
the work on the merger progressed. Despite the strong strategic
rationale for the merger, ongoing uncertainties in the global
business environment and the financial markets have led the Board
to conclude that the transaction cannot be completed as envisaged
at this time and therefore it has decided to terminate the
proposed transaction.
The Corus management will remain strongly focused on the
restoration of the performance and competitiveness of its
existing carbon steel assets. Although progress continues to be
made in this regard, since early-October there has been
increasing evidence that the demand for steel products in its
core UK and continental European markets is not at the level the
Group expected at the time of the announcement of its interim
results in September. As a consequence while the second half
operating result (before exceptional items) is expected to be
around (pound)100m better than the first half ((pound)252m loss),
this is not the pace of recovery anticipated particularly due to
a squeeze on the profitability of downstream operations.
Although the improving trend of results is expected to continue
into the first quarter, the outlook beyond that is uncertain with
the pace and timing of economic recovery and demand difficult to
predict.
CONTACT: Corus Group
John Bowden
Phone: (44) (0) (20) 7717 4501
MARCONI PLC: Finance Director in Line for Replacement
-----------------------------------------------------
Phone-equipment maker, Marconi, may soon see its finance
director, Steve Hare, replaced by Financial Controller Chris
Holden, says the Financial Times.
The substitution is believed likely to happen on an interim basis
while the group decides on longer-term plans for the cash-
strapped company.
Senior executives and Marconi creditors reportedly has the future
composition of the company's board on agenda on its meeting in
New York this week, and the issue was discussed on Wednesday.
Marconi's banks has long held Mr. Hare responsible for the
failure in March to close a refinancing deal that would have
rescheduled the company's GBP3 billion bank debt. The breakdown
of the talks left lending banks and bondholders GBP1.8 billion in
collectibles.
As for the the soon-to-be-vacant chairmanship position, it is
believed that John Devaney, former Energy Group chief executive,
have agreed to replace interim chairman Derek Bonham. The
appointment, however, is still subject for the approval of banks
and bondholders.
The appointments of Mr. Holden and Mr. Devaney are to be
announced before the weekend.
MYTRAVEL GROUP: Issues Notification of Major Interests in Shares
----------------------------------------------------------------
Name of company: MyTravel Group plc
Name of shareholder having a major interest:
Legal & General Investment Management Limited
Name of the registered holder(s) and, number of shares held:
Name of registered holder Number of
shares held
HSBC Global Custody Nominee (UK) Ltd A/c 775245 2,255,834
HSBC Global Custody Nominee (UK) Ltd A/c 357206 11,558,749
HSBC Global Custody Nominee (UK) Ltd A/c 866203 568,400
HSBC Global Custody Nominee (UK) Ltd A/c 360509 443,150
14,826,133
Number of shares/amount of stock acquired: Not supplied
Percentage of issued class: Not supplied
Number of shares/amount of stock disposed: 71,200
Percentage of issued class: 0.014%
Class of security: Ordinary shares of 10p each
Date of transaction: November 8, 2002
Date company informed: November 13, 2002
Total holding following this notification: 14,826,133
Total % holding of issued class following this notification:
2.99%
Name of contact and telephone number for queries:
Mike Vaux, Assistant Company Secretary - 0161 232 6567
Authorised company official making this notification:
Gregory McMahon, Group Company Secretary
Date of notification: November 13, 2002
SOMERFIELD: Kwik Save Managing Director Steps Down
--------------------------------------------------
Graham Maguire of Kwik Save, a discount chain of troubled
supermarket group, Somerfield, stepped down as managing editor of
the store. Mr. Maguire "has agreed to step down" with immediate
effect from the store, which caused Somerfield its troubles.
Somerfield purchased Kwik Save in 1998, and saw its sales and
profits quickly adapting a downward turn. The group tried to
sell the chain but failed.
His resignation is understood as part of the management shake-up
currently undertaken by the group.
Somerfield's sales currently lag that of its heavyweight rivals.
Executive chairman John von Spreckelsen expects the company's
recovery to take five years. Somerfield is still in its third
year and is expecting to "be more or less flat" after breaking
even in the first year and making an operating profit of around
GBP30 million in the second.
Despite the blunder in the purchase of Kwik Save, the group is
still investing in a network of stores. Seven new Kwik Save
concept stores are due to be opened.
The group has around 1,300 U.K. stores including 55 Somerfield
and 60 Kwik Save stores in Scotland.
*************
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
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