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/raid1/www/Hosts/bankrupt/TCREUR_Public/020718.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 Thursday, July 18, 2002, Vol. 3, No. 141 Headlines * D E N M A R K * I-DATA INTERNATIONAL: Suspends Payments, Works on Restructuring * F R A N C E * ALCATEL OPTRONICS: Launches New DWDM Optical Amplifiers ALCATEL: Agrees on CDMA Infrastructure Patent Deal With QUALCOMM * G E R M A N Y * ADVANCED MEDIEN: Files Suit for EUR4 MM vs. Management Board BABCOCK BORSIG: Public Prosecutors Investigates Ex-CEO Lederer BABCOCK BORSIG: Babcock's Austrian Energy Files for Insolvency DEUTSCHE TELEKOM: Sommer Resigns as CEO, Appoints Interim CEO DEUTSCHE TELEKOM: Board Member Walter Counters Press Speculations INTERSHOP COMMUNICATIONS: Optimizes MAN Group's Online Systems KIRCHMEDIA: Six Groups Bid for Ailing Media Production TV Group * N E T H E R L A N D S * KPNQWEST NV: KPN's EUR20 MM Bid for Parts of KPNQwest Fails KPN NV: Will Study NMA Findings on Alleged Dealer Payments * S W E D E N * LM ERICSSON: Will Work on Development of MMS With Wind * U N I T E D K I N G D O M * ANDREW WEIR: Schedule of Submission of Creditors' Claims BNFL PLC: Announces 2002 Full Year Results BNFL: Will Cease Donations to U.S. Political Parties BOOKHAM TECHNOLOGY: Notification Of Major Interest in Shares CORUS GROUP: Agreement in Principle to Proposed Merger ENERGIS PLC: Secures Future of Its U.K. Operations RAILTRACK PLC: Notice of Meeting on GBP400 MM Exchangeable Bonds RAILTRACK PLC: Notice of Meeting on EUR11.5 MM Index Linked Notes RAILTRACK PLC: Notice of Meeting for GBP 100.7 Bonds Due 2016 RAILTRACK PLC: Notice on Meeting of GBP 300MM Bonds Due 2022 SSL INTERNATIONAL: Chairman Announces Review on Current Trading UK COAL: Announces Closure of Selby Mines and Trading Update WORLDCOM, INC.: Fitch Downgrades WorldCom's Rating To 'C' ============= D E N M A R K ============= I-DATA INTERNATIONAL: Suspends Payments, Works on Restructuring -------------------------------------------------------------- The Board of Directors of i-data international a-s has decided Tuesday to submit a notification of suspension of payments, with the purpose of implementing a restructuring plan to improve the entire company. Since the Canadian subsidiary Eicon Networks has filed Notice of Intention to reorganize operations, i-data international a-s has tried to obtain a permanent solution of its financial situation, which could maintain the values of the group and simultaneously make it possible to finalize the annual accounts. A number of proposals have been discussed with the primary creditors of the company, however none of them have been possible to implement. Consequently, i-data international a-s has today submitted a notification of suspension of payments to the Maritime and Commercial Court of Copenhagen and suggested lawyer Jorgen B. Elmer as administrator. The notification of suspension of payments will be used to seek implementing a restructuring plan for the group with the following principal contents: - The Danish MPI activities including all employees will be transferred into a new subsidiary and thereafter be integrated with the other MPI activities with a new overall management - i-data international a-s will then be a pure holding company with no employees and no activities other than share holdings, of which the most important are the MPI companies and Eicon Networks. - i-data international a-s will seek external financing of the total MPI activities. - i-data international a-s will seek an accord/moratorium of Eicon Networks, Canada in the course of the autumn 2002 in accordance with the existing plans. - i-data international a-s will seek a moratorium of 18 months with the banks with the view of recognizing the values of MPI and Eicon Networks. - i-data international a-s will seek an accord with the other external creditors, in total representing an amount of approx. 35 mio. DKK. Through realization of this plan the Board of Directors assesses that there is a greater possibility that all the interested parties in the company will be in a better position. A solution requires that the agreements with the creditors can be established and the company succeeds in providing new external financing; otherwise the company must face business insolvency. Based on this plan, the annual accounts will be finalized with the view of the Annual General Meeting to take place in the beginning of August 2002. Contact Information: N.E. Nielsen Chairman of the Board I-data International A-S Telephone: 4540314236 =========== F R A N C E =========== ALCATEL OPTRONICS: Launches New DWDM Optical Amplifiers ------------------------------------------------------- Alcatel Optronics -- www.alcatel.com/telecom/optronics --, a world leader in opto-electronic components for telecommunications systems, introduced Tuesday a new, addressable DWDM optical amplifier family. Thanks to a standardized electronics interface, the Alcatel 1901 OAE and Alcatel 1904 OAE Erbium doped fiber amplifiers can be easily interconnected with other devices, allowing remote configuration and monitoring. These new DWDM amplifiers will speed up new optical systems' time to market, simplify existing system upgrades, increase flexibility and reduce operating and maintenance costs. To improve the management of optical telecommunication systems, it is necessary for devices to communicate. Alcatel Optronics has fully integrated the industry standard I2C interface bus into its optical amplifiers. Each device has a unique address allowing amplifiers to be remotely controlled. Key parameters such as power, gain, and pump current can be monitored and adjusted without on-site intervention. Managing inventory, responding to warning alarms and equipment testing can be achieved remotely, making network management much more efficient. "This new DWDM optical amplifier family brings more flexibility for system implementation to our customers and, as a primary advantage for operators, reduces system operating costs. By offering remote dynamic management, it simplifies system design and operation," explained Philippe Bregi, Chief Operating Officer of Alcatel Optronics. "The use of a standard interface and protocol guarantees that system upgrades can be completed in an efficient, timely and cost effective way. By launching these new products which enhances our sub-systems offering with electronics, we are moving ahead in our strategy of more integration and ease-of-use for our customers." In addition to excellent optical properties (noise figure, gain flatness, polarization mode dispersion) and very low power consumption, the Alcatel 1901 OAE and Alcatel 1904 OAE Erbium doped fiber amplifiers offer a choice between automatic power control (APC), automatic gain control (AGC) modes, or variable gain function. The control and adjustment of these amplifiers are achieved without disruption in traffic. They offer the best performance available in the market today, particularly for the suppression of the effects of transient interference, which results from adding and dropping wavelengths in the network. ALCATEL: Agrees on CDMA Infrastructure Patent Deal With QUALCOMM ---------------------------------------------------------------- QUALCOMM Incorporated -- www.qualcomm.com --, pioneer and world leader of Code Division Multiple Access (CDMA) digital wireless technology, and Alcatel - www.alcatel.com -- , a leading global supplier of telecommunications infrastructure, announced July 16 that they have signed a CDMA equipment patent license agreement. Under the terms of the royalty-bearing agreement, QUALCOMM has granted Alcatel a worldwide license under QUALCOMM's CDMA patent portfolio to develop, manufacture and sell third-generation (3G) WCDMA (UMTS) and TD-SCDMA infrastructure equipment. As part of the agreement, Alcatel has granted QUALCOMM a royalty- free, worldwide license under Alcatel's patent portfolio to develop, manufacture and sell semiconductor components for incorporation into wireless CDMA and multimode CDMA equipment. "QUALCOMM is pleased to license Alcatel, a premier worldwide equipment manufacturer to develop, manufacture and sell WCDMA and TD-SCDMA wireless infrastructure products using QUALCOMM's patents," said Steve Altman, president of QUALCOMM Technology Licensing. "This agreement further validates the strength of QUALCOMM's patent portfolio and applicability to WCDMA, also known as UMTS, and TD-SCDMA." "This license strengthens Alcatel's leadership position as an enabler of mobile data and 3G CDMA wireless services," said Marc Rouanne, president of Alcatel's Mobile Networks activities. "We are now, more than ever, well positioned to provide mobile operators with field-proven 3G solutions with everything in place, from UTRAN, Core network, ATM switches to Open service Platform and Software solutions." Alcatel's UMTS radio infrastructure (UTRAN) offering is developed and produced by Evolium SAS, the joint venture between Alcatel and Fujitsu. This joint venture leverages Alcatel's expertise in GSM, GPRS and EDGE as well as in ATM and IP technologies, and combines it with the advanced experience of Fujitsu as supplier of NTT DoCoMo, which has a commercial UMTS network in service since October 2001. ============= G E R M A N Y ============= ADVANCED MEDIEN: Files Suit for EUR4 MM vs. Management Board ------------------------------------------------------------ The management board of Advanced Medien AG announced Monday that it has filed a suit for damages against the former members of the company's management board, Christophe Montague, Hanns-Arndt Jovy and Veronika Morawetz, in the Regional Court Munich. The suit claims that the defendants entered into and approved film purchasing agreements for which the company did not receive adequate compensation. Furthermore, several agreements for the sale of license rights were concluded in fiscal years 1999 and 2000 for the purpose of generating sales revenues, which, according to the current management board and to the legal opinion of an external auditor, are null and void. These contracts were primarily concluded between the former chief executive officer Christophe Montague and the former management board member Hanns-Arndt Jovy on the one hand and companies that are affiliated with the Jovy family on the other hand. The Jovy family was among the founding shareholders of Advanced Medien AG. Some of the contracts in question were signed by Dr. Herbert Jovy, the father of the former management board member Hanns-Arndt Jovy. Dr. Jovy was chairman of the supervisory board at the time and acted as a representative without power of representation. Only subsequently were these contracts approved by the three-person management board. Advanced Medien AG incurred substantial damages due to these disadvantageous and void contracts concluded with companies of the founder family Jovy, which contributed significantly to the high losses in fiscal years 1999 and 2000. The directors and officers of Advanced Medien AG were insured by a D&O insurance policy during the fiscal years in question. The insurance company has already been notified of the damage. Contact Information: Susanne Rehm Advanced Medien AG Telephone: +49-89-613805-0 Email: info@advanced-medien.de BABCOCK BORSIG: Public Prosecutors Investigates Ex-CEO Lederer -------------------------------------------------------------- Public prosecutors have launched a probe into insolvent company Babcock Borsig AG's former chief executive officer Klaus Lederer for the alleged failure to act in line with the company's interests and for intentionally delaying the company's insolvency filing, a report from the Handelsblatt said. Citing prosecutor Rolf Haferkamp, the paper said the probe is based on a legal suit filed by the DSW shareholder-advocacy group and that other former board members of Babcock could also be investigated. The paper said the DSW shareholder group has accused Mr. Lederer and the former management of the insolvent engineering company for deliberately dicing with insolvency when they sold Babcock's majority stake in HDW shipyard. Moreover, Lederer has also been accused of failing disclose information to Babcock shareholders that the company was facing the danger of insolvency, the German paper reported. A DSW representative surmised that such action may reflect an advertent effort to delay the filing of insolvency until the end of the three-month period during which the HDW sale could be challenge, Handelsblatt said. BABCOCK BORSIG: Babcock's Austrian Energy Files for Insolvency -------------------------------------------------------------- Babcock Borsig AG's Austrian subsidiary Austrian Energy (AE) has filed for insolvency, a report from Frankfurter Allgemeine Zeitung and the Financial Times said. It is believed that 319 AE employees will be affected by the latest development. AE reveals a EUR165 million worth of liabilities, the report said. Meanwhile, Duisburg public prosecutors have initiated a probe into Babcock's former chief Klaus Lederer and its former management board. Mr. Lederer is charged of embezzlement by the shareholder association DSW last week. DEUTSCHE TELEKOM: Sommer Resigns as CEO, Appoints Interim CEO ------------------------------------------------------------- Dr. Ron Sommer announced Tuesday his resignation as member and chairman of the Board of Management of Deutsche Telekom with immediate effect. The Supervisory Board of Deutsche Telekom has agreed on the advice of the representatives of the Shareholders as well as the representatives of the employees to appoint the former chairman of the Supervisory Board of the company, Prof. Dr. Helmut Sihler, for the duration until the appointment of a new CEO, for a period of no longer than six months, to the Board of Management and as its chairman. He is to coordinate the functions of the board and to take the necessary consolidating steps. At the same time the Supervisory Board has appointed Gerd Tenzer as the Deputy Chairman of the Board of Management. DEUTSCHE TELEKOM: Board Member Walter Counters Press Speculations ----------------------------------------------------------------- Deutsche Telekom Supervisory Board member Bernhard Walter has once again vigorously countered rumors Tuesday concerning comments attributed to him in the press. Statements alleging problems in the company, a lack of communication with the Supervisory Board and the need for a change in personnel did not originate from him, emphasized Walter on Monday following renewed speculation in the press. In a meeting with Dr. Ron Sommer, Chairman of the Deutsche Telekom Board of Management, Walter made his position clear: "I hope to have thereby clarified the fact that my name is being used without any involvement on my part, and above all inaccurately, in the current public debate." Sommer thanked Walter for setting the record straight, particularly in view of the company's situation and the meeting of the Supervisory Board scheduled for Tuesday. "At this point in time it is particularly important for Deutsche Telekom not to become an object of speculation as a result of deliberate false rumours," underlined Sommer. Walter denied the following specific claims: - That he had stated the company was currently in a very difficult situation - That he believed Deutsche Telekom AG had over-valued its real estate on the balance sheet and that the valuation needed to be adjusted by EUR 4-5 billion - That he had called for the dismissal of the Chairman of the Board of Management - That he doubted Deutsche Telekom AG's four-pillar concept, comprising fixed network, mobile communications, Internet and IT activities, was still viable. Dresdner Bank has already clearly refuted statements and positions, which had been attributed to it the week before. INTERSHOP COMMUNICATIONS: Optimizes MAN Group's Online Systems -------------------------------------------------------------- Intershop Communications -- www.intershop.com -- announced July 16 that the MAN Group, one of the leading European manufacturers of commercial vehicles, machinery and industrial installations, is integrating its ordering and purchasing transactions within a single online platform powered by Intershop's Enfinity technology. The online centralization of its entire procurement processes will enable the MAN Group and its suppliers to streamline their administrative procedures, using this new MAN2B gateway. The enhanced procurement functionality will also enable increased transparency of content, volume and price of purchases. "Using the Intershop Procurement Solution will lead to significant reductions in the time and costs involved in purchasing and, in addition, lead to higher data quality," emphasized Robert Bertram, the MAN Group's head of Information Technology. For the development of the procurement gateway, the MAN Group installed the Intershop Enfinity Procurement Solution, enabling the MAN Group to bundle catalogs and material groupings from different sectors. The MAN2B initiative focuses on the development of a powerful and functional catalog system, transaction system and a platform to build future Web Services. The Intershop Enfinity Procurement Solution enables enterprises to significantly reduce procurement costs by streamlining and automating purchasing processes for goods and services. With this comprehensive solution, enterprises can integrate multiple suppliers, implement strategic sourcing, and leverage greater buying power. In addition, Intershop provides a flexible, extensible solution, which assures a simple integration of the existing system within the MAN Group as well as the functional and scalable administration of the catalog. Intershop Communications is a leading provider of e-commerce solutions for enterprises who want to automate marketing, procurement, and sales using Internet technology. KIRCHMEDIA: Six Groups Bid for Ailing Media Production TV Group --------------------------------------------------------------- Six different groups have bid for the insolvent KirchMedia, including a consortium that includes Lehman Brothers, NewsCorp and Mediaset SpA, a report from AFX News said. The other five bids came from the group of German publishers Bauer Verlag and Axel Springer Verlag, Commerzbank AG and Columbia Tristar, Viacom Inc, France's TF1, and the US film producer Haim Saban, the news outfit said. Meanwhile, Endemol Entertainment, Telefonica SA's Dutch television arm and US television station NBC is reported to form a bidding consortium, the AFX said. It is said that UBS Warburg, the investment bank in charge of the auction is contented with the turnout of the bidding. Creditor banks of KirchMedia are look forward to proceeds totaling EUR3.7 billion from the sale, the news outfit said. ===================== N E T H E R L A N D S ===================== KPNQWEST NV: KPN's EUR20 MM Bid for Parts of KPNQwest Fails ----------------------------------------------------------- KPNQwest's trustees have refused a bid by its parent Dutch company KPN for the purchase of parts of the Dutch telecom firm's network, said a source familiar with the negotiations, a report from The Deal said. Telia, another Nordic telecom group has signified its interest in KPNQwest's parts and has said it will bid against KPN. Telia have already told KPNQwest's trustees and creditors about its plan, the Deal said. The Nordic telecom company has already purchased some part of KPNQwest's network in France, Germany and Italy. Earlier, KPN announced its bid of around EUR20 million for the remnants of the network as well as the assets already bought by Telia, the Deal said. The Deal also reported that Interoute, a British telecom carrier had paid about EUR15 million for the main assets of the KPNQwest's Ebone network. KPNQwest's Ebone network shut down earlier this July. KPN NV: Will Study NMA Findings on Alleged Dealer Payments ---------------------------------------------------------- KPN Mobile takes the provisional findings by the Netherlands Competition Authority (NMa) very seriously and will study them as a matter of urgency before responding more fully, the company stated on Tuesday. KPN Mobile is well aware of the competition rules in force. The investigation launched by the NMa has in any case prompted us once more to explicitly highlight the existing rules and procedures internally. =========== S W E D E N =========== LM ERICSSON: Will Work on Development of MMS With Wind ------------------------------------------------------ Strategic partnership for the creation of infrastructure and services. Ericsson and Wind -- www.wind.it -- have signed a strategic agreement that brings the two groups together to carry out research and development for multimedia services. The agreement was signed in Rome on July 16 by Kurt Hellstrom, CEO of Ericsson, and Tommaso Pompei, Wind Group CEO. The two groups will collaborate on the development of highly innovative mobile telephony services, on convergent fixed-mobile- Internet solutions, and on the development of UMTS applications. The partnership establishes a series of joint initiatives: - The analysis of market potential, of changes in technology and standards - Research & Development - Resource sharing for common initiatives - "Service Design" for the creation of innovative services - Marketing activities for jointly developed projects. Ericsson will provide Wind with support in the development of new services, granting it the role of `Guide Customer.' This gives Wind the opportunity to benefit from advance use of the products and services resulting from the agreement, with particular emphasis on the creation of advanced solutions for fixed-mobile- Internet multimedia services. The development of support architecture for multimedia services based on the evolution of existing network platforms has already begun and is one of the partnership's priorities. "This agreement is further proof that Ericsson is considered a privileged partner by innovative, leading operators capable of achieving market success," announced Kurt Hellstrom, CEO of Ericsson. "We have worked with Wind since its foundation, as the principal supplier of its fixed and 2G and 3G mobile networks, and as the company's main technology partner for the implementation of Italy's first convergent fixed-mobile network. I am extremely pleased to see the partnership go on from here to include the development and deployment of next-generation multimedia services and applications." Wind CEO Tommaso Pompei declared, "Thanks to the level of excellence provided by a partner such as Ericsson, this agreement will enable us to optimize the process of developing and launching multimedia and convergent fixed-mobile-internet services, thus giving our customers a real advantage." Ericsson is shaping the future of Mobile and Broadband Internet communications through its continuous technology leadership. Providing innovative solutions in more than 140 countries, Ericsson is helping to create the most powerful communication companies in the world. Contact Information: Doris Sdogati Ericsson (Italy) Telephone: +39 0335 763 9559 Email: doris.sdogati@tei.ericsson.se =========================== U N I T E D K I N G D O M =========================== ANDREW WEIR: Schedule of Submission of Creditors' Claims -------------------------------------------------------- At a meeting of Scheme Creditors held at Chartered Insurance Institute, 20 Aldermanbury, London EC2V 7HY on March 25, 2002, the Special Resolution designed to bring about the early closure of the Scheme was approved by the requisite majority of Scheme Creditors. A copy of this notice verifying the outcome of the vote has been published on Andrew Weir's website, www.Andrewweirinsurance.co.uk. As detailed in the Special Resolution, all Scheme Creditors to whom the notice of the Special Meeting was given, will receive a Claim Form from the Scheme Administrator. Scheme Creditors have until the Bar Date, September 25, 2002, to submit details of their claims on their Claim Forms. Scheme Creditors who do not return their Claim Form before the Bar Date will be deemed to have accepted as their total claim against Andrew Weir the amount shown on their Claim Form as sent or made available to them, which may be nil. Scheme Creditors should return the completed Claim Form by email to Andrew.weir@omniwhittington.co.uk or by post to the Scheme Administrator at the following address: Andrew Weir Insurance Company Limited Omni Whittington Court Whitfield Street Gloucester GL1 1NA England Contact Information: Telephone: +44 (0) 1452 428000 Fax: +44 (0) 1452 301387 BNFL PLC: Announces 2002 Full Year Results ------------------------------------------ Highlights - Operating performance improvement of GBP232 million. Underlying profit of GBP22 million before tax and exceptional items compared with a loss of GBP210 million last year - Underlying performance significantly improved in all businesses. - Safety and environmental performance targets met. - Agreement to establishment of Liabilities Management Authority (LMA) will bring a greater commercial and competitive focus and will resolve the balance sheet issues. - The BNFL board revised policy on management of historic nuclear waste. - Refocused into two business groups: Nuclear Utilities Business Group and Government Services Business Group. - Approval granted for the Sellafield Mox Plant (SMP). Financial Highlights 2002 2001 Turnover GBP2,261m GBP2,146m Profit/(Loss) from operations before tax before exceptional items GBP22m (GBP210m) Exceptional items before tax (GBP2,350m)* GBP144m Profit/(Loss) before tax after exceptional items (GBP2,328m) (GBP66m) * Main exceptional items were Revision of Historic Waste Management policy (GBP1,935m) and early closure of Calder Hall and Chapelcross Magnox reactors (GBP375m). 2002 2001 Total nuclear liabilities on BNFL sites (undiscounted) GBP40.5b GBP34.8b BNFL's share of these Nuclear Liabilities (undiscounted) GBP27.2b GBP23.9b BNFL's share of Nuclear Liabilities (discounted) GBP12.8b GBP10.4b BNFL NLIP and Secretary of State's Undertaking Funds GBP 9.0b GBP8.5b Shareholders funds (GBP1,847m) GBP251m Hugh Collum, BNFL's Chairman said: "This has been a landmark year for BNFL during which significant decisions have been made against a backdrop of substantial achievements. An improved operational performance helped turn last year's GBP210 million loss before tax and exceptional items into a GBP22 million profit this year. With nuclear power firmly on the energy agenda, the future looks increasingly bright for the industry and the company. "We are now looking to government to enact the legislation necessary for the creation of the Liabilities Management Authority as soon as possible so that this momentum is not lost," he added. Norman Askew, BNFL's Chief Executive said: "We have reorganised the business into two groups. The Nuclear Utilities Business Group will service the needs of nuclear utilities around the world and the Government Services Business Group will be responsible for the management and operations contracts on a worldwide basis. "There were two major policy decisions during the last financial year, which will positively impact on BNFL in the years to come. The first was the announcement by the UK Government to establish the Liabilities Management Authority (LMA). The second was a change in company policy on the way historic wastes will be managed at the UK sites. "Therefore this is a time of major opportunity for BNFL, one which we are determined to seize. Building on the hard work and achievements of the past two years, BNFL is now taking shape, having regard to the highest safety and environmental standards. "As we announce our results it is very pleasing to see that the Congress of the United States has agreed to proceed towards the commissioning of Yucca Mountain as a long term storage facility for spent fuel. This and other initiatives being taken in the USA is paving the way for new nuclear build. "Our most important goal continues to be to run our operations to the highest safety and environment standards. This does not conflict with our need to increase competitiveness throughout our businesses," he concluded. Contact Information: Hugh Collum, Chairman Norman Askew, Chief Executive Telephone: 0207 222 9717 Business Performance Fuel Manufacture and Reactor Services Business Group: Westinghouse Turnover: GBP1,070 million Percentage of Group Turnover: 47% Employees: 8,031 PBT Before Exceptionals: GBP78 million Westinghouse achieved an excellent year of growth. It is a world- leader in reactor design with the AP600 and AP1000 being at the forefront in reactor technology. Westinghouse is sole supplier of AGR fuel in the U.K. market and the leading supplier of PWR fuel in the U.S. market. Westinghouse will form a key part of the Nuclear Utilities Business Group. Magnox Generation Business Group Turnover: GBP380 million Percentage of Group Turnover: 17% Employees: 3,475 PBT Before Exceptionals: (GBP115 million) Magnox Generation Business Group performed well in very difficult market conditions. Over 2001-2002, it generated around 5% of the electricity in England and Wales. Magnox Generation will continue to operate the six Magnox power stations and one hydro-electric and continue to defuel a further two power stations as part of the Government Services Business Group. We have announced an early closure program for two of our stations, Calder Hall and Chapelcross due to the fall in wholesale electricity prices coupled with the need for longer term investment making their continued operation uneconomic. Spent Fuel and Engineering Business Group Turnover: GBP615 million Percentage of Group Turnover: 27% Employees: 7,667 PBT Before Exceptionals: GBP32 million Spent Fuel and Engineering Business Group achieved record reprocessing output this year and has robust contracts in place for the reprocessing of Oxide fuel. It is one of two key players in the global spent fuel management and recycling services market. Through further commitments from our European customers for Mox fuel, we are well placed to become a major player in the international Mox fuel supply market. Thorp, Magnox Reprocessing and Mox commercial activities will be provided by the Nuclear Utilities Business Group, along with marine transport activities. Management and operations activities at Sellafield (including remediation and historic waste management) will be provided by the Government Services Business Group. Environmental Services Business Group (formerly Nuclear Decommissioning and Clean-up Business Group) Turnover: GBP196 million Percentage of Group Turnover: 9% Employees: 1,752 PBT Before Exceptionals: GBP27 million The Environmental Services Business Group has performed well and has invested heavily in new project management systems and recruited senior executives with extensive commercial experience. The Global decommissioning and clean-up market is large and growing, currently worth around USUSD500 billion. With our proven expertise in this field, we are in an excellent position to capitalise on this opportunity. Environmental Services will form part of the Government Services Business Group. Financial Performance Group turnover at GBP2,261 million, grew by some 5% over the previous year (2001: GBP2,146 million). The bulk of this increase being the result of increased throughputs in the Sellafield reprocessing plants. At the operating level, before revision of previous year's nuclear liabilities and exceptional items, a loss of GBP68 million was incurred. This represents a major improvement from the comparable (GBP298 million) loss incurred in 2001 and was largely attributable to significant improvements in performance across the majority of the operations. After contributions from joint ventures, associates and financing returns, the Group generated a profit before tax and exceptional items of GBP22 million, which although modest in the context of our turnover, represents a major turn-around from the substantial losses of the previous year (2001: loss GBP210 million). The pre tax loss for the year, after revision to previous year's nuclear liabilities and recognition of exceptional charges totalling GBP2,350 million, amounted to GBP2,328 million. This compares to a GBP66 million loss before tax last year. After accounting for taxation credits of GBP240 million and minority interests of GBP2 million, the Group incurred an overall post exceptional loss of GBP2,090 million for the year (2001: GBP46 million loss). The group sustained a cash outflow of GBP162 million in the year. This was GBP113 million better than the GBP275 million outflow incurred last year. Exceptional Items Exceptional charges amounted to GBP2,350 million before tax and comprise four elements: - A GBP1,935 million provision increase arising from the fundamental review and revision of lifetime costs relating to the strategy for dealing with Historic Waste Management at Sellafield. - A GBP70 million provision in relation to additional costs incurred in the US Environmental Services Business, due to the interruption to operations at the East Tennessee Technology Park as a result of the events of September 11th 2001, coupled with changes in the regulatory environment. - A GBP375 million charge relating to impairment in the carrying value of fixed assets, coupled with accelerated decommissioning charges, arising from the revision to the Magnox reactor power station closure program. This reflects the proposed earlier shut down of Calder Hall and Chapelcross power stations and follows a recently concluded in-depth review of the financial case for continued operation of all of our Magnox reactor power stations. This exercise, based on current market expectations, also affirmed the economic value of continuing to operate the rest of the operational stations to their previously declared end dates. - A GBP30 million realized gain on the Nuclear Liabilities Investment Portfolio was also classified as exceptional. The net worth of the group has fallen by GBP2,096 million during the year, to a negative GBP1,843 million (2001: GBP253 million), due primarily to the retained loss for the year which was largely the result of the significant adverse exceptional items. Company Restructuring The future restructuring of the Group's assets and liabilities and the potential changes in BNFL's contractual arrangements will have a major impact on the future financial shape of the Group. Work has only recently started on developing the assumptions and assessing the implications of these changes, but it is intended that a substantial proportion of the Group's business will be placed on an incentivised fee arrangement. Under this arrangement the profitability of the Group is likely to improve as the losses of the Magnox Generation Business Group and liabilities costs will be removed and incentives paid as targets are met. The detail of these assumptions will evolve, as the exact role and purpose of the LMA continues to be developed in conjunction with the Government. The financial structure of the BNFL Group will undergo significant change at the formation of the Liabilities Management Authority. It is anticipated that this will remove around GBP20 billion of nuclear liabilities, the Nuclear Liabilities Investment Portfolio, the Secretary of State's Undertaking and other assets from the Group Balance Sheet. This will potentially leave BNFL with relatively low levels of fixed assets and working capital that will largely be concentrated in the Fuel Manufacture and Reactor Services business. Clearly given the Group's current position the Board wish to see this proceed to the earliest possible timescales. In making a positive going concern assertion in these Accounts, the Board of Directors have placed reliance on the Secretary of State's statement, along with the subsequent actions taken by the Government in this respect, which underlines their commitment to push ahead on this front "at the earliest opportunity". The financial information included within this preliminary results statement has been prepared in accordance with applicable accounting standards and on the basis of accounting policies consistent with those set out in the Annual Report to the shareholders for the year ended the March 31, 2002. The company's profit and loss and balance sheet financial statements may be view at: http://bankrupt.com/misc/BNFL_2002.pdf BNFL: Will Cease Donations to U.S. Political Parties ---------------------------------------------------- State-owned British Nuclear Fuels announced Wednesday that it would cease giving donations to U.S. political parties, following the company's revelation that it had paid GBP193,000 to Republican and Democrat groups, a report from the Independent says. The paper reports that BNFL's chief executive Norman Askew was not aware that some of the donations were channeled through the BNFL' North American subsidiary. In reaction, BNFL's Hugh Collum expressed his regrets that such payments were made and he promised that further payments would not be made, the paper said. BNFL's decision to ban further donations came after the company announced it made a GBP2.3bn pre-tax loss in 2001 "after a huge increase in its liabilities for decommissioning its nuclear facilities," the Independent reported. The paper further said "BNFL has taken a GBP1.935 billion charge to cover an increase in its historic liabilities and a GBP375m charge to cover the early closure of its Calder Hall and Chapelcross Magnox reactors." Moreover, in spite of the losses, Mr. Askew said that the group's underlying profitability has improved. Profits from operations before exceptional items were GBP22m compared with a GBP210m loss in 2000-01, the paper reported. The paper also said Mr. Collum welcomed the government approval of a new Liabilities Management Agency (LMA), which will take "BNFL's GBP40.5 billion in liabilities onto its books, paving the way for the part-privatization of BNFL's commercial activities." Mr. Collum also approved the partial flotation of the business set until after the next election in 2006, the paper said. BOOKHAM TECHNOLOGY: Notification Of Major Interest in Shares ------------------------------------------------------------- Bookham Technology plc announces that on July 15, 2002 it received notification from AMVESCAP PLC (and subsidiary companies on behalf of discretionary clients) that it now has an interest in 18,681,602 ordinary shares in the Company representing 13.02% of the issued share capital as a non-beneficial holding. Bookham Technology plc also announces that it has received notification from AMVESCAP PLC that the above holding includes the following notifiable holdings: -INVESCO Perpetual International Core Fund now holds 7,236,795 shares or 5.04% of the issued share capital and INVESCO Perpetual UK Growth Fund now holds 5,083,281 shares or 3.54% of the issued share capital. Both holdings are registered in the name of Vidacos Nominees Limited. CORUS GROUP: Agreement in Principle to Proposed Merger ------------------------------------------------------ Agreement in principle to a proposed merger of Corus Group plc and Companhia Siderurgica Nacional 1. Introduction The Boards of Corus and CSN, the Brazilian steel producer, have reached agreement in principle on the terms of a proposed merger of the two companies. Under the terms of the proposed merger existing Corus shareholders will hold 62.4 % of the enlarged group. The transaction will be structured such that existing CSN shareholders will receive shares in a new Brazilian listed holding company which will, in turn, hold 37.6 % of the share capital of the enlarged Corus. The proposed merger is a further major step in the strategic development of Corus building on the recently announced sale of its stainless steel interests and the decision to sell its aluminium business. The combination of Corus and CSN will bring together one of Europe's market leaders in carbon steel with one of the world's lowest cost steel producers. It should therefore improve the quality of earnings, while creating value through substantial synergies. The enlarged group will: - have, as its core, a leading international carbon steel operation with manufacturing facilities in Europe, Brazil and North America; - support this through access to captive low cost iron ore from the expansion of the Casa de Pedra mine in Brazil; - have an extensive portfolio of flat and long carbon steel products with which to serve customers in a wide range of market sectors; and - have a strong portfolio of downstream and distribution businesses providing overall a broad product offering for customers, supported by a strong product research capability. The merger is expected to be earnings per share enhancing for Corus in 2003*. Tony Pedder, Chief Executive of Corus, said 'This combination with one of Brazil's leading steelmakers, CSN, is a further major step in focusing the Corus group around a strong international carbon steel operation. The improved quality of earnings and growth potential will underpin our key objective of enhancing shareholder value'. Benjamin Steinbruch, Chairman and CEO of CSN, said 'The joining of our forces is very important for CSN. This step will lead to the enlarged group becoming a truly international company and the transaction should benefit investors, customers and employees'. 2. Heads of Agreement Corus and CSN have entered into non-binding Heads of Agreement. The Heads of Agreement set out the key terms of the proposed merger and the process envisaged for preparing and executing definitive documentation and achieving completion. The Heads of Agreement includes provisions: - restricting TopCo's voting rights to 29.9 % other than in certain circumstances; - controlling the level of sales of Corus' shares by TopCo; and - granting TopCo the right to nominate up to three non- executive directors for appointment to the Corus Board, depending on the level of its shareholding. Provisions to this effect will be included in the definitive documentation relating to the proposed merger. The Heads of Agreement also contains non-binding restrictions on Corus and CSN making any material disposals, acquisitions or distributions to shareholders prior to the execution of definitive transaction documentation. These restrictions do not apply to Corus' proposed sale of its aluminium business. A more detailed summary of certain provisions of the Heads of Agreement is Included at the end of this document. 3. Structure of the Transaction The proposed merger will be implemented in two steps: - CSN shareholders will exchange their existing shares in CSN for shares in TopCo, such that CSN becomes a wholly-owned subsidiary of TopCo. - Thereafter, Corus will acquire CSN from TopCo in exchange for new Corus shares, representing 37.6 % of Corus' enlarged share capital. The first step will require the approval of CSN's shareholders while the second step will require the approval both of Corus' and of TopCo's shareholders. Corus will remain listed in London, New York and Amsterdam. TopCo will be listed in Sao Paulo (on BOVESPA) and in New York. Vicunha Siderurgia S.A. (Vicunha), the current owner of 46.5% of CSN's share capital and the future owner of the equivalent proportion of TopCo's share capital, has indicated to Corus that it intends, through TopCo, to be a long term investor in the enlarged group. Vicunha will undertake, in the definitive documentation relating to the proposed merger, to vote its shares in CSN and TopCo in favour of each step of the proposed transaction. Vicunha is a Brazilian company owned by the Steinbruch and Rabinovich families. The Chairman and CEO of CSN is Mr Benjamin Steinbruch. 4. Synergy Benefits Based upon a preliminary assessment, the proposed merger is expected to generate annual cost savings of approximately US$250million by the end of the third full year of trading following completion. The one-off cost of securing these benefits is estimated at approximately US$ 300million. A significant proportion of the savings arise from Corus sourcing a substantial proportion of its iron ore requirements from an expanded Casa de Pedra mine. It is envisaged that the annual capacity of the mine will be increased to a world scale level of around 30 million tonnes. Commercial synergies will be in addition to these cost savings. 5. Board and Management Sir Brian Moffat will continue as Chairman of the enlarged Corus and Mr Tony Pedder will continue as Chief Executive. Mr Benjamin Steinbruch, the current Chairman and CEO of CSN, will be appointed to the Board of Corus with effect from completion of the proposed merger, with the intention that he will succeed Sir Brian Moffat as Chairman at the time of his retirement on or before April 2004. As Chairman designate, Mr Benjamin Steinbruch will hold the title of Vice Chairman from completion of the proposed merger. Mr Jim Leng will remain as Deputy Chairman and senior independent director and the remaining existing directors of Corus will continue in office. In addition to Mr Benjamin Steinbruch, who will serve as one of TopCo's nominated directors, two other non-executive directors nominated by TopCo will be appointed to the Corus Board. Two members of the senior management of CSN will join Corus' Executive Committee, one of whom will also be appointed to the Corus Board. The Board of the enlarged Corus will comprise 15 members at completion of the merger. It has been agreed that this number will reduce to 12 by the end of April 2004 as a result of retirements. The Board will continue to abide by the terms of the Combined Code. 6. Dividend Policy It is envisaged that the enlarged Corus will adopt a policy of distributing 40 % of its earnings to its shareholders over the course of the steel business cycle. The significant synergy benefits expected to arise from the merger, together with its greater geographical spread, should allow Corus to adhere to this dividend policy whilst maintaining a robust balance sheet. Corus will seek to maintain an average gearing ratio (net debt to net assets) of 35 % over the course of the steel business cycle, with a maximum of 50 %, and to maintain a sound investment grade rating. Neither Corus nor CSN will pay an interim dividend in respect of the year ending December 2002. 7. Conditions to the Transaction The terms of the proposed merger are such that TopCo will receive more than 30 % of the shares in Corus. As a result, the proposed merger will require the approval of the Takeover Panel and the implementation of a City Code 'whitewash' procedure. The Boards of Corus and CSN believe that the fundamentals of the proposed merger are robust, despite recent market volatility. Corus will continue to monitor the situation as discussions progress. The current proposal is also subject to a number of conditions, including the negotiation and execution of definitive binding transaction documentation, the financing of the enlarged group and the completion of appropriate due diligence. It is expected that these conditions will be satisfied by the end of 2002, at which point Corus and CSN anticipate being in a position to put a definitive proposal to their respective shareholders. Completion of the proposed transaction will, in turn, be subject to the satisfaction of a number of further conditions including, inter alia, shareholder approval and the receipt of appropriate regulatory clearances. Completion is expected to occur during the first quarter of 2003. London Meetings There will be presentations held at the Lincoln's Inn Conference Centre, 18 Lincoln's Inn Fields, London WC2, today: at 09.30 BST for institutional investors and analysts; and, at 11.30 BST for the press/media, with a link-up to Amsterdam (Okura Hotel, Ferdinand Bolstraat 33). Copies of the presentation (narrative and slides) will be available on the Corus website ( www.corusgroup.com) at 09.30 BST. HSBC and Credit Suisse First Boston are acting as joint financial advisers to Corus. Cazenove is acting as broker to Corus. Contact Information: Corus Investor Relations +44 20 7717 4501/4503/4504 Corporate Relations +44 20 7717 4502/4505/4597 HSBC Adrian Coates +44 20 7336 9000 Rajat Kohli +44 20 7336 9000 CSFB Richard Gillingwater +44 20 7888 8888 Stuart Upcraft +44 20 7888 8888 Jeremy Fletcher +44 20 7888 8888 Cazenove Nick Wiles +44 20 7588 2828 Arthur Drysdale +44 20 7588 2828 (*): NO PROFIT FORECASTS Nothing in this announcement should be construed as a profit forecast or be interpreted to mean that the future earnings per share of Corus will necessarily be greater than the historic published earnings per share of Corus. ADDITIONAL INFORMATION In connection with the proposed merger, TopCo and CSN will file a prospectus with the U.S. Securities & Exchange Commission (the 'SEC'). Investors, holders of CSN American depositary shares and holders of CSN shares who are located in the United States are urged to carefully read the prospectus regarding the proposed transaction when it becomes available, because it will contain important information. Investors and security holders may obtain a free copy of the prospectus (when it is available) and other documents containing information about TopCo and CSN, without charge, at the SEC's public reference rooms at 450 Fifth Street, NW, Washington, DC 20549 and on CSN's website at www.csn.com.br. SUMMARY OF CERTAIN PROVISIONS OF THE HEADS OF AGREEMENT Restriction on TopCo's Voting Rights For as long as TopCo holds more than 29.9 % of the issued share capital of Corus, TopCo's voting rights will be restricted to 29.9 % other than in certain circumstances. The circumstances in which TopCo will have unrestricted voting rights are: - in relation to a takeover offer for Corus; - during any period where Corus, in breach of contract, fails to appoint to its Board a proposed non-executive director nominated by TopCo in accordance with its rights described below; - during any period after April 2004, in which the number of members of the Corus Board exceeds 12 unless the appointment of directors in excess of such number has been unanimously approved by the Corus Board; - where any shareholder resolution is proposed in relation to a Class 1 transaction. Standstill TopCo will consult with Corus and will comply with orderly marketing arrangements in relation to any disposals of shares and will not, without the consent of Corus, sell more than three % of the issued shares of Corus in any one year, or six % if such sales are required in order to meet the financing needs of TopCo or Vicunha. The annual limits on the sale of Corus' shares will cease to apply on the fifth anniversary of completion of the proposed merger. Nomination Rights For so long as it retains a shareholding of not less than 24.9 % of Corus, TopCo will have the right to nominate three non- executive directors for appointment to the Board of Corus. This number will be reduced as follows in the event of a reduction in TopCo's shareholding to below 24.9 % If TopCo's shareholding is reduced to: - less than 24.9 % but not less than 19.9 %, it will have the right to nominate two non-executive directors; - less than 19.9 % but not less than 13.7 %, it will have the right to nominate one non-executive director; - less than 13.7%, it will have no rights in relation to the nomination of non-executive directors. For this purpose, TopCo's shareholding will be calculated without taking into account reductions and dilutions arising from the issue of shares by Corus on a non-pre-emptive basis, e.g. following the exercise of employee share options or conversion rights. In addition, TopCo will have no rights in relation to the nomination of non-executive directors if its shareholding in Corus falls below 10 % on an absolute basis, i.e. taking into account reductions and dilutions of any description. Conduct before Signing The Heads of Agreement contains non-binding provisions: - requiring Corus and CSN to carry on their respective businesses in the ordinary course; - restricting Corus and CSN from making any material disposals, acquisitions or distributions to shareholders without the consent of the other, in either case, prior to the execution of definitive transaction documentation. These provisions do not apply to Corus' proposed sale of its aluminium business. ENERGIS PLC: Secures Future of Its U.K. Operations -------------------------------------------------- The Board of Energis plc announced Wednesday that an agreement has been reached to secure the future of its core U.K. operations. Energis Holdings Limited (EHL), the holding company of Energis' UK operations, has been acquired by Chelys, a company majority owned by a consortium of financial institutions. Chelys has procured the injection of GBP150 million of cash and new equity together with long term debt facilities for the acquired business. Chelys will be chaired by Archie Norman and will trade under the Energis name. The agreement will provide financial stability and ensure continuity of service to all customers of Energis' UK business. Under the terms of the agreement reached with bank and bondholder representatives, Energis plc has received an ongoing interest in Chelys which will enable stakeholders of Energis plc to participate in Chelys' potential success. In order to complete this transaction with speed and certainty, the sale of various share interests in and certain related assets of the U.K. operations has been effected today following the appointment of Joint Administrators to Energis plc. In connection with the above arrangements the UKLA has suspended the listing of and the London Stock Exchange suspended trading in the ordinary shares of the Company. It is not expected that trading in Energis plc ordinary shares will resume. Mr Gordon Owen Chairman of Energis, said: "This agreement follows the intensive work we have undertaken over the past months and secures the future of our U.K. operations. "The acquisition and recapitalization by Chelys will deliver stability and security for Energis' customers, suppliers and employees in the U.K. and offers the potential to deliver some medium term value for all Energis plc stakeholders through their continuing interest in the U.K. business." Structure of Sale and Recapitalization As consideration for the sale of Energis Holdings Limited (EHL) and certain related assets, Energis plc has received an on-going interest in Chelys. Such interest will comprise a participation in the capital structure of Chelys of GBP17.5 million 'A' preferred shares, a 55 % economic interest in the ordinary share capital and a deferred consideration right equivalent to 7.5 % of the excess value of the enterprise of Chelys over GBP1.8 billion on the occurrence of a realization event, such as a sale or flotation within the next seven years. Certain stakeholders of Energis will therefore have the potential opportunity to participate in the future value creation of Chelys on a realization event, assuming certain minimum valuations are achieved. Margaret E. Mills and Michael Rollings of Ernst and Young have been appointed as Joint Administrators of Energis plc. The Joint Administrators of Energis plc will be responsible for managing and, as appropriate, distributing the consideration received for the UK business and any other assets of Energis PLC for the benefit of that company's creditors (the majority of which comprise Energis plc's bondholders). The agreement reached with bondholders presently holding over 50 % of the face value of Energis' public bond issues anticipates that interests in the "A" preferred shares and ordinary shares received by Energis plc will be distributed to Energis plc creditors by means of a Scheme of Arrangement. The same bondholders have also agreed that they will support the deferred consideration rights over 7.5 % of the excess value of the enterprise over GBP1.8 billion on a realization event being made available for the benefit of existing shareholders of Energis plc on the share register as at the time of the suspension of the listing on July 16, 2002. However, this will require approval as part of the Scheme of Arrangement by a majority in number representing 75 % by value of Energis plc creditors. Certain qualifying institutional creditors of Energis plc will also be able to participate in the subscription of up to GBP25 million of the new money provision to Chelys. It is also expected that the Joint Administrators will continue with the previously announced disposal of Energis plc's business in the Netherlands (ENV) and will examine alternatives in relation to Energis Polska and other European businesses. Energis plc has been advised by DrKW, Goldman Sachs and Lazard in connection with its recapitalization and sale discussions with its banks and bondholder representatives. The ad hoc committee of bondholders was advised by Talbot Hughes. The securities offered will not be and have not been registered under the US 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. Dresdner Kleinwort Wasserstein Limited (DrKW) is acting for Energis and no one else in connection with the Sale and Recapitalization transaction and will not be responsible to anyone other than Energis for providing the protection afforded to clients of DrKW nor for providing advice in relation to this matter. Goldman Sachs International (Goldman Sachs) is acting for Energis and no one else in connection with the Sale and Recapitalization transaction and will not be responsible to anyone other than Energis for providing the protection afforded to clients of Goldman Sachs nor for providing advice in relation to this matter. Lazard Brothers & Co., Limited (Lazard) is acting for Energis and no one else in connection with the Sale and Recapitalization transaction and will not be responsible to anyone other than Energis for providing the protection afforded to clients of Lazard nor for providing advice in relation to this matter. Talbot Hughes LLP (Talbot Hughes) is acting for the ad hoc committee of Energis bondholders and no one else in connection with the Sale and Recapitalization transaction and will not be responsible to anyone other than the ad hoc committee of Energis bondholders for providing the protection afforded to clients of Talbot Hughes nor for providing advice in relation to this matter. Chelys's proposed capital structure is outlined in Annex A http://bankrupt.com/misc/annexA.pdf RAILTRACK PLC: Notice of Meeting on GBP400 MM Exchangeable Bonds ---------------------------------------------------------------- Notice is hereby given that a meeting of the holders of the above-mentioned bonds is convened for the purpose of considering and, if thought fit, passing the extraordinary resolution set out below. The extraordinary resolution authorizes the modification of the terms and conditions of the Bonds and the provisions of the trust deed dated March 18, 1999 (as supplemented by a supplemental trust deed dated February 15, 2002) by which the Bonds are constituted in order, amongst other things, to: -provide for the early redemption of the Bonds at an amount equal to the Adjusted Redemption Price (as defined in the extraordinary resolution below) on the Acquisition Redemption Date (as defined in the extraordinary resolution below) and -vary the duration of the standstill arrangements in respect of the Bonds which were entered into on and subject to the terms of the First Supplemental Trust Deed. The affairs, business and property of Railtrack are being managed by Alan Robert Bloom, Christopher John Wilkinson Hill, William Scott Martin and Michael David Rollings (members of Ernst& Young LLP) as joint Special Railway Administrators of Railtrack. This notice is issued pursuant to the provisions of the Bonds and the Trust Deed. Resolutions are being proposed to holders of each series of public listed debt securities issued by Railtrack. A summary of these resolutions, together with further information concerning the extraordinary resolution set out below, is set out in a circular to Bondholders dated July 16, 2002, copies of which are available from the offices of Railtrack at Railtrack House, Euston Square, London NW1 2EE and from the offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY, in each case between 9a.m. and 5p.m. on any weekday (public holidays excepted), and on the Railtrack website at www.railtrack.co.uk The Meeting will be held at One Bunhill Row, London EC1 Y8YY on August 7, 2002 at 4.30p.m. (or as soon as practicable thereafter following the conclusion of the meeting of holders of the EUR11,500,000 Index Linked Notes due 2009, issued under the Railtrack Euro Medium Term Note Programme convened to consider the Network Rail Resolution (as referred to in the Circular) in respect of those debt securities). If a quorum is not present within 15minutes from that time, the Meeting will either be dissolved or be adjourned until such date, not less than 14 days nor more than 42 days later, as the chairman of the Meeting may decide. A notice reconvening such an adjourned meeting will be given. The Administrators have convened the Meeting for the sole purpose of enabling Bondholders to consider the proposals outlined in the Circular and resolve, if they so wish, to pass the extraordinary resolution proposed. RAILTRACK PLC: Notice of Meeting on EUR11.5 MM Index Linked Notes ----------------------------------------------------------------- Notice is hereby given that a meeting of the holders of the above-mentioned notes is convened for the purpose of considering and, if thought fit, passing the extraordinary resolution set out below. The extraordinary resolution authorises the modification of the terms and conditions of the Notes and the provisions of the trust deed dated June 24, 1999 (as supplemented by a pricing supplement dated September 20, 1999 and a supplemental trust deed dated December 14, 2001) by which the Notes are constituted in order, amongst other things, to -provide for the early redemption of the Notes at their principal amount on the Acquisition Redemption Date (as defined in the extraordinary resolution below) and -vary the duration of the standstill arrangements in respect of the Notes which were entered into on and subject to the terms of the First Supplemental Trust Deed. The affairs, business and property of Railtrack are being managed by Alan Robert Bloom, Christopher John Wilkinson Hill, William Scott Martin and Michael David Rollings (members of Ernst& Young LLP) as joint Special Railway Administrators of Railtrack. This notice is issued pursuant to the provisions of the Notes and the Trust Deed. Resolutions are being proposed to holders of each series of public listed debt securities issued by Railtrack. A summary of these resolutions, together with further information concerning the extraordinary resolution set out below, is set out in a circular to Noteholders dated 16 July 2002, copies of which are available from the offices of Railtrack at Railtrack House, Euston Square, London NW12EE and from the offices of Slaughter and May at One Bunhill Row, London EC1Y8YY, in each case between 9a.m. and 5p.m. on any weekday (public holidays excepted), and on the Railtrack website at www.railtrack.co.uk The Meeting will be held at One Bunhill Row, London EC1Y8YY on August 7, 2002 at 4.00p.m. (or as soon as practicable thereafter following the conclusion of the meeting of holders of the Pound 350,000,000 5.875% Bonds due 2009 convened to consider the Network Rail Resolution (as referred to in the Circular) in respect of those debt securities). If a quorum is not present within 15 minutes from that time, the Meeting will either be dissolved or be adjourned until such date, not less than 14 days nor more than 42days later, as the chairman of the Meeting may decide. A notice reconvening such an adjourned meeting will be given. RAILTRACK PLC: Notice of Meeting for GBP 100.7 Bonds Due 2016 ------------------------------------------------------------- Notice is hereby given that a meeting of the holders of the above-mentioned bonds is convened for the purpose of considering and, if thought fit, passing the extraordinary resolution set out below. The extraordinary resolution authorizes the modification of the terms and conditions of the Bonds and the provisions of the trust deed dated April 3, 1996 (as supplemented by a supplemental trust deed dated July 2, 1996 and a supplemental trust deed dated January 16, 2002 by which the Bonds are constituted in order, amongst other things, to: -provide for the early redemption of the Bonds at an amount equal to the Adjusted Redemption Price (as defined in the extraordinary resolution below) on the Acquisition Redemption Date (as defined in the extraordinary resolution below) and -vary the duration of the standstill arrangements in respect of the Bonds which were entered into on and subject to the terms of the Second Supplemental Trust Deed. The affairs, business and property of Railtrack are being managed by Alan Robert Bloom, Christopher John Wilkinson Hill, William Scott Martin and Michael David Rollings (members of Ernst& Young LLP) as joint Special Railway Administrators of Railtrack. The notice is issued pursuant to the provisions of the Bonds and the Trust Deed. Resolutions are being proposed to holders of each series of public listed debt securities issued by Railtrack. A summary of these resolutions, together with further information concerning the extraordinary resolution set out below, is set out in a circular to Bondholders dated July 16, 2002, copies of which are available from the offices of Railtrack at Railtrack House, Euston Square, London NW12EE and from the offices of Slaughter and May at One Bunhill Row, London EC1Y8YY, in each case between 9a.m. and 5p.m. on any weekday (public holidays excepted), and on the Railtrack website at www.railtrack.co.uk. The Meeting will be held at One Bunhill Row, London EC1Y8YY on August 7, 2002 at 2.00p.m. (or as soon as practicable thereafter following the conclusion of the meeting of holders of the Pound 135,531,000 9.125percent. Bonds due 2006 convened to consider the Network Rail Resolution (as referred to in the Circular) in respect of those debt securities). If a quorum is not present within 15minutes from that time, the Meeting will either be dissolved or be adjourned until such date, not less than 14days nor more than 42days later, as the chairman of the Meeting may decide. A notice reconvening such an adjourned meeting will be given. The Administrators have convened the Meeting for the sole purpose of enabling Bondholders to consider the proposals outlined in the Circular and resolve, if they so wish, to pass the extraordinary resolution proposed. RAILTRACK PLC: Notice on Meeting of GBP 300MM Bonds Due 2022 ------------------------------------------------------------ Notice is hereby given that a meeting of the holders of the above-mentioned bonds is convened for the purpose of considering and, if thought fit, passing the extraordinary resolution set out below. The extraordinary resolution authorizes the modification of the terms and conditions of the Bonds and the provisions of the trust deed dated November 18, 1997 as supplemented by a supplemental trust deed dated January 16, 2002) by which the Bonds are constituted in order, amongst other things, to: -provide for the early redemption of the Bonds at an amount equal to the Adjusted Redemption Price (as defined in the extraordinary resolution below) on the Acquisition Redemption Date (as defined in the extraordinary resolution below) and -vary the duration of the standstill arrangements in respect of the Bonds which were entered into on and subject to the terms of the First Supplemental Trust Deed. The affairs, business and property of Railtrack are being managed by Alan Robert Bloom, Christopher John Wilkinson Hill, William Scott Martin and Michael David Rollings (members of Ernst& Young LLP) as joint Special Railway Administrators of Railtrack (Administrators). This notice is issued pursuant to the provisions of the Bonds and the Trust Deed. Resolutions are being proposed to holders of each series of public listed debt securities issued by Railtrack. A summary of these resolutions, together with further information concerning the extraordinary resolution set out below, is set out in a circular to Bondholders dated 16July 2002, copies of which are available from the offices of Railtrack at Railtrack House, Euston Square, London NW12EE and from the offices of Slaughter and May at One Bunhill Row, London EC1Y8YY, in each case between 9a.m. and 5p.m. on any weekday (public holidays excepted), and on the Railtrack website at www.railtrack.co.uk. The Meeting will be held at One Bunhill Row, London EC1Y8YY on August 7, 2002 at 2.30p.m. (or as soon as practicable thereafter following the conclusion of the meeting of holders of the d100,679,000 9.625%. Bonds due 2016 convened to consider the Network Rail Resolution (as referred to in the Circular) in respect of those debt securities). If a quorum is not present within 15minutes from that time, the Meeting will either be dissolved or be adjourned until such date, not less than 14days nor more than 42days later, as the chairman of the Meeting may decide. A notice reconvening such an adjourned meeting will be given. SSL INTERNATIONAL: Chairman Announces Review on Current Trading --------------------------------------------------------------- At the Annual General Meeting on July 16, Ian Martin, Chairman, presented the following review of current trading: "The current year has started well. Overall, we are on target with sales and profits to date. "Good progress has been made in bringing new products and initiatives to the market to help accelerate growth. This includes the launch of three new Durex condom products, which have been well received. A new Scholl toiletries range has been launched, and early demand has exceeded our initial expectations, with U.K. sales of such products ahead of last year by 50%. "We are now increasing supply. The Flight Socks range has been extended and launched internationally. We have also launched our second synthetic surgical glove, Skinsense NU, which allows surgeons to wear two layers of protection. SSL's share of the synthetic segment of the US market has grown from 15% to 29%. "The cost reduction initiatives announced in April are on track with the targeted reduction of 300 jobs expected to be complete by the end of the year. The closure of the Head Office at Toft Hall will be complete by the end of September. "Last week the sale of the building to a private purchaser was agreed. Our reviews of better manufacturing, logistics and customer service arrangements, announced in April, are underway. Improvements in customer service have already been achieved, including a significant improvement in the U.K. A year ago, just over 50% of orders were delivered on time and in full, we are now achieving over 90%. "We are in discussions with a number of interested parties over the disposal of the Marigold Industrial business. "The Board's expectations of underlying mid-single digit sales growth and margins of 13-14% this year, growing to 15-16% in the future are unchanged. Our clear focus is on delivering these numbers and seeking to improve upon them." Contact Information: Garry Watts SSL International Plc Telephone: 01565 624010 William Clutterbuck The Maitland Consultancy Telephone: 020 7379 5151 UK COAL: Announces Closure of Selby Mines and Trading Update ------------------------------------------------------------ UK COAL plc announced Tuesday that production at its Selby mine complex will be phased out over the next 20 months, due to deteriorating geological conditions and continuing financial losses. The mines generated operating losses of GBP35m last year and GBP107m in the last three and a half years. A four-month review of the operational options conducted by the Company has concluded that mining should cease in the Spring of 2004 when coal faces at all three collieries - Wistow, Stillingfleet and Riccall - simultaneously become exhausted. The complex currently employs 2,100 people. The decision is supported by the conclusions of an independent study conducted on behalf of the Department of Trade and Industry by IMC Group Consulting Ltd. Gordon McPhie, Chief Executive, UK COAL PLC, commented: "It has been apparent for some time that our Selby mines have not been able to produce coal at an economic cost. Measures designed to return the complex to viability, including a rationalisation program and focusing on the lower risk reserves can reduce losses but cannot make the operations viable. "We have decided to introduce a closure plan which will minimise financial losses, fulfill our commitments to customers, and takes account of the interests and welfare of our employees." Added Mr. McPhie: "We welcome the package of measures announced by Government to cushion the impact of the colliery closures on the communities it affects, and to help equip employees with new skills needed to enable them to continue to play a positive role in their communities." In order to maintain mining operations at Selby until the Spring of 2004, over 20 miles of tunnels need to be driven to access and prepare replacement faces for production. The company has set targets to achieve this objective and past performance has shown that this is realistic. However, the closure date may be brought forward if targets are not met. There will be no financial effect of the closure on the interim results to June 30, 2002, which will be announced on September 9. During this period, the Selby group of collieries made operating losses of GBP14m (200l: GBP19m). The shaft treatment and pit top restoration costs for these sites are already provided for in the group balance sheet. Redundancy costs totaling around GBP40m, GBP10m of which will be government funded, will be treated as an exceptional cost in the full year profit and loss account for 2002. Due to the earlier incurrence and expensing of development costs, the cash flow during the closure period should be neutral, provided that performance targets are met. Trading Update UK COAL's drive to improve productivity and reduce costs continues to make good progress and is offsetting the delay to achieving full production at Daw Mill Colliery, Warwickshire. At Daw Mill, the face equipment and conveyor systems are now operating well, having overcome initial commissioning problems. However, a section of the face is experiencing some unforeseen geological features, which are creating difficult operating conditions and delaying progress towards full production. Production on the face is currently averaging 5,000 tons per week. Market conditions remain competitive and coal usage has fallen back from the high levels of 2001. Sales volumes in the first half of the year were 9.6 million tons (2001: 10.4 million tons), producing an increase in stocks of 1.0 million tons (2001: reduction of 0.6 million tons). Production in the underground mines in the period was 8.3 million tons (2001: 7.6 million tons). Surface Mines produced 2.2 million tons (2001: 2.1 million tons) with planning approvals for 2.6 million tons being gained (2001: 1.9 million tons). The focus of management attention is on the continued improvements in unit costs to create a long-term business that is competitive with imports in our home market. Contact Information: Gordon McPhie Chief Executive UK COAL PLC Telephone: 01302 751 751 Liz Morley/Fiona Grant Duff Gavin Anderson & Co Telephone: 020 7554 1400 WORLDCOM, INC.: Fitch Downgrades WorldCom's Rating To 'C' --------------------------------------------------------- Fitch Ratings has downgraded the senior unsecured debt ratings for WorldCom, Inc. to "C" from "CC". The rating on its preferred securities has been downgraded to "C" from "CC". The quarterly income preferred securities (QUIPS), currently under an interest deferral, remain at "C". The rating action also applies to Intermedia Communications senior unsecured debt, which has been downgraded to "C" from "CC". The ratings on Intermedia's preferred securities have been lowered to "C" from "CC". All of the company's ratings remain on Rating Watch Negative. This rating action follows the company's failure to make a scheduled interest payment on approximately USD2.1 billion of debt reflecting Fitch Ratings' policy. The company has a 30-day grace period to make the interest payment before Fitch considers it an event of default. *********** S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Kimberly MacAdam, Larri-Nil Veloso, Maria Lourdes Reyes and Jean Claire Dy, Editors. Copyright 2002. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is USUSD575 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are USUSD25 each. For subscription information, contact Christopher Beard at 240/629-3300. * * * End of Transmission * * *