SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the Month of DECEMBER 19, 2002 Commission file number: 0-30924 MARCONI PLC (Exact name of Registrant as specified in its Charter) One Bruton Street London W1J 6AQ England (Address of principal executive offices) (Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.) Form 20-F X Form 40-F (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.) Yes No X CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS In order to utilize the "Safe Harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 (the "Reform Act"), Marconi plc ( the "Company") is providing the following cautionary statement. Except for historical information contained herein, statements contained in this Report on Form 6-K may constitute "forward-looking statements" within the meaning of the Reform Act. The words "believe", "anticipate", "expect", "intend", "estimate", "plan", "assume", "positioned", "will", "may", "risk" and other similar expressions which are predictions of or indicate future events and future trends which do not relate to historical matters identify forward-looking statements. Reliance should not be placed on such statements because they involve known and unknown risks, uncertainties and other factors which are in some cases beyond the control of the Company, together with its subsidiaries (the "Group"), and may cause the actual results, performance or achievements of the Group to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements (and from past results, performance or achievement). Certain factors that may cause such differences include but are not limited to the following: (1) any major disruption in production at our key facilities; (2) changes in the environmental, tax and other laws and regulations, which, among other things, could cause us to incur substantial additional capital expenditures and operation and maintenance costs; and (3) adverse changes in the markets for our products, including as a result of increased competition in the highly competitive international markets for such products. These and other risks, uncertainties and factors are discussed in the Company's Registration Statement on Form F-1 and other filings with the Securities and Exchange Commission, including this Form 6-K. Shareholders and prospective investors are cautioned not to place undue reliance on these forward-looking statements which speak only as to the Company's judgment as of the date hereof. Any such forward-looking statements are not intended to give any assurance as to future results. The Company undertakes no obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information or future events or circumstances or otherwise. MARCONI AND RT GROUP AGREE CAPITAL RETURN FROM ULTRAMAST JOINT VENTURE Agreement to return GBP45 million cash to Marconi and settle all outstanding litigation relating to Ultramast joint venture London - December 19, 2002 - Marconi plc (MONI) today announced that Marconi Corporation plc has reached agreement with RT Group plc (in members' voluntary liquidation), and its subsidiary RT Group Telecom Services Limited, on a return of capital from Ultramast, the joint venture set up in December 2000. Subject to completion of the reduction of capital, the agreement provides for both companies to waive all outstanding litigation relating to the joint venture. On completion, RT Group will assume full control of all of Ultramast. Upon completion of the reduction of capital, which is expected in February 2003, Marconi should receive approximately GBP45 million in cash, of which approximately GBP20 million was paid into court pending the outcome of a lawsuit between the parties in August 2002. The agreement proposes that approximately GBP8 million cash will remain in Ultramast to finance ongoing operations following completion of the reduction of capital. ENDS/... About Marconi plc Marconi plc is a global telecommunications equipment and solutions company headquartered in London. The company's core business is the provision of innovative and reliable optical networks, broadband routing and switching and broadband access technologies and services. The company's aim is to help fixed and mobile telecommunications operators worldwide reduce costs and increase revenues. The company's customer base includes many of the world's largest telecommunications operators. The company is listed on the London Stock Exchange under the symbol MONI. Additional information about Marconi can be found at www.marconi.com. This press release contains forward-looking statements with respect to products, partners, customers, future growth and other matters. Please refer to the Form 20-F report and Form 6-K reports filed by Marconi plc with the United States Securities and Exchange Commission for a discussion of risks that could cause actual results to differ materially from such statements. Copyright (c) 2002 Marconi plc. All rights reserved. All brands or product names are trademarks of their respective holders. Contacts Joe Kelly/David Beck Public Relations Marconi PLC +44 (0) 207 306 1771 joe.kelly@marconi.com Heather Green Investor Relations Marconi PLC +44 (0) 207 306 1735 heather.green@marconi.com SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MARCONI PLC By: ____M Skelly____ Name: M Skelly Title: Secretary Date: DECEMBER 19, 2002