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/raid1/www/Hosts/bankrupt/TCREUR_Public/021217.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Tuesday, December 17, 2002, Vol. 3, No. 249 Headlines * B E L G I U M * LERNOUT & HAUSPIE: Seeks to Set Aside Transfers Made to John Seo * C Z E C H R E P U B L I C * SKODA HOLDING: Government Sells Stake to Appian Machinery * F R A N C E * ALCATEL: Sells EUR630 Million of Mandatorily Redeemable Notes COMPLETEL EUROPE: Moody's Withdraws Rating After Recapitalization FRANCE TELECOM: Sells Entire Share in TDF for EUR1.3 Billion * G E R M A N Y * ALLIANZ: May Sell Beiersdorf Stake Early Next Year DEUTSCHE TELEKOM: Sells Its Stake in Satellite Operator EUTELSAT INFINEON TECHNOLOGIES: Unveils Growth and Production Strategy * I T A L Y * CIRIO FINANZIARIA: Advisors Threaten to File for Bankruptcy TELECOM ITALIA: Discloses Results of Shareholders' Meeting * N E T H E R L A N D S * IFCO SYSTEMS: Announces Record Date for Allocation of Warrants * S P A I N * JAZZTEL PLC: Moody's Withdraws Rating Following Restructuring * U N I T E D K I N G D O M * AMEY PLC: Redcar & Cleveland Drops Bid for GBP230 Contract BAE SYSTEMS: Fitch Places Ratings on Watch Negative BAE SYSTEMS: Moody's Places Debt Ratings Under Review BUSINESS A.M.: In Danger of Being Closed, Say Reports CABLE & WIRELESS: May Divest Unit to Raise Cash INVENSYS PLC: Moody's Downgraded Corporate Credit Rating MARCONI PLC: Issues Result for Six Months Ended September ROYAL & SUNALLIANCE: Update on Scope of Asia Pacific IPO TELEWEST COMMUNICATIONS: Royal Bank Delays Approval of Lifeline VERSATEL TELECOM: Moody's Withdraws All Ratings ============= B E L G I U M ============= LERNOUT & HAUSPIE: Seeks to Set Aside Transfers Made to John Seo --------------------------------------------------------------- John Seo used to head Lernout & Hauspie Speech Products N.V. and Dictaphone Corp.'s much-troubled Korean operation, which has been deluged with allegations of fraud and is still missing millions. Before September 1999, Mr. Seo owned Bumil Information & Communications Co., a Korean company based in Seoul. On September 9, 1999, L&H acquired Bumil from John Seo for $25,000,000 and became obligated to make a $25,000,000 payment under an earnout agreement. Due to fraudulently reported revenues, John Seo received the Earnout earlier than expected on January 31, 2000. As of the date of these allegedly fraudulent transfers, Bumil was worth substantially less than the total consideration paid by L&H. As a result, L&H's estate and creditors suffered a substantial loss. The fraudulently reported revenues of L&H's Korean operations from September 1999 to June 2000 are the subject of a Complaint for Injunctive Relief brought by the Securities & Exchange Commission against L&H in October 2002. Accordingly, L&H asks Judge Wizmur to set aside the transfers and award the estate judgment in the amount of the money paid to John Seo, together with interest. (L&H/Dictaphone Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900) =========================== C Z E C H R E P U B L I C ============================ SKODA HOLDING: Government Sells Stake to Appian Machinery --------------------------------------------------------- The Government of the Czech Republic has decided to sell the 48.4% stake it holds in Skoda Holding through Czech Consolidation Agency to Appian Machinery, an Appian Group subsidiary, for CZK 350 million. The package includes assets worth CZK4.5 billion, some of which are in the form of CKA's receivables from the holding's subsidiaries, and shares in Skoda tS. The Antitrust Office still has to approve the transaction. The Appian Group also indicated an interest in the remaining stake in Skoda Holding as well as other assets, including buildings. Should these transactions be realized, the resultant price of the sale is pegged at CZK800 million. Finance Minister Bohuslav Sobotka says the price is adequate, adding that "...the price was not the only criterion we used to select the acquirer of the shares. Our prime concern was to guarantee the company's prospects." According to a TCR-Europe report last month, the engineering company needs to find a strong partner within the year to boost its operating capital if it were to continue operating. The company has an obligation to redeem by the end of March 2003, CEK3.6-billion loan granted to finance restructuring in 2000. Last month, company spokesperson Karel Samec admitted that the engineering group plans to sell assets to concentrate only on sectors in which it occupies the leading position on world markets. Skoda Holding Chief Executive Offer Martin Roman said, "I am sure that the new owner, with its clearly declared intentions, will gradually disperse the concerns of our business partners and financial institutions about the future of Skoda Holding. The arrival of the new owner will make it possible to complete the restructuring of the company and to develop further one of the most valuable Czech brands." =========== F R A N C E =========== ALCATEL: Sells EUR630 Million of Mandatorily Redeemable Notes ------------------------------------------------------------- Alcatel (Paris: CGEP.PA and NYSE: ALA) has completed the offering that was announced yesterday to institutional investors of notes mandatorily redeemable for Alcatel Class A shares, new or existing, for an amount of EUR630 million. A public offering to individuals in France will occur under the same conditions between the 16th and 18th of December 2002. After the prepayment of the full amount of the interest payable, the net proceeds will amount to around EUR500 million. Disclaimer This press release does not constitute an offer for sale of securities in the United States or any other jurisdiction. The notes will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. About Alcatel Alcatel designs, develops and builds innovative and competitive communications networks, enabling carriers, service providers and enterprises to deliver any type of content, such as voice, data and multimedia, to any type of consumer, anywhere in the world. Relying on its leading and comprehensive products and solutions portfolio, stretching from end-to-end optical infrastructures, fixed and mobile networks to broadband access, Alcatel's customers can focus on optimizing their service offerings and revenue streams. With sales of EUR25 billion in 2001, Alcatel operates in more than 130 countries. CONTACT: Alcatel 54, rue La Bo,tie 75008 Paris, France Phone: +33-1-40-76-10-10 Fax: +33-1-40-76-14-00 Toll Free: 800-777-6804 Home Page: http://www.alcatel.com COMPLETEL EUROPE: Moody's Withdraws Rating After Recapitalization ----------------------------------------------------------------- Moody's withdraws all ratings of Completel Europe N.V. following the finalization of the company's recapitalization plan, which cancelled all of the telecommunication provider's outstanding bond debt. In September, the company announced the successful closing of its recapitalization plan, which converted all senior notes, representing aggregate principal outstanding of EUR227 million, into equity. The transaction also raised EUR44 million for the company. The company estimates that proceeds will cover its previously announced funding needs of EUR30 million to bring the Company to cash flow breakeven. Completel is a facilities-based provider of fiber optic local access telecommunications and Internet services to business end- users, carriers and ISPs in France. CONTACT: Stefan Sater Director Completel N.V. Investor Relations Telephone: +33-1-72-92-20-43 Email: s.sater@completel.frmailto:s.sater@completel.fr FRANCE TELECOM: Sells Entire Share in TDF for EUR1.3 Billion ------------------------------------------------------------ France Telecom has closed the transaction announced last July 25 for the sale of TDF to an entity controlled by investment funds Charterhouse Capital Development, CDC IXIS Equity Capital and the Caisse des Depots. France Telecom sold its entire share in the TDF group to the new entity, in which it holds a 36-percent stake. The total transaction values TDF at approximately 1.85 billion euros. France Telecom contributed 250 million euros for a 36- percent interest in the new entity. Net proceeds from the sale then amounts to 1.6 billion euros. Prior to the sale TDF took over its cash management, which was previously managed by France Telecom, representing approximately 273 million euros. This results in net cash for France Telecom from the sale of 1.34 billion euros. The ownership structure of the new holding company is as follows: - 45 percent for Charterhouse Capital Development and CDC IXIS Equity Capital; - 36 percent for France Telecom; - 19 percent for Caisse des Depots. About TDF TDF provides broadcast services for radio and TV channels, as well as services for wireless telephone operators. TDF currently broadcasts some 14,300 TV frequencies and 4,500 FM frequencies. It hosts 7,000 wireless communications transmission points. TDF also develops multimedia information services in intelligent transport industry and Internet broadcast. Through its TDF Video Services subsidiary, TDF is also involved in production, post- production and studio facilities for TV programming. Outside France, TDF has operations in Finland, through its 49-percent stake in Digita, Finland's largest broadcasting network, and in Spain, where its interests are held by Medialatina, a wholly- owned subsidiary. The TDF assets being divested represented 2001 consolidated revenues of approximately 780 million euros and EBITDA of about 250 million euros. CONTACT: FRANCE TELECOM 6, Place d'Alleray 75505 Paris Cedex 15, France Phone: +33-1-44-44-22-22 Fax: +33-1-44-44-95-95 Home Page: http://www.francetelecom.fr ============= G E R M A N Y ============= ALLIANZ: May Sell Beiersdorf Stake Early Next Year -------------------------------------------------- Analysts said Allianz AG may sell its multibillion-dollar minority stake in German cosmetics firm Beiersdorf AG to U.S. consumer products group, Procter & Gamble Inc., or German retailer Tchibo Holding AG early next year. German financial papers and magazines speculated the move earlier when Allianz needed to fill a gap in its finances, says The Deal. Allianz suffered after the collapse of companies that it partly owns, including WorldCom Inc. and Fairchild-Dornier Corp. Focus Money has indicated that Procter & Gamble offered up to EUR5.5 billion for the 44% stake, while Tchibo is believed to tender a total of EUR4.4 billion. Arne Jockush, an analyst with Munich-based Merck Fink & Co., considered the prices high, noting that Allianz "isn't as well capitalized as it was a year or two ago." Allianz spokesman, Jorg E. Allgauer reportedly denied the company ever saying it plans to sell Beiersdorf or keeping it "forever." Beiersdorf is attractive to buyers after posting consistent growth since the late 90s. For this year, sales are expected to increase 4% to EUR4.7 billion, while net profit is forecasted to grow 5% to EUR275 million. The report also noted that Allianz has shown willingness to divest some of its holdings, particularly through issuance of convertible bonds, but Jockush disagreed saying the company is likely to use cash from bonds or other asset sale. The response came as speculation mounted about the company's sale of its 4.5% Deutsche Bank AG stake to cover a EUR1 billion convertible bond issued in 1998. In the third quarter the company posted a EUR2.5 billion loss, including EUR1.9 billion in investment-related write-offs. CONTACT: ALLIANZ Investor Relations Phone: +49.1802.2554269 E-Mail: investor.relations@allianz.com DEUTSCHE TELEKOM: Sells Its Stake in Satellite Operator EUTELSAT ---------------------------------------------------------------- Deutsche Telekom has sold its stake in the European satellite operator EUTELSAT S.A. The agreement was signed today with De Agostini S.p.A., a leading Italian publishing group. Deutsche Telekom's 10.87 percent stake will be placed in a newly founded holding company in Luxembourg, in which Deutsche Telekom and De Agostini hold a joint interest, together with 21 Invest. The transaction value is approx. EUR 210 million. About De Agostini S.p.A. De Agostini S.p.A. is the largest privately owned Italian publishing and editorial group with principal operations in 32 countries. It recorded sales and EBITDA of Euro 1.178,3 million and Euro 31 million in 2001 respectively. De Agostini Group's activities have been diversified over the years with new financial investments, important partnership agreements and a focused development programme in the communications sector. De Agostini Group holds stakes in numerous companies and businesses. Over the past few years De Agostini has invested in a number of ventures in innovative, high-growth sectors, both in Italy and abroad. About Deutsche Telekom Deutsche Telekom is Europe's largest communications company and one of the largest communications carriers worldwide based on 2001 revenues of 48.3 billion Euro. The company is active in four key growth segments of the global telecommunications market: mobile communications, network access services, consumer Internet services and integrated IT and telecommunications solutions. Through T-Mobile, Deutsche Telekom's mobile telephony subsidiary, and through other majority and minority shareholdings, Deutsche Telekom serves currently worldwide more than 76 million mobile telephony customers worldwide. In 2001, Deutsche Telekom completed the acquisition of U.S. mobile telephony companies VoiceStream Wireless and Powertel Inc., forming the first transatlantic wireless communications operator utilizing the GSM digital wireless technology standard. Deutsche Telekom offers its customers a complete range of fixed- line voice telephony products and services through more than 57 million access lines. The company is a leading provider of high- speed digital access lines, with about 3 million new asymmetric digital subscriber line (T-DSL) services currently sold and more than 22 million channels using the information transfer standard ISDN (Integrated Services Digital Network). T-Online is one of Europes's largest Internet service providers with over 11.8 million subscribers. T-Systems is Europe's second- largest provider of comprehensive IT and telecommunication solution and services to business customers in more than 20 countries. For more information about Deutsche Telekom, visit www.telekom.de/international. INFINEON TECHNOLOGIES: Unveils Growth and Production Strategy ------------------------------------------------------------- At its "IFX Day 2002" strategy conference in London, Infineon Technologies (FSE/NYSE:IFX) set out its growth and production strategy for the next five years. The company is systematically implementing its "Agenda 5-to-1" strategy and aims to rank among the four leading semiconductor manufacturers worldwide in the next five years; it also wants to be in the top three in all business segments. Infineon aims to be one of the best two in terms of profitability, and number one in the semiconductor solutions business. The semiconductor industry is undergoing radical change. The cycles so typical of the industry, for example, are shorter today than ever before, with sharper upturns and downturns. Traditional value chains are turning into vertical supply chain networks and there is a consolidation process going on within the value chain layers. In this capital-intensive industry, know-how exchange and partnerships are becoming increasingly important as a way of sharing investments and risks. In this environment Infineon is driving forward its "Agenda 5-to-1" growth strategy in order to emerge as one of the winners from the current market change. As part of its strategy, Infineon intends to position itself in the regional markets as one of the leading providers in China, Japan and the USA, and build on the leading position it already holds in Europe and Asia. In China, Infineon has set its sights on being one of the top 4 semiconductor companies and is aiming for a market share of more than ten percent. Infineon plans to establish its Chinese headquarters in Shanghai and expects to employ about 2300 people in China by 2007 focusing on research and development as well as marketing and sales. The company's activities in that country will be focused primarily on the communications and memory products sectors. In the USA, Infineon will continue expanding its service and sales organization and as a priority will intensify its activities with non-memory products, particularly in the automotive electronics and communications sectors. In Japan, the company will focus on key customers and concentrate on serving local growth markets such as broadband access, optical networks, short-range wireless and smartcards. Infineon aims to be one of the top two in the industry when it comes to financial performance, particularly in relation to profitability. To achieve this goal, the company will further optimize its organization and focus future investments more intensively in order to grow its solution business. Infineon sees most potential in the high-margin solution business and aims to become the number one semiconductor company in this sector. Among other initiatives, the company intends to build up its software expertise and grow its service business. In addition, Infineon plans to pursue its successful cooperation strategy and collaborate in many areas with leading partners, such as Ericsson, Nanya, Nokia, Toshiba and UMC. Infineon believes that focusing on "technology lifestyle solutions" will be key to the successful implementation of Agenda 5-to-1. In the past, the development of new products was primarily technology-driven. Technical feasibility was the watchword for developers. The company believes that in the future new technological trends will be determined by people's individual needs. This will also drive the demand for solutions that make many aspects of everyday life easier and improve the quality of life, e.g. in healthcare, mobile communications and "wearable electronics", where chips will be integrated into items of clothing and will control a variety of functions (e.g. MP3 player, protection against brand piracy, distribution logistics in large laundries, access control, location tracking, etc.). Secure mobile solutions for terminal devices are one example of Infineon's existing solution portfolio. These solutions combine subscriber identification with secure data transfer, e.g. for banking applications. Moreover, access is totally independent of location, e.g. from home, on the road or in the office. The solutions are rounded off by suitable storage media, enabling even memory-intensive applications to be used. In fiscal 2001, Infineon responded quickly to the changed market conditions with its Impact cost-cutting program and realized savings of more than EUR 2.5 billion. To secure the long-term success of Infineon, the company launched its Impact(2) program, focusing on further optimization of processes, benchmarking and greater flexibility. Manufacturing strategy The manufacturing strategy is another key element in the implementation of the "Agenda 5-to-1" program and forms the basis for the future growth of Infineon. The company will also continue to leverage its own production expertise in the future, for example its technology leadership in 300mm technology. Just one year after the start of volume production of memory chips on 300mm-diameter silicon wafers, Infineon Technologies can now produce memory chips at a lower cost per component on 300mm wafers than on 200mm wafers. Reaching the "cost crossover" milestone at its Dresden fabrication plant in Germany is further demonstration of Infineon's leadership position in the industry. Foundries will also be used more extensively in the future. At the same time Infineon will form manufacturing alliances with strategic partners. Infineon was quick to engage in cooperation ventures early on and today controls an entire network of partners, with whom the company cooperates on development as well as production. Infineon's international cluster of DRAM production sites is an object lesson in this type of cooperation. The cluster includes Infineon production facilities in Dresden and Richmond (Virginia/USA) as well as Winbond (Hsinchu/Taiwan) and the recently announced production joint venture with Nanya. This concept of integrating Infineon's memory facilities into a global network ensures uniformly high levels of quality at all sites worldwide and a constant exchange of know-how and experience. Infineon operates a similar integrated system for manufacturing logic chips with its production facilities in Dresden, Regensburg and Villach, the Altis Semiconductors joint venture with IBM in Essonnes (France) and the UMCi joint venture with UMC in Singapore. Another key factor in production is flexibility. This means not only being able to service the heavy demand in boom periods, but also minimizing the effects of lower demand in times of crisis. For Infineon, flexibility also means being able to move the production of certain products within the manufacturing cluster to another site at short notice whenever there is a need. Equally, certain capacity reserves in the DRAM cluster can also be used for logic products, and vice versa. About Infineon Infineon Technologies AG, Munich, Germany, offers semiconductor and system solutions for the automotive and industrial sectors, for applications in the wired communications markets, secure mobile solutions as well as memory products. With a global presence, Infineon operates in the US from San Jose, CA, in the Asia-Pacific region from Singapore and in Japan from Tokyo. In fiscal year 2002 (ending September), the company achieved sales of EUR 5.21 billion with about 30,400 employees worldwide. Infineon is listed on the DAX index of the Frankfurt Stock Exchange and on the New York Stock Exchange (ticker symbol: IFX). Further information is available at www.infineon.com. Infineon and the stylized Infineon Technologies design are trademarks and servicemarks of Infineon Technologies AG. CONTACT: INFINEON TECHNOLOGIES Investor Relations Phone/Fax: +49 89 234 26655 / 26155 E-mail: investor.relations@infineon.com ========= I T A L Y ========= CIRIO FINANZIARIA: Advisors Threaten to File for Bankruptcy ----------------------------------------------------------- Advisors of Italian food group Cirio Finanziaria, anxious to regain access to the company's credit lines, threatened to file bankruptcy proceedings to get their demand. According to Dow Jones, Livolsi & Partners warned creditor banks, including Capitalia Spa, that they will push forward with their plan unless the banks reactivate credit lines by December 16. The parties are currently in disagreement over the company's refinancing. The creditors banks wanted CEO and chairman, Sergio Cragnotti to resign before approving a bridge loan. But Mr. Cragnotti reportedly indicated to resign only after the group receives the loan. It is noted that Cirio is seeking an urgent cash injection of some EUR50 million to keep it afloat after it was declared in default on more than EUR1 billion of bonds. In an earlier report of TCR-EUR, Cirio was implementing a restructuring plan and was mulling over divesting its soccer team Lazio, as well as its key stakes in Brazilian cleaning products and food company, Bombril, and Singapore-based Del Monte Pacific Ltd. The Italian food group was also reported to have plans of overhauling its debt and refocusing on its core food business. Cirio has net debt of EUR691.5 million at the end of September. The company's nine-month EBITDA is EUR60.8 million. CONTACT: CIRIO Phone: ++39 06 4145700 Fax: ++39 06 4145729 Home Page: http://www.cirio.it TELECOM ITALIA: Discloses Results of Shareholders' Meeting ---------------------------------------------------------- The Telecom Italia Shareholders' Meeting convened Thursday in ordinary and extraordinary session under the chairmanship of Marco Tronchetti Provera. Ordinary Session In the ordinary session, the Meeting appointed Pietro Modiano and Riccardo Ruggiero as Company Directors. The appointment of these two directors, previously co-opted to the Telecom Italia Board, will expire at the same time as the rest of the currently serving board. The Meeting also decided on the reclassification of reserves, through transfer of 2,159,995,146 euros from the "Miscellaneous Reserve" to the "Share Premium Reserve", 820,000,000 euros from the "Share Premium Reserve" to the "Legal Reserve" and 659,659,251 euros from the "Legal Reserve" to the "Miscellaneous Reserve". This last fund was also renamed the "Retained Profits Miscellaneous Reserve". The reclassification serves to enhance the clarity of the accounts by facilitating immediate identification of the nature of the reserves as retained earnings or capital. Following this reclassification, the Meeting passed a resolution for the distribution of up to a maximum of 1 billion euros of reserves, in order to award shareholders a dividend calculated on the basis of 0.1357 euros per ordinary and savings share held (in other words excluding the company's own stock held in its portfolio) on the dividend payment date. Today's distribution of reserves permits the company to maintain its previously announced dividend policy, which foresees the aggregate assignment to shareholders of a sum which essentially corresponds to the dividend distributed in 2001. In order to achieve this, the distribution will take place in two stages: the payment approved today, and the distribution upon which the Shareholders' Meeting will be called to deliberate next year, when it adopts the 2002 financial statements. The Shareholders' Meeting concluded by passing a resolution for payment of the dividend commencing on 19 December 2002, with the ex-dividend date set for 16 December 2002. Distribution of the dividend will entitle shareholders to a full tax credit of 56.25%, applicable without restriction. Extraordinary Session In the extraordinary session, the Shareholders' Meeting adopted the plan for the merger of wholly-owned subsidiary Telecom Italia Lab SpA into Telecom Italia SpA, and passed resolutions for the bookkeeping and fiscal effects of this operation to commence from 1 January 2003. The Meeting empowered the Chairman, Deputy Chairman and each of the CEOs with all the authority necessary to fully implement the above resolutions. This merger falls under the framework of the plan to restructure Telecom Italia Lab operations, which, undertaken as part of Telecom Italia, will generate considerable operational efficiencies and benefits. In organizational terms, the merger signals a further step in the process of simplifying the company's corporate structure, as announced in the 2002 - 2004 business plan. **** The Board Meeting held immediately after the Shareholders' Meeting approved the following calendar of principal company events and the timetable for dissemination of earnings and finance data during 2003: 13 February - Board meeting to examine the 2002 preliminary draft accounts, the 2003 budget and the multi-year plan; 25 March - Board meeting to examine the draft accounts of Telecom Italia SpA and the full-year 2002 consolidated accounts; 6 May - Board meeting to examine the first-quarter 2003 accounts and, that same afternoon, Shareholders' Meeting for adoption of the accounts; 28 July - Board meeting to examine the preliminary first half data; 4 September - Board meeting to examine the first half report; 4 November - Board meeting to examine third quarter 2003 figures. Conference calls presenting the accounts data to the Financial Community shall as a rule be held on the day following Board Meeting adoption of the accounts. Notification shall be given in good time should any changes be made to the above dates. ===================== N E T H E R L A N D S ===================== IFCO SYSTEMS: Announces Record Date for Allocation of Warrants -------------------------------------------------------------- IFCO Systems N.V. announced that at the end of trading today on the Frankfurt Stock Exchange the company will take a record of the holders of its ordinary shares to receive a single tranche of freely transferable and assignable warrants. These Warrants are being allotted to existing shareholders who are Record Holders as of the Record Date as part of the overall restructuring of the Company's EUR200 million 10.625% Senior Subordinated Notes due 2010 pursuant to the restructuring agreement dated Sept. 18, 2002. The Warrants are conditioned upon the issuance of new ordinary shares of the Company to the noteholders pursuant to the Restructuring Agreement. Each Record Holder shall be allotted one Warrant for each whole ordinary share held by the Record Holder as of the Record Date. No Warrants will be allotted for fractional ordinary shares. The Warrants shall be exercisable for ordinary shares of the Company in accordance with the terms and conditions contemplated in the Restructuring Agreement as previously announced. The company will continue to progress towards the completion of the restructuring, which is subject to the conditions set forth in the Restructuring Agreement, including the completion of an amendment to the Company's senior credit facility. These materials are not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933 or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the Company and management, as well as financial statements. 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., GERMANY Karl Pohler Phone: +49 89 7449 1112 or Michael Nimtsch, +49 89 7449 1121 or Investor Relations: Gabriela Sexton Phone: +49 89 7449 1223 E-mail: Gabriela.Sexton@ifco.de or Financial Advisors to the Company: Gleacher & Company Robert A. Engel Phone: +44 207 484 1121 or 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 or Milos Brajovic Phone: +44 207 747 2722 ========= S P A I N ========= JAZZTEL PLC: Moody's Withdraws Rating Following Restructuring ------------------------------------------------------------- Moody's withdraws all ratings of Jazztel plc after the finalization of a restructuring which cancelled the company's outstanding rated bond debt. The action affected approximately US$674.6 million of debt securities. The completion of the transaction resulted to the cancellation of the company's EUR668 million of high-yield bonds, in exchange for over 457 million new shares and EUR75million of convertible bonds. The Spanish stock market regulator approved the scheme on November 28, giving Jazztel's former bondholders 88% of the company. Jazztel, which accumulated debt expanding its network, is expected to have EUR96.1 million of available cash at the end of the third quarter following the restructuring. =========================== U N I T E D K I N G D O M =========================== AMEY PLC: Redcar & Cleveland Drops Bid for GBP230 Contract ---------------------------------------------------------- Northeast England council Redcar & Cleveland dropped Amey Plc as preferred bidder for a GBP230 million (US$362.3 million) 10-year local authority contract. After reviewing the bids, Redcar & Cleveland picked outsourcing firm Liberata to provide financial, accounting and other services to the council. A spokesman for Redcar & Cleveland denied that the British engineering group's financial position had something to do with the decision: "It was because some of the points in their contract were not deliverable," the spokesman said. Amey posted a surprise loss for the full year after accounting changes. It is currently in talks with lenders while its partners in the partial privatization of London's Underground rail network, the Tube, finance its share of the funding in the project. Amey's financial woes had led to the resignation of two finance directors and to the scrapping of its interim dividend. The group cut GBP85 million from its book value while warning that contract and reorganization costs would reduce EBITA by around GBP50 million this year. BAE SYSTEMS: Fitch Places Ratings on Watch Negative --------------------------------------------------- Fitch Ratings placed the 'A-' Senior Unsecured rating and 'F1' Short-term rating of BAE Systems Plc on Rating Watch Negative. The action follows the company's recent announcement of cost overruns and delays on the GBP2.8 billion Nimrod and GBP2.0 billion Astute contracts with the British Ministry of Defense. The parties are currently negotiating possible changes in the transactions. According to the rating agency, it is concerned about the impact of the cost overruns and delays on BAE's cash flow generation capacity, particularly in the short term. Fitch further worries that recurring failure to meet deadlines for these projects will negatively affect the company's long-term ability to win major contracts. The rating agency expects to resolve the Rating Watch after the defense and equipment company announce its preliminary results in February 2003, which will also report on the amount of operational and financial impact of the cost overruns and delays of the project. BAE SYSTEMS: Moody's Places Debt Ratings Under Review ----------------------------------------------------- Moody's Investors Service placed the debt ratings of BAE Systems under review for possible downgrade. Ratings under review are: BAE SYSTEMS plc -- the A2 senior debt rating; the A2 issuer rating; and the Prime-1 short-term debt rating. BAE SYSTEMS Finance, Inc. -- the A2 rating on its guaranteed senior debt; and the A2 rating on its guaranteed MTN program. BAE SYSTEMS Holdings, Inc. -- the A2 rating on its guaranteed senior debt; and the Prime-1 short-term debt rating, guaranteed by BAE Systems plc. The action, which is expected to likely affect approximately US$5 billion of rated debt, follows the company's announcement regarding cost overruns and delays relating to its Astute attack submarine and Nimrod MRA4 aircraft programs. Moody's expresses concern that the issue will further aggravate the group's "already-weakened operating and cash flow performance." The rating agency indicated to focus its review on the implications of the problems in the contracts on BAE's operating and cash flow performance over the next several years. It also signed to assess, among others, the impact of any changes in the procurement policies of the U.K. Ministry of Defense on the company's revenue, profit and cash flow potential related to its domestic defense business. BAE SYSTEMS plc, headquartered in Farnborough, England, is a major aerospace/defense company. BUSINESS A.M.: In Danger of Being Closed, Say Reports ----------------------------------------------------- Financial and business daily newspaper, Business a.m., may be closed after failing to obtain support from Swedish owner Bonnier Media, reports say. The Swedish publication Resume said last week that Bonnier, which indicated in October it was not prepared to continue funding the paper on its own, intends to close the publication. Hasse Olsson, the managing director of Business a.m.'s Swedish sister paper, Dagens Industri, confirmed the information but refused to provide further details. Bonnier, which had already injected about GBP20 million in the business, was looking for a partner to cover the estimated GBP5 million to GBP10 million of funding needed to revive the company. But the media group failed partly because the search coincided with the emergence of SMG's Glasgow-based Herald newspapers. According to The Scotsman, the company is likely to announce its plan for the daily to the staff in an emergency meeting Monday. It is believed that Business a.m. will tell employees that the paper will be closed at the end of the year unless an alternative source of funding can be secured in the next week. According to the report, the paper's only hope for survival is a management buy-out, although analysts doubt the possibility of finding a buyer for the distressed firm. The company needs to more than double its 11,000 circulations daily in order to achieve break-even, and potential investors aiming for a buy-out need to be ready to add 5,000 sales each year to revive the business. CABLE & WIRELESS: May Divest Unit to Raise Cash ----------------------------------------------- Telecommunications provider Cable & Wireless may plan to sell a unit that serve small and medium-sized businesses to boost cash reserves and focus on serving larger companies. Investment bankers told the Independent that the company may divest a U.K. unit that provides telephone and Internet services for GBP100 million (US$159 million). Cable spokesman Peter Eustace refused to comment on the matter. Speculation about the sale came after the discovery of a possible GBP1.5-billion tax liability related to the sale of Cable & Wireless's stake in One2One to Deutsche Telekom in 1999. The phone and Internet provider has GBP1.2 billion of bonds due next year and faces GBP1 billion of one-time costs. It also has to repay a US$1.5 billion bond on June 9, 2003. It also needs to spend GBP200 million in cash before April to exit the voice business, and as much as GBP800 million in cash to reorganize C&W Global. The company has lost more than 95% of its market value after it failed in its venture into data-services due to falling demands. INVENSYS PLC: Moody's Downgraded Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services downgraded its long-term corporate credit ratings on Invensys plc from 'BBB' to 'BBB-' due to continued weakness in the group's operating environment. The ratings were removed from CreditWatch and assigned a stable outlook. Credit analyst Leigh Bailey added that the action reflects "concern that underlying trading in the group's core markets may be depressed for longer than previously expected." S&P said that the outlook for 2003 remains cautious. Mr. Bailey meanwhile said that the stable outlook reflects, "that trading is currently at a very low base and current ratio levels are unlikely to decline further." The analyst predicted that weakness in operating environment and continuing depression in the trading may constrain the engineering company's medium-term profitability. This in turn will slow recovery of Invensys' financial profile and credit ratios. According to the rating agency, Invensys' profitability will be dependent on the success of Invensys' restructuring and performance initiative programs. While acknowledging the group's good brand portfolio, the rating agency proceeded to say that the company lags its peers in terms of margin performance. S&P also noted that Invensys faces strong competition from other major global players. MARCONI PLC: Issues Result for Six Months Ended September --------------------------------------------------------- - Solid progress on cost reduction and cash generation initiatives despite continuing tough market conditions - Core sales GBP992 million; Q2 vs Q1 decline contained at 6% - Core operating cost run-rate reduced to GBP635 million by end September 2002 - Significant reduction of operating cash outflows in second quarter; progressing towards operating cash breakeven - Further aggressive management of cost base - Breakeven Core sales to be reduced to below GBP1.9 billion per annum - Plans to achieve Core gross margin run-rate of 24 to 27 percent of sales and Core operating cost run-rate of GBP450 million during next financial year ending 31 March 2004 - Financial Restructuring progressed to next phase - Agreement with Syndicate Banks and informal bondholder committee regarding revised proposals will allow Restructuring to be formally documented and launched - On track to deliver GBP260 million cash distribution to creditors as part of proposed financial restructuring (including GBP95 million interest accrued at 15 October 2002 and already paid) - Completion now expected by 15 March 2003 Marconi (MONI) announced financial results for the six months ended 30 September 2002. Commenting on the results, Mike Parton, Chief Executive, said 'The results for the first six months of the year demonstrate clearly that the aggressive cost reduction actions undertaken, together with our focus on cash generation and debt reduction, are beginning to flow through. This has been achieved despite further deterioration in the telecoms equipment and services market world-wide. Furthermore, our continued commitment to customer service has been rewarded by our customers' ongoing support. The improvements in our operational performance, together with the commitment of our creditors to our financial restructuring and the appointment of our new Board announced today, illustrate the progress that has been made in building solid foundations for the business. This news release should be read in conjunction with Marconi's Operational and Financial Review for the six months ended 30 September 2002. About Marconi plc Marconi plc is a global telecommunications equipment and solutions company headquartered in London. The company's core business is the provision of innovative and reliable optical networks, broadband routing and switching and broadband access technologies and services. The company's aim is to help fixed and mobile telecommunications operators worldwide reduce costs and increase revenues. The company's customer base includes many of the world's largest telecommunications operators. The company is listed on the London Stock Exchange under the symbol MONI. Additional information about Marconi can be found at www.marconi.com To see Marconi's Financial Results: http://bankrupt.com/misc/Marconifinancial.htm CONTACT: Joe Kelly/David Beck Public Relations Marconi PLC Phone: +44 (0) 207 306 1771 E-mail: joe.kelly@marconi.com Heather Green Investor Relations Marconi PLC Phone: +44 (0) 207 306 1735 E-mail: heather.green@marconi.com ROYAL & SUNALLIANCE: Update on Scope of Asia Pacific IPO -------------------------------------------------------- On 7 November 2002 Royal & SunAlliance announced plans for an Initial Public Offering (IPO) involving the majority of its Asia Pacific operations during the first half of 2003. Since that announcement, the work on the IPO has continued. As part of the process, we can now confirm that Australian and New Zealand operations will be involved within the scope of the IPO and that the other operations in Asia Pacific will not. Note: Last week, Moody's Investors Service changed its outlook on the A2 insurance financial strength rating of Royal & Sun Alliance Lenders Mortgage Insurance Limited from review for possible downgrade to uncertain. The action is due to the impeding Initial Public Offering of the Royal & Sun Alliance group's Asia-Pacific operation, which will include RSA LMI. Moody's said the review will be mainly influenced by the new entity's future business strategy and financial profile. The success of the offering is understood to greatly help boost the finances of the London-based parent, Royal & Sun Alliance Group, which is currently experiencing significant financial and operational difficulties in several of its businesses. The IPO is expected complete by the second quarter of 2003. Moody's predicts that the most likely near-term scenario is for the RSA Asia-Pacific group to be successfully spun off via the planned IPO. The rating agency, however, does not rule out an outright sale of the firm to another insurance group. The success of the IPO as planned is predicted to potentially improve RSA Insurance Australia Limited's access to capital and strengthen its ability to support RSA LMI. It will also positively influence rating. Royal & Sun Alliance Insurance Group Plc owns RSA LMI through its subsidiary, Royal & Sun Alliance Australia Holdings Limited. TELEWEST COMMUNICATIONS: Royal Bank Delays Approval of Lifeline --------------------------------------------------------------- The Royal Bank of Scotland refused to sign Telewest Communications' GBP2.25 billion credit line, demanding instead that the Surrey-based cable operator first settle its GBP12- million (US$19 billion) obligation related to foreign exchange dealings. According to the Telegraph, bondholders who are set to take control of Telewest from John Malone upon agreement of the loan were angered by the delay. Telewest spokeswoman Jane Hardman declined to comment on the report. According to an earlier report of the TCR-EU, the U.K.'s second biggest cable television operator agreed with banks on the terms of a GBP2-billion (US$3.1 billion) loan that would enable it to pay debt and fund operations. The credit includes a GBP1.7-billion term loan, a GBP165-million loan from non-bank lenders and a GBP-135 million credit line to fund operations The loan will replace an existing GBP2.25 billion credit signed in March last year, and will have a different maturity and interest rate. The original credit was subject to an interest, which is about 2% higher than the London interbank rate. The rest of the 30 banks involved in the negotiations are expected to have approved the agreement by mid-December, sources say. The agreement will allow Telewest to complete a swap with bondholders for GBP3 billion of debt. Under the deal, bondholders will give 97% of the equity in return for all its outstanding bonds. Telewest currently has GBP5.4 billion of debt as a result of expansion and acquisition. The company expects to have the plan approved by the U.K. court in February, a source says. VERSATEL TELECOM: Moody's Withdraws All Ratings ----------------------------------------------- Moody's has withdrawn all ratings of Versatel Telecom International following the finalization of the company's recapitalization plan, which cancelled all of the holding company's outstanding bond debt. The action affected approximately US$1.5 billion of debt securities. In October, Versatel paid approximately EUR343 million in cash and issued approximately 365.4 million new ordinary shares to the bondholders to complete its financial restructuring. Versatel Telecom International, N.V. provides broadband Internet and telecommunications services including voice and data services, dedicated Internet access services, customized telecommunication solutions and Internet-enabled applications in The Netherlands, Belgium and northwest Germany. The Debtor filed for chapter 11 protection on June 19, 2002. Douglas P. Bartner, Esq. at Shearman & Sterling represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed US$2,017,758,399 in total assets and US$1,605,897,821 in total debts. CONTACTS: Versatel Telecom International N.V. AJ Sauer Manager, Investor Relations and Corporate Development Tel: +31-20-750-1231 E-mail: aj.sauer@versatel.nl Anoeska van Leeuwen Director Corporate Communications Tel: +31-20-750-1322 E-mail: anoeska.vanleeuwen@versatel.nl ************* 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, Ma. Cristina Canson, and Laedevee Gonzales, 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. 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