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MARCONI CORPORATION Plc MARCONI 3.8.7 29025 FS 1 Project Marlin Prospectus p15 AOGps 14 SEP 00 17:39 R. R. DONNELLEY LON(•• ) ATL26696/20000 011 44 20 7330 1600 CB 01 SEP 00 22:30 As filed with the Securities and Exchange Commission on September ▲15▲, 2000. Registration No. 333-12430 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. ▲2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MARCONI CORPORATION plc MARCONI plc (Exact name of Registrant as specified in its charter) England and Wales 4813 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) One Bruton Street London W1J 6AQ England 011-44-20-7493-8484 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Patricia A. Hoffman Marconi Inc. 1500 Mittel Boulevard Wood Dale, Illinois 60191-1073 U.S.A. 630-238-3995 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David O. Brownwood, Esq. Edward F. Greene, Esq. Cravath, Swaine & Moore Cleary, Gottlieb, Steen & Hamilton 33 King William Street Level 5 City Place House London EC4R 9DU 55 Basinghall Street England London EC2V 5EH England Approximate date of commencement of proposed sale to the public: As soon as practicable on or after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. □ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. □ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. □ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. □ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. □ CALCULATION OF REGISTRATION FEE Proposed Proposed Amount maximum maximum Title of each class of to be offering price aggregate Amount of securities to be registered registered per unit(1) offering price(1) registration fee Bonds $1,800,000,000 $1,800,000,000 $1,800,000,000 $475,200(2) Guarantee of the bonds by Marconi plc $1,800,000,000 $1,800,000,000 $1,800,000,000 —(3) (1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. (2) ▲Of this total registration fee, $396,000 was previously paid. (3) No separate registration fee is required for the guarantee of the bonds. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. 3.8.7 29025 COV 1 Project Marlin Prospectus p15 AOGps 14 SEP 00 21:06 R. R. DONNELLEY LON(•• ) ATL74600/20000 (LOGO) 011 44 20 7330 1600 CB 01 SEP 00 22:30 PROSPECTUS▲ ▲ $1 ▲800 000 000 Marconi Corporation plc 3 $▲900 000 000 7 ⁄4% BONDS DUE 2010 3 $▲900 000 000 8 ⁄8% BONDS DUE 2030 Interest payable on ▲March 15 and ▲September 15 We may redeem any of the bonds at any time at the redemption price described in this prospectus plus accrued interest In addition we may in the event of changes in the tax laws of the United Kingdom or in other circumstances that we describe in this prospectus redeem all of the bonds of any series at 100% of their principal amount plus accrued interest Marconi plc which indirectly owns 100% of us and is the top company of the Marconi group will guarantee the bonds The guarantee may terminate at any time We have applied to list the bonds on the Luxembourg Stock Exchange in accordance with its rules Investing in the bonds involves risks. See ‘‘Risk Factors’’ beginning on page 9. 3 ▲7 ⁄4% BONDS—PRICE ▲99.264% AND ACCRUED INTEREST, IF ANY 3 ▲8 ⁄8% BONDS—PRICE ▲99.178% AND ACCRUED INTEREST, IF ANY Underwriting Proceeds to Discounts and Marconi Price to Public Commissions Corporation plc Per 2010 bond ............................... 99264% 650% 98614% Total ....................................... $893376000 $5850000 $887526000 Per 2030 bond ............................... 99178% 875% 98303% Total ....................................... $892602000 $7875000 $884727000 The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this prospectus is truthful or complete Any representation to the contrary is a criminal offense ▲Morgan Stanley & Co. Incorporated expect▲s to deliver the bonds to purchasers on September ▲19, 2000. MORGAN STANLEY DEAN WITTER CREDIT SUISSE FIRST BOSTON J)P) MORGAN * CO) MERRILL LYNCH * CO) SALOMON SMITH BARNEY UBS WARBURG LLC September ▲14 2000 3.8.7 29025 TOC 1 Project Marlin Prospectus p15 AOGps 14 SEP 00 20:40 R. R. DONNELLEY LON(•• ) LONHTS /20000 011 44 20 7330 1600 CB 01 SEP 00 22:30 TABLE OF CONTENTS Page Page Prospectus Summary ................... 2 Our Systems Businesses ................ 65 Risk Factors ........................... 9 Our Other Businesses .................. 75 Cautionary Note Regarding Forward- Facilities .............................. 78 Looking Statements .................. 11 Employees ............................. 79 Presentation of Financial and Other Intellectual Property ................... 80 Information .......................... 12 Environmental and Other Regulation ... 81 Use of Proceeds ........................ 13 Legal Proceedings ...................... 83 Capitalization .......................... 14 Management ........................... 85 Ratio of Earnings to Fixed Charges ..... 15 Share Ownership ...................... 97 Exchange Rate Information ............. 16 Certain Relationships and Related Selected Consolidated Financial Transactions ......................... 98 Information .......................... 17 Description of Other Indebtedness ...... 100 Pro Forma Combined Statement of Description of the Bonds ............... 102 Operations for the year ended March Taxation ............................... 125 31, 2000 ............................. 20 Underwriting .......................... 131 Management’s Discussion and Analysis Notice to Canadian Residents .......... 133 of Financial Condition and Results of Legal Matters .......................... 134 Operations .......................... 23 Experts ................................ 134 Overview of Our Businesses ............ 41 Service of Process and Enforcement of History and Recent Developments ...... 44 Civil Liabilities ...................... 134 Our Communications Networks Where You Can Find More Business............................. 47 Information. ......................... 135 Our Communications Services Index to Consolidated Financial Business............................. 54 Information .......................... F-1 Our Mobile Communications Business .. 58 You should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is different. This document may be used only where it is legal to sell these securities. The information in this document may only be accurate on the date of this document. We have not taken any action that would permit a public offering to occur in any jurisdiction other than the United States. Persons who possess this prospectus should learn about and observe any restrictions as to the offering of the bonds and the distribution of this prospectus. Dealer prospectus delivery obligation Until ▲October 9, 2000 (25 days after the commencement of the offering), all dealers that effect transactions in these securities in the United States, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions. 1 3.8.7 29025 TX 2 Project Marlin Prospectus p15 AOGps 18 AUG 00 00:46 R. R. DONNELLEY LON(•• ) LON00000/20000 011 44 20 7330 1600 CB 01 SEP 00 22:30 PROSPECTUS SUMMARY We are a global group focused primarily on the communications market. Our communications business activities include developing and supplying communications and data networking equipment and services. In addition, we have businesses that focus on medical, commerce and data systems markets for high technology products and services. Our businesses We operate three communications businesses: communications networks, a U.S.-based business that designs and supplies communications systems comprising a broad range
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