/raid1/www/Hosts/bankrupt/TCREUR_Public/030320.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, March 20, 2003, Vol. 4, No. 56


                              Headlines

* C Z E C H   R E P U B L I C *

PLZENSKA BANKA: Talks Yield Several Potential Solutions

* G E R M A N Y *

ALLIANZ AG: Finances Unaffected by Closure of Joint Venture
ALLIANZ AG: Considers Divesting 44% Stake in Skin Products Maker
BAYER AG: Pleased With Verdict in Baycol Case in the U.S.
BANKGESELLSCHAFT BERLIN: Bidder Expresses Skepticism on City
BAYER AG:Kirby McInerney & Squire LLP Files Class Action Suit
DEUTSCHE BA: British Airways Confirms Easyjet's Decision
DEUTSCHE BA: EasyJet Terminates Option to Acquire Dba
DRESDNER BANK: Parent Declines to Comment on Exit of Fahrholz

* I R E L A N D *

ELAN CORP.: Shareholder Approves Sale of Primary Care Franchise

* I T A L Y *

FIAT SPA: Aerospace Unit Might Turn in Another Suitor
TELECOM ITALIA: Issues Notice of Shareholders' Meeting

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

KONINKLIJKE AHOLD: The Pomerantz Firm Charges Securities Fraud
KONINKLIJKE AHOLD: Shareholders Accuse Ahold of Stock Fraud

* S W E D E N *

LM ERICSSON: Likely To Launch New Set of Restructuring Measures

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

SWISSAIR: Justice Authorities Block Accounts of Former Bosses
SWISS INTERNATIONAL: Temporarily Suspends Two Services to Cairo

* U N I T E D   K I N G D O M *

BAE SYSTEMS: Changes in Contract to Displace Hundreds of Workers
BRITISH AIRWAYS: Scales Back Services Due to Impending War
BRITISH SKY: To Meet With BBC to Resolve Differences
CABLE & WIRELESS: Considers Closing Operations in Asia
MARCONI PLC: Lays Out Incentive Scheme for Top Executives
MARCONI PLC: Issues Update on Financial Restructuring
MARCONI PLC: Reports Significant Progress in Cost Reduction
MARCONI PLC: 'CC/C' Ratings Placed on WatchNegative
PIZZAEXPRESS PLC: Opens Negotiations With Private Equity Firms


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


PLZENSKA BANKA: Talks Yield Several Potential Solutions
-------------------------------------------------------
Plzenska banka in a statement said it entered into talks with
lawyers regarding several options to protect client's interest
after last week's shutdown.

None of the executives would elaborate on the press release,
however, according to Czech Happenings.

Plzenska banka's one and only outlet in Plzen was closed down
after the bank lost a suit alleging misappropriation of funds
against investment company AKRO.

The Regional Court in Hradec Kralove, East Bohemia, ordered
Plzenska banka to pay CZK1.1 billion plus additional interest
worth hundreds of millions to three CS funds managed by AKRO.
The figure could still reach more than CZK2 billion, which is 1.5
more than its total assets, according to the report.

The funds alleged that Plzenska, as depository, misappropriated
CS fund assets worth CZK1.3 billion in 1997.

The bank's executives refused to take the blame for the trouble
saying they were not responsible for the bank yet in 1997, when
the problem arose.

Plzenska's lawyer Jan Linda said the bank will appeal the court
verdict after it is delivered.


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


ALLIANZ AG: Finances Unaffected by Closure of Joint Venture
-----------------------------------------------------------
Allianz does not expect to sustain significant financial impact
arising from the closure of its terror risk joint venture Special
Risk Insurance and Reinsurance.

Europe's largest insurer does not have to take a write-down in
the venture with which it has 18.2% interest, according to a
company spokesman.

Allianz decided to shut down the business because of a lack of
customer interest in terror insurance products, a business it
shares with Zurich Finanical Services, Swiss Reinsurance Co.,
SCOR SA, XL Capital Ltd. and Hannover Re AG.

Allianz AG is currently under pressure to boost its capital due
to the continuing slump in the world equity market.  There had
been rumors that the financial services company has plans of
drawing up emergency plans to tap the equity market for more than
EUR5 billion in the event that share prices drop significantly
further.

Analysts expect the rights issue to come with non-core assets
disposals.  The management, though, could opt to curtail the rate
at which the firm writes new business to counter the slump in the
equity market.

CONTACT: ALLIANZ
         Investor Relations
         Phone: +49.1802.2554269
         E-Mail: investor.relations@allianz.com


ALLIANZ AG: Considers Divesting 44% Stake in Skin Products Maker
----------------------------------------------------------------
Allianz Chief Financial Officer Paul Achleitner said he would
consider selling its 44% stake in Nivea skin products maker
Beiersdorf AG if it is given a "decent offer" for the business.

Mr. Achleitner confirmed in an interview with Reuters that he is
currently in talks with several potential parties, but declined
to comment whether coffee group Tchibo, was among them.

Tchibo already owns 30% of Beiersdorf, a business worth about
EUR8.5 billion (US$8.99 billion).  Allianz's stake is worth
EUR3.75 billion (US$3.97 billion) at current market prices.

Tchibo is expected to fund the acquisition with some EUR5 billion
proceeds gained from the sale of tobacco group Reemtsma.

"It makes absolute sense for them to buy the Allianz shares --
Beiersdorf is a company they know well and are committed to,"
said one source.

The parties are expected to resume talks, although a deal is not
hoped soon due to conflicts in the pricing.

This dashed hopes of Beiersdorf management for a speedy
resolution to the company's ownership structure to take place so
that it could consider further strategic developments.

Meanwhile, the recent acquisition of hair care Wella by Procter &
Gamble had relieved Beiersdorf, which is wary of being swallowed
by a larger competitor.

Allianz has offered the stake to Procter & Gamble last year, but
talks fell through also on disagreements regarding the price.

Industry sources also consider Procter & Gamble's commitment to
Wella to make Tchibo's offer more attractive to Allianz.


BAYER AG: Pleased With Verdict in Baycol Case in the U.S.
---------------------------------------------------------
Leverkusen - Bayer said it is pleased that the jury in the Corpus
Christi, Texas U.S.A. Baycol trial reached a verdict in its
favor. The verdict validates Bayer's assertion that the company
acted responsibly in the development, marketing and voluntary
withdrawal of Baycol.

Bayer will now turn its attention to the other pending Baycol
cases to analyze the specific circumstances of each case and the
nature of the claims. It is Bayer's intention to pursue its
policy of seeking to fairly compensate anyone who experienced
serious side effects from Baycol, regardless of whether we have
valid legal defenses to such claims. At the same time, where an
examination of the facts indicates that Baycol played no role in
the patient's medical situation, or where a settlement is not
achieved, Bayer will continue to defend itself vigorously as it
did in the Corpus Christi case.


BANKGESELLSCHAFT BERLIN: Bidder Expresses Skepticism on City
------------------------------------------------------------
U.S. investor Christopher Flowers, a bidder for struggling German
public-sector bank Bankgesellschaft Berlin, doubts the
willingness of the city of Berlin to sell its majority stake in
the business.

"I have the impression that the city of Berlin does not want to
sell the bank and will reject our bid," Mr. Flowers told
Frankfurter Allgemeine Zeitung.

Mr. Flowers, who is bidding with private equity firm Texas
Pacific Group, suspects that the officials are inducing the
bidders to "take on all the risk" so that the price goes down.

The City holds an 81% stake in Bankgesellschaft after it rescued
the bank nearly two years ago.

The consortium, BGB Capital Partners, with which Mr. Flower is
associated, is offering an amount less than the EUR1.7 billion
the City provided in 2001 to save the bank, Mr. Flowers told
Reuters last week.

"We have offered a menu of different alternatives depending upon
the allocation of risk... We would be prepared to pay hundreds of
millions of euros but less than one billion," he said.

U.S. investment group Lone Star, who had also indicated an
interest to bid for the company, earlier asked for additional
information regarding risks to come up with a firm bid.

Flowers said the party has no plans of taking on all the risk
related to the bank.

The city of Berlin is understood to be preparing to underwrite
EUR22 billion of potential real-estate liabilities at the bank,
according to the report.

Berlin's finance senator, Thilo Sarrazin, is expected to report
his recommendations on the bid to the senate on March 25.

CONTACT:  BANKGESELLSCHAFT BERLIN AG
          Alexanderplatz 2, Postfach 110801
          D-10178 Berlin, Germany
          Phone: +49-30-245-500
          Fax: +49-30-245-509
          Homepage: http://www.bankgesellschaft.de
          Contacts:
          Dieter Feddersen, Chairman, Supervisory Board
          Norbert Pawlowski, Managing Director


BAYER AG:Kirby McInerney & Squire LLP Files Class Action Suit
-------------------------------------------------------------
Please take notice that Kirby McInerney & Squire, LLP has filed a
class action lawsuit on behalf of purchasers of American
Depository Shares of Bayer AG between March 30, 1998 and February
22, 2003, inclusive. (Prior to January 23, 2002, Bayer AG traded
on the NASDAQ under the symbol BAYZY.) A copy of the complaint is
available from the Court for the Southern District of New York or
from Kirby McInerney & Squire. Please contact us by phone at
(888) 529-4787 or by email at kryu@kmslaw.com

The complaint against Bayer AG and its wholly owned subsidiary,
Bayer Corporation, alleges, among other things, that throughout
the Class Period defendants misrepresented Bayer AG's success
through the promotion of its cholesterol lowering drug, Baycol.
Defendants' statements were materially false and misleading
because Bayer AG's own scientists were stating internally that
Baycol, when administered with other popular medications or at
high dosages, caused unacceptable risk of serious side effects.
In fact, throughout the Class Period Bayer AG was informed that
patients taking Baycol were experiencing serious and life
threatening side effects. Baycol was belatedly withdrawn from the
market in August 2001 after the FDA raised serious concerns about
the safety of Baycol in light of reports of Baycol patients
dying. The true facts concerning defendants' knowledge of the
dangers of Baycol and the Company's potential liability to Baycol
patients were not completely disclosed until February 22, 2003,
in connection with court filings in various personal injury
actions commenced against Bayer AG by persons who had been
prescribed Baycol and had suffered severe side effects. These
court documents demonstrated defendants' early knowledge of the
risk of serious or life threatening side effects to patients
taking Baycol, including the knowledge that patients taking
Baycol were found to have 5 to 10 times the chance of developing
a life threatening illness -- rhabdomyolysis -- as patients
taking other similar medicines. The price per share of Bayer AG
ADRs fell approximately 17% when Baycol was withdrawn from the
market in August 2001. Following the February 22, 2003 disclosure
of the true state of defendants' knowledge of the dangers of
Baycol, Bayer AG ADRs declined an additional 27%, from $17.15 per
share to $12.58 days after the revelation -- more than 68% below
the trading price at the beginning of the Class Period ($39.75).

Kirby McInerney & Squire, LLP, specializes in complex litigation,
including securities class actions. Kirby McInerney & Squire has
repeatedly demonstrated its expertise in this field, and has been
recognized by various courts that have appointed the firm to
major positions in consolidated and multi-district litigation.
The firm's efforts on behalf of shareholders in securities
litigation have resulted in recoveries totaling hundreds of
millions of dollars, and its achievements and quality of service
have been chronicled in published decisions. More information
about the firm, class actions in general, or about the role of
the lead plaintiff in a securities class action can be obtained
at Kirby McInerney & Squire's website at http://www.kmslaw.com

If you are a member of the class described above, you may, no
later than May 12, 2003, move the Court to serve as lead
plaintiff of the proposed class, if you so choose. In order to
serve as lead plaintiff, however, an investor must meet certain
legal requirements, as set out in the Private Securities
Litigation Reform Act of 1995. A lead plaintiff is a
representative party that acts on behalf of other class members
in directing the litigation. Class members need not, however,
seek appointment as lead plaintiff in order to share in any
recovery resulting from this litigation.

For more information contact Ira M. Press, Esq. or Kenneth Ryu at
(888) 529-4787 or kryu@kmslaw.com or visit our website
http://www.kmslaw.com

Ira Press, Esq.
Kenneth Ryu, Paralegal
KIRBY McINERNEY & SQUIRE, LLP
830 Third Avenue, 10th Floor
New York, New York  10022
Telephone:  (212) 371-6600
or Toll Free (888) 529-4787

CONTACT:  KIRBY MCINERNEY & SQUIRE, LLP
          Ira Press, Esq.
          Kenneth Ryu, Paralegal
          Phone: (212) 371-6600
                 (888) 529-4787


DEUTSCHE BA: British Airways Confirms Easyjet's Decision
--------------------------------------------------------
British Airways confirmed Tuesday that easyJet had notified the
airline that it will not exercise the option to buy its German
subsidiary, dba (formally Deutsche BA).

Roger Maynard, chairman of dba and British Airways' director of
investments and alliances, said: 'While this is disappointing
news, these are clearly very difficult times for the airline
industry. However, we have gained significant benefits in the
last few months. easyJet has paid us GBP6.1 million (8.9 million
euros) for the purchase option.

'We will continue to work towards the long-term future of dba and
it's business as usual for customers and staff. We have no plans
to close the airline and will continue to develop it as a no-
frills carrier. Once some stability returns to the world aviation
market and the German economy recovers, we are confident that
dba, with its lower cost base and significant market share on the
routes it operates, will be a viable and profitable force in the
German market whether as part of British Airways or in
partnership with others.

'Now that easyJet will not be buying dba we are free to pursue
any approaches being made by other interested parties'.

EasyJet and British Airways signed a heads of terms agreement in
May 2002. Under that agreement easyJet had an option to acquire
dba at any time up to April 2003, extendable by easyJet to 3
August 2003.

During the option period, easyJet committed to second three
managers to dba, contribute 5 million Euro (GBP3.4 million) for
capital expenditure to assist dba's transition towards a no-
frills airline model and pay an additional 600,000 Euro
(GBP410,000) per month to dba.

dba was founded in 1992. It operates 130 flights per day within
the German domestic market and will shortly start flying to Nice
from Berlin and Stuttgart and to Malaga from Munich. The airline
has 16 737-300 aircraft and employs 800 staff.


DEUTSCHE BA: EasyJet Terminates Option to Acquire Dba
-----------------------------------------------------
EasyJet on Tuesda announced that it has terminated its option to
acquire Deutsche BA(dba) from British Airways.

Ray Webster, easyJet Chief Executive, said:

When we acquired the option last year, we believed that it
represented the most attractive way of securing a substantial
presence in the German market. In early December 2002 we said
that, although the option to acquire dba runs until early August,
we intended to make the decision by the end of March in order to
reduce the uncertainty that surrounds this decision.

Despite months of exceptionally hard work by staff at dba,
British Airways and easyJet, there have been two insurmountable
hurdles:

Firstly, the rigidity of German labor laws has made it impossible
to get acceptance of easyJet conditions of employment from key
staff groups, despite numerous attempts and different approaches.

Secondly, since we negotiated the option there has been a
substantial deterioration in the financial performance of all
airlines in the German market including dba. This is in large
part due to the specific characteristics of the German market and
in particular the highly aggressive pricing policies of
Lufthansa.

It is disappointing that we have had to make this decision.
However, we always made it clear that we would not compromise the
easyJet business model.

We reaffirm that the order for 120 Airbus A319 aircraft has
always excluded any aircraft needed in relation to the dba option
and we remain committed to organic growth of 25 percent per
annum. Germany remains the largest economy in the European Union
and we are currently examining the best way to develop our German
operation and the numerous other growth opportunities across
Europe.

                       *****

EasyJet announced on 8 May 2002 that it had reached agreement
with British Airways for an exclusive option to purchase dba.
That option was formally acquired on 14 August 2002. As
consideration for the option, easyJet contributed Euros 5 million
for capital expenditure to assist dba's transition towards a low-
cost airline model and agreed to pay an additional 600,000 Euros
per month until exercise or termination of the option.

CONTACT:  EASYJET PLC
          Chris Walton, Finance Director
         Phone: +44 (0) 1582 525 336
         Derek Livingstone, Investor Relations Manager
         Phone: +44 (0) 1582 525 462


DRESDNER BANK: Parent Declines to Comment on Exit of Fahrholz
-------------------------------------------------------------
German insurance company Allianz AG declined to comment on the
possibility that the head of its Dresdner Bank unit, Bernd
Fahrholz, will resign next month during the insurer's annual
shareholders meeting.

Both Focus magazine and the Financial Times reported that Mr.
Fahrholz, whose position has long been regarded as at risk, will
step down April 29.

The speculation of Mr. Fahrholz's exit came as losses and
restructuring at Dresdner take a toll on Europe's largest
insurer.  Allianz is expected to post a loss in 2002 for the
troubles.

The rumors also emerged after Allianz named a new chairman,
Michael Diemann, late last year.

Mr. Fahrholz, who took personal responsibility for Dresdner's
return to profit, was known to have said he would personally
accept the consequences should the bank failed to come up with a
profit in 2003.

His departure will not change much of the loss-making bank,
though, according to Arne Jokusch, an analyst with Merck Finck in
Munich.

CONTACT:  DRESDNER BANK AG
          Jurgen-Ponto-Platz 1
          D-60301 Frankfurt/Main, Germany
          Phone: +49-(0) 69/2 63-0
          Fax numbers: General enquiries
                       +49-(0) 69/2 63-48 31
                       +49-(0) 69/2 63-40 04

         ALLIANZ
         Investor Relations
         Phone: +49.1802.2554269
         E-Mail: investor.relations@allianz.com


=============
I R E L A N D
=============


ELAN CORP.: Shareholder Approves Sale of Primary Care Franchise
---------------------------------------------------------------
Elan Corporation, plc is pleased to announce the approval of the
ordinary resolution for the divestment by Elan of its primary
care franchise (principally certain commercial rights to SonataT
(zaleplon) and SkelaxinT (metaxalone) and certain associated
assets) to King Pharmaceuticals, Inc., and the approval of the
special resolution for the disapplication of pre-emption rights
which were proposed and considered at today's special
shareholders meeting (Extraordinary General Meeting) of the
Company.

In view of public statements made by King that call into question
its willingness to honor its obligation to complete the
transaction, Elan has, as previously announced on Monday March
17, 2003, filed a lawsuit against King and certain of its
subsidiaries in the Supreme Court of the State of New York to
compel King to perform its agreement to complete its previously
announced purchase of Elan's primary care franchise.  With the
approval of the transaction at today's special shareholders
meeting Elan strongly believes that all conditions required for
the closing of the transaction have now been satisfied.

Elan is focused on the discovery, development, manufacturing,
selling and marketing of novel therapeutic products in neurology,
pain management and autoimmune diseases.  Elan shares trade on
the New York, London and Dublin Stock Exchanges.


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


FIAT SPA: Aerospace Unit Might Turn in Another Suitor
-----------------------------------------------------
Another possible buyer might come up with a bid for Fiat Avio,
the aerospace unit that Fiat SpA is offering for sale to raise
cash needed to recapitalize its loss-making auto unit, Fiat Auto.

According to a financial source, U.S. giant General Electric may
be considering offering a bid for the business, which state-owned
defense and engineering firm Finmeccanica with French group
SNECMA, and U.S.private equity fund The Carlyle Group are vying
to obtain.

"There will be no problem selling Fiat Avio because there are
others bidders (besides Finmeccanica and SNECMA)," the financial
source said on Monday.

"As well as The Carlyle Group there could be interest from
General Electric." he added.

The Italian government is thought to be backing Finmeccanica's
EUR1.5 billion bid for Fiat's most profitable business valued
between EUR1.5 and EUR2 billion.

Fiat is also selling insurance arm, Toro Assicurazioni, together
with Fiat Avio.  The company has put an estimated EUR2 billion to
EUR2.5-billion price tag on the unit.

Multimedia international publishing company, De Agostini, is
believed to be interested in the business.

CONTACT:  FIAT SPA
          250 Via Nizza
          10126 Turin, Italy
          Phone: +39-011-686-1111
          Fax: +39-011-686-3798
          Toll Free: 800-804027
          Home Page: http://www.fiatgroup.com/e-index.htm
          Contact:
          Giovanni Maggiora, Vice President - Investor Relations
          Phone: +39-011-686-3290
          Fax: +39-011-686-3796
          E-mail: Investor.relations@geva.flatgroup.com


TELECOM ITALIA: Issues Notice of Shareholders' Meeting
------------------------------------------------------
Shareholders are hereby informed that the Ordinary Shareholders'
Meeting will take place in Turin at the Sala Congressi in Via
Bertola no. 34, on April 14, 2003 at 10 a.m. at first call and,
if necessary, on April 15, 2003, at second call at the same time
and place, to discuss and pass resolutions on the following
Agenda:

(1) Financial statements as of 31/12/2002 and distribution of
dividends; presentation of the consolidated financial statements
as of 31/12/2002; reports of the Board of Directors and the Board
of Statutory Auditors; relative resolutions.

(2) Adjustment in the number of Directors; relative resolutions.

Shareholders possessing ordinary shares who exhibit the apposite
certificate issued by an authorized intermediary will be entitled
to participate in the Shareholders' Meeting in conformity to law.
Shareholders whose share certificates have still not been
registered with a central tracking system, should file them with
an authorized intermediary who will proceed to their
dematerialization and issue shareholders with the necessary
certification.

The documentation concerning the items on the agenda will be made
available to the public, subject to the provisions of law, at the
registered office of the Company in Turin, Via Giannone no. 4, at
the secondary office in Rome, Via Rizzo no. 22 and at Borsa
Italiana S.p.A. in Milan.  Shareholders are entitled to a copy of
the documentation.

The foregoing documentation will also be available at the
Company's web site at the address http://www.tim.it. Requests
for information should be addressed to
affarisocietari@mail.tim.it or made by phone to the number +39-
06-39003819.

The Shareholders' Meeting may also be attended by experts,
financial analysts and journalists who for this purpose are
requested to confirm their attendance by returning their
invitation or by submitting a request to participate at least two
days before the date fixed for the meeting to the following e-
mail address: InvestorRelations@mail.tim.it; Stampa@mail.tim.it.

Whoever attends the Shareholders' Meeting in the capacity of
shareholder's proxy, or by virtue of other rights, is requested
to send the documentation certifying such powers to the fax
number +39-011-5724251, at least two days before the meeting.
The documentation on the Shareholder's Meeting may be requested
by calling the number: +39-06-39002654 or bysending an e-mail to:
affairsocietari@mail.tim.it.

The present notice, published in the Official Gazette of the
Italian Republic, part II, dated March 14, 2003 No. 61, may be
obtained at the internet address http://www.tim.it


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


KONINKLIJKE AHOLD: The Pomerantz Firm Charges Securities Fraud
--------------------------------------------------------------
Pomerantz Haudek Block Grossman & Gross LLP has filed a class
action lawsuit in the United States District Court for the District of
Maryland, case number 03-CV-530, against Royal Ahold NV, two of
the Company's top officers/directors, and the Company's
independent auditor, Deloitte & Touche Registered Accountants, on
behalf of investors who purchased the American Depository
Receipts of Ahold during the period between May 15, 2001 and
February 21, 2003, inclusive (the Class Period).

The Complaint alleges that defendants violated Sections 10(b) and
20(a) of the Securities Exchange Act of 1934 by issuing false and
misleading statements concerning the Company's publicly reported
earnings. In particular, defendants overstated operating earnings
by $500 million in fiscal years 2001 and 2002 by recognizing more
money in promotional allowances provided by suppliers to promote
their goods than that Company actually received.

Before the market opened on February 24, 2003, Ahold announced
that it will restate its financial statements for fiscal year
2001 and the first three quarters of fiscal year 2002 to correct
the inappropriate accounting for discounts from suppliers at its
U.S. Foodservice division, which is headquartered in Columbia,
Maryland. The Company also announced that its Chief Executive and
Chief Financial Officers, defendants Cees van der Hoeven and
Michael Meurs, respectively, had been fired and that several U.S.
executives had been suspended. In addition, the Company announced
that it has uncovered "questionable" transactions in its
investigation of certain transactions and the accounting
treatment thereof at its Argentine subsidiary, Disco. In response
to the Company's announcement, Ahold's ADRs fell $6.52, or 61%,
to $4.16 on volume of 16,197,900 units traded. The Securities &
Exchange Commission has launched an investigation of the
Company's accounting practices.

If you purchased the ADRs of Royal Ahold during the Class Period,
you have until April 28, 2003 to ask the Court to appoint you as
lead plaintiff for the Class. In order to serve as lead
plaintiff, you must meet certain legal requirements. If you wish
to review a copy of the Complaint, or if you would like to
discuss this action or have any questions, please contact Andrew
G. Tolan, Esq. of the Pomerantz firm at 888-476-6529 (or (888) 4-
POMLAW), toll free, or at agtolan@pomlaw.com  by e-mail. Those
who inquire by e-mail are encouraged to include their mailing
address and telephone number.

The Pomerantz firm, which has offices in New York and Chicago, is
acknowledged as one of the premier firms in the areas of
corporate, securities, and antitrust class litigation. Founded by
the late Abraham L. Pomerantz, known as the dean of the class
action bar, the Pomerantz firm pioneered the field of securities
class actions. Today, more than 50 years later, the Pomerantz
firm continues in the tradition he established, fighting for the
rights of the victims of securities fraud, breaches of fiduciary
duty, and corporate misconduct. The Firm has recovered numerous
multimillion-dollar damages awards on behalf of class members.

CONTACT:  POMERANTZ HAUDEK BLOCK GROSSMAN & GROSS LLP
          Andrew G. Tolan, Esq.
          Phone: (888) 476-6529, (888) 4-POMLAW
          E-mail: agtolan@pomlaw.com


KONINKLIJKE AHOLD: Shareholders Accuse Ahold of Stock Fraud
-----------------------------------------------------------
Investors have filed a securities fraud lawsuit against
Koninklijke Ahold N.V. and two former officers, accusing the
company of issuing false and misleading financial statements to
the public, Berman DeValerio Pease Tabacco Burt & Pucillo said
today.

The complaint was filed March 3 in the U.S. District Court for
the Southern District of New York. Plaintiffs seek damages for
violations of federal securities laws on behalf of all investors
who bought Ahold securities from March 6, 2001 through and
including February 21, 2003 (the Class Period).

Berman DeValerio has represented investors in class actions for
over 20 years. To review the complaint and learn more about
becoming a lead plaintiff, please visit the firm's website at
http://www.bermanesq.com

The lawsuit claims that Ahold and its officers issued false and
misleading financial statements that misrepresented the Company's
true revenue and earnings, causing its securities to trade at
artificially inflated prices.

Ahold stunned investors on February 24, 2003 when it announced
that:

(i) the Company's U.S. Foodservice subsidiary had materially
overstated its income by close to $500 million by improperly
including higher promotional allowances, provided by suppliers to
promote their products, than the Company actually received in
payment;

(ii) the Company's Disco subsidiary had engaged in certain
transactions that were possibly illegal and were improperly
accounted for; and

(iii) the Company's historical financial statements would be
restated to proportionally consolidate, under Dutch GAAP and U.S.
GAAP, several of the Company's joint ventures.

Moreover, the Company also revealed that its CEO and CFO had
resigned and that the Company's independent auditors had
suspended their fiscal year 2002 audit pending completion of the
investigations into the foregoing accounting irregularities.

As a result of this news, the price of Ahold ADRs fell $6.53 per
share, or more than 61%, to close at $4.16, on heaving volume. On
February 26, 2003, it was announced that the U.S. Securities and
Exchange Commission and the U.S. Attorney's Office were
investigating Ahold.

If you purchased Ahold securities during the period March 6, 2001
through and including February 21, 2003, you may wish to contact
the following attorney at Berman DeValerio Pease Tabacco Burt &
Pucillo to discuss your rights and interests.


   Julie A. Richmond, Esq.
   One Liberty Square
   Boston, MA 02109
   (800) 516-9926 or (617) 542-8300
   law@bermanesq.com

If you wish to apply to be lead plaintiff in this action, a
motion must be filed on your behalf with the court no later than
April 28, 2003. You may contact the attorneys at Berman DeValerio
to discuss your rights regarding the appointment of lead
plaintiff and your interest in the class action. You may also
retain counsel of your choice. To be a member of the class,
however, you need not take any action at this time.

Berman DeValerio Pease Tabacco Burt & Pucillo prosecutes class
actions nationwide on behalf of institutions and individuals,
chiefly victims of securities fraud, antitrust law violations,
and consumer fraud. The firm consists of 33 attorneys in Boston,
San Francisco, and West Palm Beach, Florida.

CONTACT:  BERMAN DEVALERIO PEASE TABACCO BURT & PUCILLO
          Julie A. Richmond, Esq.
          Phone: (800) 516-9926
                 (617) 542-8300


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


LM ERICSSON: Likely To Launch New Set of Restructuring Measures
---------------------------------------------------------------
Executives at Ericsson AB, the world's largest maker of wireless
networks, are believed to be considering a new set of
restructuring measures, including a new round of job cuts.

Chief executive Carl-Henric Svanberg recently reshuffled its
team, making Chief Operating Officer Per-Arne Sandstroem deputy
CEO.  The move of promoting Mr. Sandstroem, who has led
Ericsson's job cuts since August 2001, is perceived as a signal
that Mr. Svanberg is up to intensifying cost measures,
according to investors.

Ericsson has already cut 40,000 jobs to save SEK50 billion
(US$5.8 billion) of annual expenses by next year from 2001.

But expectations that sales will drop for a third year after
Nokia's forecast that its network division will fall as much as
20% has investors thinking Svanberg will be forced to undertake
further cost measures.

``I wouldn't rule out that these guys have round three somewhere
in their drawers,'' said Thomas Langer, an analyst at WestLB
Panmure.

Ericsson earlier sustained seven straight quarters of losses
after failing to counter drop in demand.

Mr. Svanberg promised to return Ericsson to profit--a daunting
task to do for a company hit by increasing costs.

Ericsson, founded in a Stockholm telegraph repair shop 127 years
ago, last year was forced to raise $3.4 billion in a share sale
to weather the slump.


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


SWISSAIR: Justice Authorities Block Accounts of Former Bosses
-------------------------------------------------------------
Zurich's justice department had blocked the private accounts of
four former Swissair executives as part of the investigation in
the collapse of the former national airline.

The accounts of Eric Honegger, Philippe Bruggisser and Mario
Corti, and former finance head, Georges Schoderet, all suspected
for mismanagement and falsification of documents, had been
blocked, the department said.

Another unnamed employee of an auditing company also faces the
same investigation.

Ernst & Young said in a report submitted in January that the
collapse of the airline was a result of management incompetence
and lack of aviation experience.

According to Swissinfo, Hanspeter Hirt, the district prosecutor
in charge of the case, said he wanted to use the assets to help
cover the legal costs of the case against Swissair's parent
company.

Authorities would decide whether to take the money once legal
proceedings had been completed, he said.

"Appeals have been placed and negotiations are in progress," Mr.
Hirt added.


SWISS INTERNATIONAL: Temporarily Suspends Two Services to Cairo
--------------------------------------------------------------
As a result of the sharp drop in demand, SWISS has decided to
suspend two of the six-weekly connections between Zurich and
Cairo. This decision becomes effective on March 20, 2003.

The services suspended are those of Monday and Thursday. The
remaining four flights (Wednesday, Friday, Saturday and Sunday)
will adhere to the published timetable.

The SWISS Task Force will continue to monitor the developments in
the Near and Middle East.

CONTACT:  SWISS
          Corporate Communications
          P.O. Box, CH-4002 Basel
          Phone: +41 (0) 848 773 773
          Fax: +41 61 582 35 54
          E-mail: communications@swiss.com
          Home Page: http://www.swiss.com


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


BAE SYSTEMS: Changes in Contract to Displace Hundreds of Workers
----------------------------------------------------------------
Renegotiations in BAE Systems' Nimrod patrol aircraft program is
expected to cost about 700 jobs, according to the Financial Times.
The job losses will hit the factory at Woodford, Cheshire.

Workers will find themselves having less work to do since the new
contract will only see three of the 18 Nimrod aircraft on order
being built for testing.  This would last for at least two years.

This is to ensure there would no longer be problems before the
Ministry of Defense proceeds to buy the remaining 15 aircraft.

The jobs of 233 staff in the civil aircraft business is also set
to go after work on the final aircraft in its regional jet making
operations is completed.

A further 59 jobs will be axed as a result of a drop in the
orders for sub-assembly work from Airbus and Boeing in turn due
to a slump in civil jetliner deliveries.

The recession in the civil sector is expected to last for at
least two years, according to the report.

The job cuts are in addition to the 1,000 redundancies announced
by the company in January at the group's shipbuilding division
when its Astute submarine contract also encountered troubles.

The group also laid off 450 workers at Brough in November due to
the lack of new orders for its Hawk military jet trainer.

BAE provided GBP750 million as preparation for further losses on
the long-delayed Nimrod and Astute contracts.


BAE SYSTEMS: Unions to Pursue Threat of Strike Action
-----------------------------------------------------
Unions at defense group BAE Systems plan to pursue their threat
to protest against the company's strategy of resolving a GBP2.3
billion pensions black hole.

BAE has offered to retain its final-salary scheme for existing
members, and to launch a "hybrid fund" for new members that will
mix some aspects of a final-salary scheme with a money-purchase
fund.

But unions, who, according to The Times, are making BAE a "test
case" out of BAE in the context of other huge pension deficits in
other big manufacturers, are demanding for more compromises.

While accepting the retention of the final-salary scheme and the
arrangement for new members, Jack Dromey, national organiser of
the T&G transport union, which has 12,000 members at BAE,
demanded that BAE took the bigger part of burden in increased
contributions.

The company has indicated that the increased contributions, which
previously the management had wanted to be a 50-50 split, will
now be split 60-40, with BAE paying the larger sum.

Another demand that Mr. Domey has presented is a guarantee that
BAE will no longer take a pensions holiday should any of the
schemes move into surplus in the next three years.

Mr. Dromey deemed the increases unacceptable considering that the
pension deficit was due to the "long pension holidays that BAE
took in the 1990s".

After BAE's 52 senior trade union convenors rejected BAE's
proposals Mr. Domey said a new set of negotiations is necessary
to "to keep to an absolute minimum any increased contributions."
No date for talks with BAE has been fixed.

He threatened that "if the company demands too much, they will
take industrial action," confident that the workforce would
support a strike ballot.

BAE declined to comment while consultations with the unions are
going on.

CONTACT:  BAE SYSTEMS
          Farnborough, Hampshire GU14 6YU, UK
          Phone: +44 (0) 1252 384605
          Fax: +44 (0) 1252 383947
          Homapge: http://www.baesystems.com
          Contact:
          Phil Soucy, Corporate Communications
          Phone: +44 (0) 1252 384797
          E-mail: phil.soucy@baesystems.com

          Richard Coltart, Corporate Communications
          Phone: +44 (0) 1252 384875
          E-mail: Richard.coltart@baesystems.com


BRITISH AIRWAYS: Scales Back Services Due to Impending War
----------------------------------------------------------
British Airways decided to scale back some services following an
advisory from U.K.'s Foreign Office about risks of travel to
Kuwait while the threat of war between U.S. and Iraq is pending.

The airline suspended its daily service from London to Kuwait
Wednesday.  It is set to suspend flights from London to Tel Aviv
later this week.

The airline has already pulled its crew out of most Middle
Eastern countries and begun operating its flights to Abu Dhabi,
Bahrain, Doha, Dubai, Jeddah, Kuwait, Muscat and Riyadh through a
mini-hub at Larnaca, Cyprus.

Flight schedules to the Middle East have already been cut due to
falling demands.

British Airways had a grim history of having one of its 747
airliners destroyed at Kuwait airport in the last Gulf war.

Chief executive Rod Eddington has warned that with the outbreak
of war in Iraq, air traffic could fall by 10-20%.

The Financial Times reported that conflict in the Middle East
would trigger the grounding of aircraft, the loss of more jobs in
aviation and the risk of further airline bankruptcies or
liquidations, in particular in the U.S.

In September, the chief executive of British Airways warned that
war in Iraq could have a more deleterious impact on the business
than the September 11 terrorist attacks in the U.S.


BRITISH SKY: To Meet With BBC to Resolve Differences
----------------------------------------------------
Executives from BBC and British Sky Broadcasting met Wednesday to
clarify issues regarding BBC's plan to offer its digital services
without a Sky encryption.

The mode is a potential source of conflict with RTE, the main
television broadcaster in Ireland, because unencrypted services
could share the same slot on BSkyB's electronic program guide.

Broadcasters pay GBP27,000 per year per channel for EPG slots,
according to the BBC, and it could save GBP85 million over five
years if it avoids paying new charges proposed by BSkyB for using
its satellite platform and encryption technology.

Greg Dyke, BBC director general, said the move would increase the
coverage of BBC digital services from 75% to 100% of British
households.

But the calculations encountered skepticism since the
corporation's eight digital channels haven't been part of BSkyB's
subscription package.

BBC also insisted that satellite viewers can download new
software to prevent any duplication on program guides and
preserve different regional services.

Last week, the satellite broadcaster indicated it is open to a
negotiation with BBC on the subject of charges for the technical
services BBC is requesting.

CONTACT:  BRITISH SKY BROADCASTING
          6 Centaurs Business Park, Grant Way
          Isleworth, Middlesex TW7 5QD, United Kingdom
          Phone: +44-20-7705-3000
          Fax: +44-20-7705-3060
          Home Page: http://www.sky.com


CABLE & WIRELESS: Considers Closing Operations in Asia
------------------------------------------------------
Communications company Cable & Wireless might close its telephone
services in Japan due to increasing interconnection fees and the
rapid spread of cell and Internet phones, according to daily
Yomiuri Shimbun.

Japan's Nippon Telegraph and Telephone Corp. (NTT or 9432) had
proposed a 12% increase in interconnection fees, according to the
report.

This, together with the popularity of cell and Internet phones,
had prompted the U.K.-based company to convey to the Japanese
government the possibility that it might close down its telephone
services in the region.

The British company acquired several telephone and
telecommunication operations from a Japanese and overseas
companies to use as its business foothold in 1999.

Cable & Wireless' divisions include C&W Regional in the Caribbean
and Asia, and the struggling C&W Global corporate telecom unit.
C&W Regional, which has a steady cash flow, is sustaining C&W
Global towards its anticipated break-even in early 2004.

CONTACT:  CABLE & WIRELESS
          Investor Relations
          Samantha Ashworth
          Phone: +44(0) 207 315 4460
          Caroline Stewart
          Phone: +44(0) 207 315 6225
          Virginia Porter (US)
          Phone: +1 646 735 4211


MARCONI PLC: Lays Out Incentive Scheme for Top Executives
---------------------------------------------------------
Marconi is willing to pay a combined GBP46 million to its three
directors if they are able to build the company into a GBP1.5
billion asset within five year's time.

Under the proposal, Marconi's chief executive Mike Parton will
receive options over 17.5 million shares which could be worth
GBP26.25 million in five years' time; John Devaney, the chairman,
gets options over 3 million shares, potentially worth GBP4.5
million; while Mike Donovan, the chief operating officer, gets
options over 10 million shares, potentially worth GBP15 million.

But the plan for Mr. Parton is conditional on his forfeiting a
cash payout of about GBP300,000.  The chief executive also
proposed not to receive any compensation for loss of office if he
leaves Marconi "due to underperformance".

The incentive scheme, which accounts for 9% of the restructured
business under the company's rescue plan, will benefit 60
executives including the chairman, chief executive and chief
operating officer.  A further 3% of the equity has been set aside
for a separate option scheme for a further 250 staff.


MARCONI PLC: Issues Update on Financial Restructuring
-----------------------------------------------------
-- Documentation filed with the High Court of England and Wales
Monday initiating the final steps in the implementation of the
previously announced Restructuring

-- Increase in cash distribution to GBP340 million (in addition
to the GBP95 million of interest which has already been paid)

-- Capital structure simplified to combine Junior Notes and
Limited Recourse Notes. Face value of the Junior Notes increased
to approximately USD488 million (approx GBP304 million). Limited
Recourse Notes will no longer be issued

-- Finalization of conditional agreement to pay GBP35 million in
full and final settlement of potential claims under ESOP
derivative arrangements with Barclays Bank PLC, Salomon Brothers
International Limited and UBS AG

-- Scheme documentation expected to be posted to creditors by 31
March 2003 and Restructuring targeted to be completed by 31 May
2003

John Devaney, Chairman of Marconi, said: 'We are entering the
final stage of the financial restructuring that will strengthen
our balance sheet. Our third quarter figures, also published
today, show that we have also made very good progress with our
operational restructuring. Whilst our markets remain challenging
these twin achievements allow us to look forward with greater
confidence than at any time since our markets began their rapid
decline nearly two years ago.'

Mike Parton, Chief Executive of Marconi, commented: 'The progress
we have made is a welcome boost in confidence for our customers,
suppliers and employees. Furthermore, the operational
restructuring achieved to date will put the Group in a better
position to benefit from market recovery. Management is committed
to bringing Marconi back to full health, which is likely to take
time to achieve. We are very clear about our objectives for the
business and increasingly confident about the Group's future.'

Marconi announces that it has filed with the Court proposals in
relation to Schemes of Arrangement under section 425 of the
Companies Act 1985 between Corp and its scheme creditors and
between plc and its scheme creditors.  This filing is an
important step in Marconi's financial restructuring. Following an
initial hearing, the Court will fix the dates for scheme meetings
at which Scheme Creditors may vote on the proposals outlined in
the scheme documentation.

Certain pre-completion steps require consent from the requisite
majorities of Marconi's Syndicate Banks and the members of the
Informal Ad Hoc Committee of Bondholders. These consents will
allow the documentation to be despatched by plc and Corp to
Scheme Creditors following the initial Court hearing. An edited
copy of the proposed draft explanatory statement (the 'Draft
Explanatory Statement') that was submitted to the Court will be
posted on Marconi's website at http://www.marconi.comlater
today.

Summary of Key Changes to the Notes

In the context of the conditional ESOP settlement described
below, Marconi has proposed further modifications to the
structure of the Junior and Limited Recourse Notes as set out in
the non-binding indicative Heads of Terms dated 28 August 2002
and subsequently modified by an addendum dated 13 December 2002.
As a result of these changes, Corp will increase the face value
of the Junior Notes and it will no longer issue Limited Recourse
Notes to creditors as part of the scheme consideration. These
changes, set out in the Draft Explanatory Statement, are the
result of discussions between plc, Corp and members of the
relevant creditor groups regarding the future capital structure
of the Group.

The changes will result in Corp issuing two series of notes as
part of the scheme consideration as opposed to three, with the
Junior Notes having a larger aggregate principal amount than
previously proposed. This will simplify the post Restructuring
capital structure of the Group and potentially improve the
tradeability of the Junior and Senior Notes in the public market.

The key features of the Junior Notes are as follows:

-- The Junior Notes will have an aggregate principal amount of
approximately USD488 million (approximately GBP304 million),
which is comprised of the sum of USD300 million plus the US
dollar equivalent of approximately GBP117 million (previously
GBP250 million) and will be denominated in US dollars (previously
euro).
-- US Asset disposals first applied (subject to the terms of the
Working Capital Facility, as described below) to pay down the
Junior Notes (previously only after repayment of the Limited
Recourse Notes)
-- The Junior Notes will continue to be mandatorily redeemable
from the release of certain restricted cash balances (cash
collateral against performance bonds) and proceeds from certain
asset disposals
-- Interest remains unchanged at either a 12 per cent. PIK coupon
or a 10%. cash coupon payable quarterly, but this will now accrue
from May 1, 2003

In addition to the proposed changes to the Junior Notes, Corp
also proposes that the interest on the Senior Notes will accrue
from May 1, 2003.

An updated description of the New Notes following these
modifications is contained in Annex A of this document.

The Restructuring

The Restructuring will be effected through schemes of arrangement
under the Companies Act 1985 of all creditors of Corp (except for
certain categories of excluded creditors) (the 'Corp Scheme
Creditors') and plc (except for certain categories of excluded
creditors, including creditors in respect of unclaimed dividends
on shares and claims which are the subject of the ESOP
settlement) (the 'plc Scheme Creditors' and, together with Corp
Scheme Creditors, 'Scheme Creditors'). A summary of actual and
contingent claims against Corp and plc is included in Annex B.

Alongside the Corp Scheme, it is proposed to make changes to
Corp's capital structure by way of a capital reduction, involving
the cancellation of its current called up share capital and its
share premium account. It is expected that the reserve arising on
the capital reduction will eliminate the deficit on the profit
and loss account that would otherwise be shown on Corp's balance
sheet as at 31 March 2003.

Implementation of the Schemes will result in Corp becoming the
new holding company of the Marconi Group (which will not include
plc or any of plc's direct subsidiaries, other than Corp). plc
will distribute all of its assets (net of a reserve in respect of
its ongoing costs) over time to its creditors in accordance with
the plc Scheme and is expected subsequently to be liquidated or
dissolved. The plc Scheme is conditional upon the Corp Scheme
becoming effective. However, the Corp Scheme is not conditional
upon the plc Scheme becoming effective.

Marconi Corporation Scheme

If the Corp Scheme becomes effective, all Corp Scheme Creditors
will be bound by its terms. Corp Scheme Creditors will receive a
distribution, pro rata to their admitted claims of:

-- GBP340 million cash;
-- the euro equivalent of GBP450 million in aggregate principal
amount of senior secured notes due April 2008 to be issued by
Corp denominated in euro and/or US dollars, subject to elections
by Scheme Creditors, with interest payable quarterly in cash at a
rate of 8 per cent. per annum accruing from 1 May 2003 (the
'Senior Notes');
-- the sum of USD300 million plus the US dollar equivalent of
approximately GBP117 million in aggregate principal amount of
junior secured notes due October 2008 to be issued by Corp
denominated in US dollars with interest payable quarterly in cash
at a rate of 10 per cent. per annum or, at Corp's option, in kind
(by issuing additional junior secured notes) at a rate of 12 per
cent. per annum accruing from 1 May 2003 (the 'Junior Notes' and,
together with the Senior Notes, the 'New Notes'); and
-- 995,000,000 ordinary shares representing 99.5 per cent. of the
issued ordinary share capital of Corp immediately following
implementation of the Restructuring (the 'New Shares').

The cash element of the distribution will be increased by the net
proceeds of any asset disposals, other than GBP82 million of
specified asset disposal proceeds, received before 1 May 2003,
and the aggregate principal amount of the Junior Notes will be
decreased by 10/11ths of the US dollar equivalent of the amount
by which the cash element is so increased. To date the Group has
received approximately GBP55 million of disposal proceeds from
specified assets. Any further disposal proceeds received on or
after 1 May 2003 will be dealt with in accordance with the terms
of the New Notes.

As a result of the Corp Scheme, plc Shareholders will receive in
aggregate (proportionate to their existing holdings in plc but
subject to a minimum of one share per plc Shareholder), with no
price payable, up to 0.5 per cent. of Corp's issued ordinary
share capital immediately following the Restructuring and up to
50 million Warrants exercisable at any time up to four years
after the date of the Restructuring allowing for the subscription
of additional ordinary shares equal to an aggregate of up to 5
per cent. of Corp's issued ordinary share capital immediately
following the Restructuring. The Warrants, each of which will
give the right to subscribe for one share (subject to adjustment
to protect against dilution in the event of certain corporate
actions), will have an exercise price per underlying ordinary
share of 150p (again subject to adjustment to protect against
dilution in the event of certain corporate actions). An ordinary
share price of 150p implies a post Restructuring market
capitalisation of Corp of GBP1.5 billion.

It is expected that the New Shares, New Notes and Warrants will
be listed on the Official List and admitted to trading on the
London Stock Exchange's market for listed securities ('Listing')
on the Effective Date of the Corp Scheme. Corp will apply to list
the New Shares, New Notes and Warrants and will use its
reasonable endeavors to effect the Listing as soon as possible on
or after the Effective Date of the Corp Scheme. The Corp Scheme
is not, however, conditional on this Listing. Corp will apply to
list its ADRs on NASDAQ and will use its reasonable endeavors to
effect this NASDAQ listing as soon as practicable following the
Effective Date of the Corp Scheme. It is currently expected that
the NASDAQ listing will become effective during the third
calendar quarter of 2003.

Following the Restructuring, Corp will begin to report on an
annual and quarterly basis, filing 10-K, 10-Q and 8-K reports
with the SEC, with the first filing being made on form 10-Q for
the quarter ending 30 September, 2003. Corp will also file a
report submitted on form 6-K within 60 days of the quarter ending
June 30, 2003 and will file its 20-F within 90 days of the end of
the current financial year (31 March 2003). These latter reports
will include financial statements in accordance with or
reconciled to US GAAP. Corp will hold quarterly investor
conference calls following the release of such reports.

plc Scheme

Assuming the Corp Scheme becomes effective, plc's assets will
principally comprise the cash, New Shares and New Notes that plc
receives under the Corp Scheme in respect of Bonds held by
Ancrane Limited ('Ancrane'), a subsidiary of plc, and monies owed
by Corp to Ancrane. plc's entitlement to this scheme
consideration will arise from a repayment of capital in specie by
Ancrane to plc of substantially all its assets. The plc Scheme
provides that plc will reserve the sum of GBP7 million from the
cash element of Corp scheme consideration it receives via Ancrane
which, together with plc's cash of approximately GBP2.3 million,
interest on the aggregate of these two cash amounts and GBP2
million available to be drawn under a letter of credit to be
provided in favour of the plc Scheme Supervisors under the
Performance Bonding Facility will be available to meet plc's
ongoing costs. Any monies remaining following the payment of
plc's ongoing costs will be distributed to all plc's admitted
scheme creditors in the final distribution under the plc Scheme.

ESOP Settlement

Agreement in principle to a settlement of certain ESOP related
disputes with Barclays Bank PLC, Salomon Brothers International
Limited and UBS AG was announced on 7 February 2003. The terms of
that settlement have now been finalised. Corp will pay a total of
GBP35 million together with costs in full and final settlement of
all potential ESOP related claims those banks have against the
Marconi Group. The ESOP settlement is conditional upon the Corp
Scheme becoming effective.

Payment to the ESOP Derivative Providers will be made from the
previously disclosed cash retention of up to GBP170 million which
was to be set aside by Corp as part of the Restructuring pending
resolution of potential liabilities of Group companies in
relation to the Group's ESOP hedging arrangements. The difference
of GBP135 million forms part of the proposed increase in the Corp
cash distribution to a total of GBP340 million.

Corp Corporate Governance Post Restructuring

Following Listing of the New Shares, the New Notes and the
Warrants, Corp's Board will comprise the Chairman, three
Executive Directors (including the Chief Executive Officer) and
four Non-Executive Directors. Corp regards the four Non-Executive
Directors as independent and free from any business or other
relationship which could materially interfere with the exercise
of their independent judgement. The Board has established audit,
remuneration, nomination and executive committees.

Corp believes it should move to a position where the majority of
its Board are independent Non-Executive Directors. Although Corp
does not envisage that any further non-executives will be
appointed to the Board before the Listing of the New Shares, the
New Notes and the Warrants, Corp will continue to look for
suitable candidates to join the Board as independent Non-
Executive Directors, where they can bring appropriate experience
or industry knowledge. A process is already in place to identify
further suitable candidates. Following a further appointment
which it expects will be made within three months of the
Effective Date, Corp will at all times strive to ensure that it
maintains a majority of independent Non-Executive Directors on
its Board by, within three months of ceasing to have such a
majority, appointing additional independent Non-Executive
Directors or reducing the size of the Board.

Employee Incentive Plans Post Restructuring

Conditional upon the Corp Scheme becoming effective (the 'Plans
Start Date') Corp will adopt a share option plan for up to 60 of
the Group's senior executives known as the Corp Senior Management
Share Option Plan (the 'Management Plan') and a broadly based
employee share option plan for a wider group of senior staff
known as the Corp Employee Share Option Plan (the 'Employee
Plan'). Both plans will be administered by the remuneration
committee. A full description of the Management Plan and the
Employee Plan is contained in Annex D.

The number of unissued shares that may be committed to be issued
under the Management Plan is limited to 9 per cent. of the issued
share capital of Corp immediately following the Plans' Start
Date. The initial options will be granted in five tranches, each
of which will be subject to specific performance conditions. A
summary of these performance conditions is set out in Annex D. If
any performance condition is not satisfied within the stated
period, the tranche of the option subject to that performance
target will lapse and cease to be capable of becoming
exercisable. The total amount payable on exercise of an option,
whether in whole or in part will be GBP1 per exercise,
irrespective of the number of shares in respect of which an
option is exercised.

The Management Plan is being introduced contemporaneously with
senior executives entering into new service contracts on the
basis that the plan will deliver significant rewards in the event
that the Group is successful, but that in order to participate,
executives must accept reduced rights in respect of other
incentive arrangements and in respect of payments upon
termination. In detail:-

-- The final payment due under a retention bonus plan implemented
in May 2002 is to be waived;
-- No participant in the Management Plan will be eligible to
participate in any cash bonus plan or other share based plan;
-- No participant will receive a salary increase (other than in
the event of promotion) for at least a year after the
Restructuring;
-- Bonus payments earned by certain executives in the first two
quarters of the financial year under a performance related
incentive plan are to be waived;
-- An allowance in respect of bonus (included in payments in lieu
of notice under current service contracts) will no longer form
part of payments in lieu of notice, thus reducing their potential
value;
-- At his own instigation, the Chief Executive's contract will
not provide for any compensation for loss of office in the event
of his departure due to underperformance.

The number of share options which it is proposed to be granted to
certain directors of Corp is set out in further detail in Annex
D.

Participation in the Employee Plan is open to those employees of
Corp or any of its subsidiaries selected by Corp's remuneration
committee. Employees who participate in the Management Plan
cannot participate in the Employee Plan. Options granted under
the Employee Plan will have an exercise price equal to the
prevailing market value of a Corp share on the date of grant. The
exercise price for the initial grant of options will be the
average middle market quotation of a Corp share for the five
business days immediately prior to the date of grant. The initial
options will also be granted in five tranches, each of which will
be subject to the same performance conditions as the Management
Plan.

The number of unissued shares that may be committed to be issued
under the Employee Plan is limited to 5 per cent. of the issued
share capital of Corp immediately following the Plans Start Date.
This 5 per cent. limit will only be available for use on the
following basis: (i) up to 3 per cent. in the first 12 months
following the Listing of the New Shares; (ii) up to 1 per cent.
in the second 12 months following Listing of the New Shares; and
(iii) up to 1%. in the third 12 months following the Listing of
the New Shares. Any unused part of this limit may be utilised in
subsequent years during the life of the Employee Plan.

Comparison of Restructuring to the Alternatives

Scheme Creditors of Corp and/or plc will need to decide whether
to vote in favour of the Schemes. If the Restructuring is not
approved, the severity of the Group's financial position is such
that Corp and plc would have no reasonable prospect of avoiding
insolvency proceedings, which would mean that there would be a
lower return to Scheme Creditors, accompanied by uncertainty and
delay, and no return whatsoever to plc Shareholders. Corp and plc
believe that, given the Group's financial position, the proposed
Restructuring is in the best interests of all stakeholders,
including the Scheme Creditors and plc Shareholders.

The Draft Explanatory Statement contains an insolvency analysis
which sets out a comparison between the position under the
proposed Schemes and the hypothetical position that would be
likely to face Scheme Creditors if plc and Corp were to go into
administration as at 30 April 2003. The purpose of the insolvency
analysis is to assist Scheme Creditors in determining whether to
accept the proposals set out in the Draft Explanatory Statement.

Corp and plc believe that the Schemes are more beneficial to
Scheme Creditors than insolvency proceedings or the enforcement
of security and should result in a better return, greater
certainty and an immediate day one distribution to Scheme
Creditors. None of these benefits would be possible under the
insolvency alternatives.

The insolvency analysis (and the assumptions, caveats and
limitations on which such analysis is based) is contained in
Annex E. Please note that all figures, numbers and percentages
that appear in Annex E are subject to change and will only be
finalised as at the record dates for the Schemes.

New Working Capital Facilities

In order to support the Group's performance bonding requirements
following the Restructuring, Corp and its wholly-owned
subsidiary, Marconi Bonding Limited, are expected to enter into a
GBP50 million committed performance bonding facility (the
'Performance Bonding Facility') provided by banks including HSBC
Bank plc and JP Morgan Chase Bank. The Performance Bonding
Facility may be utilised at any time during the period from the
Effective Date of the Corp Scheme to the date falling 18 months
thereafter. Marconi Bonding Limited has the
right to request an extension to such availability period up to a
further 12 months but without the participating banks having any
obligation to agree such extension. The obligations of each
obligor under the Performance Bonding Facility will be
irrevocably and unconditionally guaranteed by Corp ahead of the
New Notes. Marconi Bonding Limited will be required to deposit an
amount equal to 50 per cent. of the maximum face value of each
issued performance bond in a secured account. Additional amounts
of up to a further GBP25 million will be required to be deposited
in the secured accounts out of the release of cash collateral
held against certain existing performance bonds.

Marconi Communications, Inc. ('Comms Inc.') is expected to enter
into a USD22.5 million limited recourse revolving facility (the
'Working Capital Facility'). The Working Capital Facility will be
subject to a fixed interest rate of 15 per cent. per annum and
will mature on 30 September 2004. Fees and costs include an
arrangement fee of 6 per cent. of the facility amount, an unused
commitment fee of 1 per cent. per annum on any undrawn portion
and a 5 per cent. late charge for payments overdue by more than
ten days. Recourse under the Working Capital Facility will be
limited to a first mortgage lien on a parcel of real property
owned by Comms Inc. located in Warrendale, Pennsylvania, USA.

The Performance Bonding Facility and the Working Capital Facility
are each conditional on the Corp Scheme becoming effective.

Status of the Group's Existing Financial Indebtedness

When the Heads of Terms were announced on 29 August 2002, plc
indicated that the Restructuring was scheduled to be completed by
31 January 2003, which was subsequently extended to 15 March
2003. As a result of the complexity of the Restructuring the
Effective Date of the Schemes is now targeted to be no later than
31 May 2003. The change to the timing of the Restructuring will
introduce risks associated with certain financial debt and
interest payments falling due in March 2003. In particular, the
Bank Facility is due for repayment on 25 March 2003, an interest
payment was due on the Yankee Bonds on 17 March 2003 and remains
unpaid and an interest payment is due on the Eurobonds on 31
March 2003. In common with Corp's and plc's approach to other
Scheme Claims, pending the outcome of the Schemes, neither Corp
nor plc intends to make payment in respect of such obligations,
in whole or in part. Accrued but unpaid interest of plc and Corp
at the record date of the Schemes will form part of the Scheme
Claims.

Interim Security

As part of the arrangements to effect the Restructuring, Corp
agreed to provide interim security to its principal lenders,
being the Syndicate Banks (in their capacities as Syndicate
Banks, bilateral lenders to Corp and beneficiaries of guarantees
from Corp (in such capacities, ''Bank Creditors'')) and the
holders of the Bonds from time to time (apart from plc's wholly
owned subsidiary Ancrane) and the Trustees (together, ''Secured
Bondholders'') and Barclays Bank PLC (as the only ESOP Derivative
Bank which committed to support the Restructuring prior to 15
October 2002). The interim security was taken over cash held by
Highrose Limited, a special purpose subsidiary of Corp and plc,
in accounts held with third party banks (the 'Lockbox Accounts').
These interim security arrangements took effect on 13 September
2002and were amended on December 13, 2002.

Without this interim security, the Syndicate Banks and the
Informal Ad Hoc Committee of Bondholders would not have been
prepared to continue to support the Restructuring, and insolvency
proceedings would have been the only practicable alternative.

Provision has been made for the interim security to be released
prior to the Corp Scheme meeting in circumstances tied to the
prospects of the Corp Scheme being successfully implemented. If
the interim security has not been released prior to the Corp
Scheme meeting neither Corp nor plc will proceed with their
respective Schemes, and the interim security will remain in place
in any subsequent insolvency proceedings, meaning that the Bank
Creditors, Secured Bondholders and Barclays Bank PLC would rank
ahead of all unsecured creditors of Corp with respect to the cash
held in the Lockbox Accounts. If the interim security is released
and the Corp Scheme meeting proceeds, the choice facing all Corp
Scheme Creditors will be the same; either the Corp Scheme will be
approved and implemented, or the Corp Scheme will be rejected and
in the inevitable insolvency proceeding which would follow such
rejection the interim security would no longer be in place.

The Syndicate Banks and the Informal Ad Hoc Committee of
Bondholders have indicated that they will not be prepared to
release the interim security prior to the Corp Scheme meeting
unless, immediately before such release, Corp has confirmed to
the prospective Corp Scheme supervisors that Corp remains
satisfied that the reserves built into the Corp Scheme are
sufficient to meet distributions to all Corp Scheme Creditors and
that Corp remains of the opinion that its statement as to the
Corp Group's working capital in the scheme document remains
valid, and the prospective Corp Scheme supervisors have confirmed
to Corp that they have no reason to disagree with Corp's view
that the reserves built into the Corp Scheme are sufficient to
meet distributions due to be made to all Corp Scheme Creditors.

Process to Completion

Completion of the Restructuring will be conditional upon, amongst
other things, securing the necessary support of the Syndicate
Banks, Bondholders and other Scheme Creditors whose claims will
be compromised in the Scheme meetings of plc and Corp to be held
as part of the Court approved Restructuring.

As previously noted in the 29 August 2002 announcement, it is
expected that the FSA will grant a waiver of paragraph 9.22 of
the Listing Rules which would otherwise require the consent of
plc shareholders to the issue of the New Shares (the 'Waiver').
It is expected that the Co-ordination Committee of the Syndicate
Banks will confirm to the FSA that the majority banks'
willingness to support the Restructuring is dependent on there
not being a need for a plc shareholder vote as part of the
approvals for the Restructuring and that in their view if their
support was withdrawn Marconi would be forced into some form of
insolvency proceeding. Accordingly, if the waiver is granted, the
Schemes will not be conditional on the approval of plc
shareholders. Marconi has approached the FSA for a waiver from
the requirement to seek shareholder approval for the
Restructuring. The FSA has set out the conditions that it would
require to be met before it would grant such a waiver. Marconi is
confident that it can meet such conditions.

Marconi has for some time been in severe financial difficulty and
the Board believes that the Restructuring is in the best
interests of plc, plc shareholders as a whole and Corp
stakeholders. The Board further believes that a consensual
restructuring is the only viable alternative to an
administration.

plc and Corp expect to receive the required consents to certain
pre-completion steps from the requisite majorities of their
Syndicate Banks and the members of the Informal Ad Hoc Committee
of Bondholders and expect the Court to fix the dates for the
Scheme meetings to enable the Schemes and Draft Explanatory
Statement to be posted to creditors by 31 March 2003. Following
the required Court processes and creditor approval, it is
expected that the Restructuring will be completed by May 31,
2003.

Conference Call Details

Management will host a conference call and audiocast for analysts
and investors on Tuesday 18 March, 2003 at 4 pm U.K. time (11 am
EST) to discuss details of its financial restructuring and the
Group's Q3 results announced in a separate press release this
morning. The call can be accessed on Marconi's web-site or by
dialling +44 (0) 20 8996 3900 from Europe or 800 241 5872 (toll-
free) or +1 617 847 8701 from the US and quoting 'Marconi'.

An instant replay will be available for fourteen days by dialling
+44 (0) 1296 618700, pass code 563002 from Europe or 888 286
8010, passcode 48156936 from the U.S.

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 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
http://www.marconi.com

CONTACT:  MARCONI PLC
          David Beck
          Joe Kelly, Public Relations
          Phone: +44 (0) 207 306 1771
          E-mail: joe.kelly@Marconi.com
          Heather Green, Investor Relations
          Phone: +44 (0) 207 306 1490
          E-mail: heather.green@Marconi.com


MARCONI PLC: Reports Significant Progress in Cost Reduction
-----------------------------------------------------------
-- Significant progress on cost reduction and cash generation
despite continued tough market conditions

-- Direct cost savings more than offset lower Core sales volumes
driving improvement in Core gross margin before exceptional
items: 22.1 per cent of sales (Q3 FY02 19.3 per cent; Q2 FY03
21.6 per cent before impact of GBP25 million stock provisions)
(see Core Gross Profit / Margin below)

-- Core operating cost annual run-rate (before goodwill
amortisation and exceptional items) reduced to around GBP550
million by 31 December 2002 (approximately GBP1 billion at 31
December 2001); on track to achieve target run-rate of GBP520
million by the end of the financial year (see Core Operating
Expenses below)

-- Substantial reduction in Core operating loss (before goodwill
amortisation and exceptional items) to GBP41 million from GBP128
million in Q3 last year and from GBP90 million in the previous
quarter this year; further progress towards EBITDA breakeven
(GBP15 million adjusted Q3 EBITDA loss before exceptional items
in the Core) (see Core Adjusted Operating Profit/(Loss) below)

-- Reduced operating loss (before goodwill amortisation and
exceptional items) and significant progress in working capital
drive GBP66 million positive operating cash flow (net of capital
expenditure and before exceptional cash flows) in the Core during
Q3 (Q3 2002 GBP25 million outflow; Q2 FY03 GBP43 million
outflow); (see Operating Cash Flow below)

-- Group operating loss reduced to GBP130 million (Q3 2002:
GBP256 million); Increased loss on ordinary activities before
taxation of GBP198 million (Q3 2002: profit before tax GBP76
million) due to non-operating gains of GBP341 million in prior
year

-- Outlook: seasonal Q4 sales uplift not expected; further sales
declines likely during the year ending 31 March 2004; appropriate
cost actions will be taken to further reduce breakeven level of
Core sales to around GBP1.7 billion (see Outlook below)

-- Major milestone in financial restructuring achieved with
filing of scheme documents with court on March 17, 2003 (see
Financial Restructuring below and separate announcement dated
March 18, 2003)

-- First European sale of BXR 48000 and first commercial sale of
Marconi Softswitch to Jersey Telecom during Q3; recent major
order wins include Access Hub and MSH2K optical backbone network
for Telecom Italia; new 3-year frame contract with TATA India for
SDH equipment;
-- Strong product pipeline; recent product launches include next
generation SDH equipment (Series 4); new release of Access Hub
platform incorporating voice over DSL, new Gigabit Ethernet and
multicasting for video functionality; enhanced features to
ServiceOn network management portfolio; integrated video
application into next generation interactive kiosks; further
enhancements to BXR-48000 to enable 10Gbps secure encrypted data
transmissions; virtual presence desktop (Vipr) video conferencing
platform launched.

Marconi (MONI) announced unaudited non-statutory financial
results for the three months ended December 31, 2002.

Commenting on the results, Mike Parton, Chief Executive, said 'We
are making real progress towards our operational goals. Core
gross margin improved by almost three points over the same period
a year ago despite lower volumes. Our Core operating cost run
rate was reduced by almost half over the same period. While our
markets remain difficult, we are continuing to improve our
operating performance.'

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 http://www.marconi.com.

To see financials: http://bankrupt.com/misc/MarconiPlc.htm

CONTACT:  MARCONI PLC
          Joe Kelly/David Beck, Public Relations
          Phone: +44 (0) 207 306 1771
          E-mail: joe.kelly@marconi.com
          Heather Green, Investor Relations
          Phone: +44 (0) 207 306 1735
          E-mail: heather.green@marconi.com


MARCONI PLC: 'CC/C' Ratings Placed on WatchNegative
---------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'CC' long-
term and 'C' short-term corporate credit ratings on U.K.-based
telecommunications equipment provider Marconi PLC on CreditWatch
with negative implications. The CreditWatch placement follows
Marconi's announcement that it has filed proposed Schemes of
Arrangement, under the Companies Act 1985, with the English High
Court. This filing is an important step in Marconi's financial
restructuring and affects about $3 billion of bond debt.

"The CreditWatch placement reflects the high probability of an
imminent debt restructuring through the proposed Schemes of
Arrangement," said Standard & Poor's credit analyst Leandro de
Torres Zabala. Although Marconi may avert bankruptcy through the
scheme, Standard & Poor's would view completion of the scheme as
tantamount to default given that the value of the proposed offer
is materially less than the originally contracted amount and
that, according to Marconi, there is no practical alternative to
the scheme, other than to start insolvency proceedings, which
would result in a lower return for creditors.

"On acceptance of the scheme by creditors or, alternatively, on
initiation of insolvency proceedings by the company, should there
be no agreement on the scheme, all long-term ratings will be
lowered to 'D'," added Mr. de Torres Zabala.

The scheme documentation is expected to be posted to creditors by
March 31, 2003, with a restructuring completion target of May 31,
2003, according to Marconi.

Eventually, when the company emerges from the court-supervised
reorganization proceedings or, alternatively, from insolvency
proceedings, the issuer will be reassessed taking into account
the factors that precipitated the default, and any benefits
garnered through the reorganization process.

CONTACT:  STANDARD & POOR'S
          Leandro de Torres Zabala, London
          Phone: (44) 20-7826-3821
          Peter Kernan, London
          Phone: (44) 20-7826-3618


PIZZAEXPRESS PLC: Opens Negotiations With Private Equity Firms
--------------------------------------------------------------
PizzaExpress independent directors had entertained talks with
private equity firms TDR Capital and Capricorn Ventures about
their offer for the company.

The party has set up GondolaExpress as their own bid vehilce,
from which they hope to launch a rival offer for PizzaExpress PLC
against that of Venice Bidder.

It is known that the buyout vehicle Venice Bidder, led by the
struggling pizza chain's former boss, Luke Johnson, announced
Monday that they had acquired bank backing for a bid estimated at
about 367p a share.

GondolaExpress is hoping to overthrow the offer within weeks, but
as for the meantime said it was finalizing arrangements with
banks, led by HBOS.

For GondolaExpress to win over PizzaExpress shareholders, it will
have to include a GBP2.6 million break fee for Venice Bidder and
still offer a premium to Mr. Johnson's offer.

Little is known of the consortium's plans, although it is
believed to keep PizzaExpress's UK and international operations
together.

This is in contrast to Venice Bidder's plans for the pizza chain,
in which Mr Johnson, who is backed by ABN Amro Capital, is
thought to be looking at possible synergies with his existing
restaurant interests, which ranging from Belgo to the West End
celebrity haunt, the Ivy.

PizzaExpress, which admitted having tough trading following a
slump in tourism and downturn in the economy, posted a year of
dwindling sales and falling share value.

CONTACT:  PIZZAEXPRESS PLC
          1 Union Business Park
          Florence Way
          Uxbridge
          UB8 2LS
          Contacts:
          Nigel Colne, Chairman
          David Page, Chief Executive
          Paul Campbell, Group Finance Director
          Phone: 01895 618618
          Sue Pemberton, Citigate Dewe Rogerson
          Phone: 020 7638 9571


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

    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 2003.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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