TCRAP_Public/000223.MBX      T R O U B L E D   C O M P A N Y   R E P O R T E R

                            A S I A   P A C I F I C

        Wednesday, February 23, 2000, Vol. 3, No. 37


* C H I N A  &  H O N G  K O N G *

CHEUNG KONG: Focus moves to Internet from construction
CHIEFUND ENTERPRISES (GROUP)LTD: Facing winding up petition
CHIT LEE MARBLE & MINERALS CO.: Facing winding up petition
COLLECTION INTERIOR LTD: Facing winding up petition
HENDERSON WHAMPOA:Focus moves to Internet from construction
LEADING SPIRIT HIGH-TECH: To bid on Fujian cable-TV firm
MALAYSIA ELECTRIC CORP.(HK)LTD: Facing winding up petition
ROCKWAY TRADING LTD: Facing winding up petition
SINO LAND: Focus moves to Internet from construction
STRONG HAPPY DEVELOPMENT LTD: Facing winding up petition
SUN HUNG KAI: Focus moves to Internet from construction
WHARF PROPS.: Focus moves to Internet from construction

* I N D O N E S I A *

PT BAKRIE FINANCE CORP.: Bankruptcy filed against it

* J A P A N *

MYCAL CORP.: To liquidate 13 subsidiaries in rehab
NIPPON CREDIT BANK: Softbank appears likely buyer
TORAY INDUSTRIES: Lowers FY99 group forecast, sees net loss

* K O R E A *

DAEWOO GROUP: Some motor bidders interested in other firms
DAEWOO MOTOR: 5 bids expected to be received
SAMSUNG MOTOR: Renault done with due diligence

* M A L A Y S I A *

PUNCAK VISTA SDN: In default on loan
TENGGARA CAPITAL: To refine its core business
TIME ENGINEERING BHD: Names debt revamp advisers

* P H I L I P P I N E S *

BACNOTAN CEMENT CORP.: SEC approves merger
BW RESOURCES CORP.: Scandal sparks sell-off of RP stocks
HI-CEMENT CORP.: SEC approves merger
HI CEMENT CORP.: Shares to resume trading
MONDRAGON INT'L PHILIPPINES: Still awaits bridge financing
NEW FRONTIER SUGAR CORP.: Another Sia firm has debt woes
PHILIPPINE GLOBAL COMMOS.: Asks creditors for 60-day review
PIEDRAS PETROLEUM CO.: Court lifts auction suspension order
SOUTHEAST ASIA SUGAR MILL: Another Sia firm has debt woes
SOUTH PACIFIC SUGAR CORP.: Another Sia firm has debt woes
UNIWIDE GROUP: Creditors 'open' to debt payment proposal

* S I N G A P O R E *

CLOB INT'L: SC okays Bintang Melewar proposal

* T H A I L A N D *

JASMINE INT'L: Debt postponement approved
KUANG PEI SAN FOOD PRODUCTS: Reports rehab progress to SET
NAKORNTHAI STRIP MILL: Notifies SET of debt restructuring
SIAM SYNTECH CONSTRUCTION: Reports rehab plan vote to SET
THAI MILITARY BANK: Struggles with capital raising
WIRELESS COMMO.SERVICE CO: TAC has four buyers for it

C H I N A  &  H O N G  K O N G

CHEUNG KONG: Focus moves to Internet from construction
HENDERSON WHAMPOA:Focus moves to Internet from construction
SINO LAND: Focus moves to Internet from construction
SUN HUNG KAI: Focus moves to Internet from construction
WHARF PROPS.: Focus moves to Internet from construction
A shift in focus by several major developers to the high-
flying Internet sector at the expense of new housing
projects is causing alarm in the local construction

Major property developers such as Cheung Kong, Sun Hung Kai
Properties, Sino Land, Wharf Properties and Henderson Land
are now devoting much of their attention to Internet
ventures. Construction consultants warned an increasing
amount of construction companies were falling into the red
after being starved of new projects as developers are
injecting less cash into property ventures.

The public frenzy for shares of, a company
controlled by Cheung Kong and Hutchison Whampoa, will
further encourage other property companies to shift funding
to the Internet sector, analysts say.  The property
downturn of the past two years had already hit the
construction industry.

Expenditure in the private property sector, estimated to
account for half of the construction total in Hong Kong,
dived by roughly 40 per cent in two years.  The lack of new
projects, coupled with declining market prices, was likely
to force many companies into liquidation, they warned.

"There are many construction companies in Hong Kong that
are not trading profitably at the moment," said Chris
Morgan, managing director of Cannonway Consultants.

While it is widely believed the property market had
bottomed out, the construction industry still complains of
an inadequate workload.

"I don't see (developers) spending more money and also I
don't see them begin to commit to new projects," Mr Morgan
said. "That is normal, they want to put their money where
they can get a return. At the moment they are not seeing
such a good return from property investments."

"There is no incentive in the property and retail markets
at the moment. If people are not buying, private developers
will not build and that is going to slow down the
recovery,'' he added. "The (increase) in workloads and
improvement in the industry may not be happening as quickly
as we first thought."

The construction industry in Hong Kong has faced a
difficult time since the completion of major infrastructure
projects such as the new airport, and this coincided with
the Asian economic crisis. Currently the market has
construction work worth between $100 billion and $120
billion per quarter, mainly supported by public housing
assignments and a few infrastructure projects from the KCRC
and MTRC.

Contributions from the private property sector have been
contracting.  The government has long been a major
developer but its recent expenditure on building projects
had been also flat, Mr Morgan said.  As a result, the few
major contracts had been keenly contested and had almost
forced some contractors out of the market.

"The problem is that the engineering of these projects is
highly risky. There are so many unforseen factors which
make the contractors unsure of what the job will actually
cost them," Mr Morgan said. "With the highly competitive
offer being made by the construction companies there is
almost no scope in the price to accommodate these
difficulties on major engineering projects, which makes the
constructors' situation even worse. Last year saw a number
of companies go into liquidation and I suspect that will
carry on. Many of them have probably been living with that
situation for a while and they are now very careful about
how to sustain the business."

"Some companies are even thinking not to contend for the
KCRC West Rail project because of the high risk and low
price," he added. "They think it is safer not to take on
the project."
He also pointed out that not only the physical terrain had
become more demanding, but also the nature of the
contracting business had changed.

"The stringent contract requirements of the new airport
substantially altered the standard of contracts in Hong
Kong and constructors need to upgrade themselves to
accommodate that change."

Above all, he said companies should pursue good management
both in operations and finances to maintain some sort of
profit. Mr Morgan believes there is room for improvement
for most of Hong Kong's construction companies and that
they should seek to run their business in a more effective,
flexible and innovative way.  (Hong Kong Standard  21-Feb-

CHIEFUND ENTERPRISES (GROUP)LTD: Facing winding up petition
The High Court of Hong Kong SAR, Court of First Instance,
has scheduled a hearing for March 15 on the petition of Yue
Xiu Metals & Minerals (Company)Limited for the winding up
of Chiefund Enterprises (Group) Limited. A notice of legal
appearance must be filed on or before March 14.

CHIT LEE MARBLE & MINERALS CO.: Facing winding up petition
The High Court of Hong Kong SAR, Court of First Instance,
has scheduled a hearing for March 1 on the petition of The
Hongkong and Shanghai Banking Corporation Limited for the
winding up of Chit Lee Marble & Minerals Co. Ltd. A notice
of legal appearance must be filed on or before February 29.

COLLECTION INTERIOR LTD: Facing winding up petition
The High Court of Hong Kong SAR, Court of First Instance,
has scheduled a hearing for March 22 on the petition of Yue
Po Engineering Company Limited for the winding up of
Collection Interior Limited. A notice of legal appearance
must be filed on or before March 21.

LEADING SPIRIT HIGH-TECH: To bid on Fujian cable-TV firm
Mainland Internet and cable-TV investment plans have thrown
a lifeline to yet another ailing Hong Kong listed company
with a highly controversial history.  Following on its
February 9 announcement that it planned to take a
controlling stake in a proposed Beijing-based Internet
service provider, loss-making TV and washing machine
manufacturer Leading Spirit High-Tech on Friday said it was
making a bid for a 30 per cent stake in a proposed Fujian
cable-TV operation.

The announcement came after shares in Leading Spirit were
suspended in the afternoon, but not before they had soared
35 per cent, or 21 cents, to 81 cents - ranking the counter
in the top 10 market gainers.  Leading Spirit said it would
be granted an option to buy the stake in the mainland cable
operator when "such a purchase is permissible".

Presently the central Government bars foreign firms owning
stakes in mainland cable operators and there is no
impending change in the policy expected.  At 2.32 billion,
the volume of Leading Spirit shares traded before its
suspension was the second-highest on the market on Friday,
and about 21 times average daily volumes in December last

The last time shares in Leading Spirit were traded in such
huge volumes, the Securities and Futures Commission sought
the assistance of the China Securities Regulatory
Commission in investigating the activity, since the
company's chairman, Wong Shi-ling, lived in the mainland.
At that time, the SFC said there were signs that the
trading was conducted by a small group of people among

Earlier this month, Leading Spirit shares were again
suspended after the Hong Kong stock exchange queried
abnormal movements in its share price, and having ended at
32 cents on February 1, resumed trading on February 10 to
close at 53 cents.  That jump was prompted by news that Mr
Wong's Leading Spirit proposed paying the equivalent of
$162.4 million - $32.89 million in cash and the rest in
shares - for a 55 per cent stake in SinoOnline Network
which provides technical support to Han Tong Communication

Han Tong, a Beijing-based Internet service provider, is yet
to begin operating or generating any revenues but was
reported by Leading Spirit to have rights to provide a
satellite-based broadband network.

Following Friday's suspension, Leading Spirit said it would
be granted an option to take a 30 per cent stake in a
company which was also yet to begin operating, but planned
to provide technical support to a cable TV network yet to
begin operating in Fujian.

Mr Wong's bankers are likely to welcome the massive gains
prompted by this talk.  In November last year, bankers
struck a $1.04 billion debt restructuring agreement with Mr
Wong, who lost a fortune speculating on red-chip companies
with loans secured against his shares in Leading Spirit.
As part of the agreement, Mr Wong's bankers agreed to
restructure a large proportion of his debt into five-year
redeemable exchange notes.  (South China Morning Post  21-

MALAYSIA ELECTRIC CORP.(HK)LTD: Facing winding up petition
The High Court of Hong Kong SAR, Court of First Instance,
has scheduled a hearing for April 5 on the petition of Wong
Ka Fai for the winding up of Malaysia Electric Corporation
(HK) Limited. A notice of legal appearance must be filed on
or before April 4.

ROCKWAY TRADING LTD: Facing winding up petition
The High Court of Hong Kong SAR, Court of First Instance,
has scheduled a hearing for March 8 on the petition of Ho
Wai Hung for the winding up of Rockway Trading Limited. A
notice of legal appearance must be filed on or before March

STRONG HAPPY DEVELOPMENT LTD: Facing winding up petition
The High Court of Hong Kong SAR, Court of First Instance,
has scheduled a hearing for March 15 on the petition of
Newmode Investments Limited for the winding up of Strong
Happy Development Limited. A notice of legal appearance
must be filed on or before March 14.


PT BAKRIE FINANCE CORP.: Bankruptcy filed against it
Four creditors from Hongkong have filed a bankruptcy suit
against PT Bakrie Finance Corp. (JSX:MTFN) for failure to
repay a debt of US$ 11 million.

The four companies AB Capital Market Ltd (with credits US$
3 million), Cho Hung Leasing and Finance Ltd (US$ 3
million), Harimi Leasing and Finance Ltd (US$ 3 million),
and KEB Leasing and Finance (US$ 2 million) filed the
lawsuit at the Jakarta Commercial Court, sources at the
Bakrie Group told the newspaper Neraca.

The management of PT Bakrie Finance confirmed the move
taken by the four creditors, the paper said. The company
told the Surabaya Stock Exchange (SSX) that the debts, due
in May 1999, to the four companies constituted only 4% of
its total debts. The court is expected to start hearing
about the case on February 24.

The Bakrie Group, one of the largest bad debtors listed by
the Indonesian Bank Restructuring Agency, has already
restructured a large part of its debts, making the Bakrie
family a minority shareholder of the holding company.
(Asia Pulse  21-Feb-2000)


MYCAL CORP.: To liquidate 13 subsidiaries in rehab
Supermarket chain operator Mycal Corp. (8269) unveiled on
Monday a restructuring plan centered on liquidating 13
subsidiaries whose accumulated liabilities have exceeded
their assets.

The company will book an extraordinary charge of 57 billion
yen in conjunction with moves for the fiscal year through
Feb. 29, but it will offset that by selling stakes in group
firms to generate an extraordinary gain of 57 billion yen.

The plan calls for closing a supermarket subsidiary
expected to have an accumulated deficit of 15 billion yen
by the end of fiscal 1999. Mycal will shift some of the
subsidiary's operations to another unit and will relaunch
the firm as a convenience store on March 1.

A sporting goods specialty shop whose accumulated deficit
is projected to hit 8.2 billion yen at fiscal year-end will
be closed. Its product line will be slimmed down and
transferred to another subsidiary.

Meanwhile, Mycal's consumer electronics division will take
over business from a boutique that sold such goods but is
seen having an accumulated deficit of 12 billion yen by the
close of the fiscal year.

Mycal also lowered its fiscal 1999 consolidated earnings
projections. It now anticipates a group pretax profit of
100 million yen, down from the previously forecast of 20
billion yen, and is also eyeing a 6 billion yen group net
loss despite earlier expectations of 300 million yen in
profit. (Nikkei  22-Feb-2000)

NIPPON CREDIT BANK: Softbank appears likely buyer
The Japanese government will this week choose a group of
companies led by Internet financier Softbank Corp. as the
best candidate to buy nationalized Nippon Credit Bank Ltd.,
a move that reflects the country's attempt to switch from
an "old economy" model to a "new economy," according to
people familiar with the situation.

The Financial Reconstruction Commission, a government-
appointed committee charged with selling Nippon Credit,
will will as early as Thursday give deal-negotiating rights
to Softbank, along with partners Tokio Marine & Fire
Insurance Co. and Ori Corp., according to people close to
the negotiations. The comission chose the Softbank group
over rival bidder, Cerberus Capital Management of the U.S.,
because they liked its vision for the future of the bank,
the people said.

The decision to sell Nippon Credit to the Softbank group
puts one of Japan's biggest and most traditional lenders
into the hands of some of the country's most dynamic
companies - all of them newcomers to banking.

Nippon Credit, which collapsed in 1997 under the weight of
trillions of yen in bad loans, funded much of the real-
estate development and construction boom that accompanied
Japan's growth during most of the late 1900s. Softbank, on
the other hand, is one of Japan's most aggressive sponsors
of online business, and is pioneering infrastructure in
Japan to deliver banking and other financial services over
the Internet.

Orix, the biggest leasing company in Japan, is also one of
the country's most innovative investors and an outspoken
advocate of managerial reform.  Tokio Marine, the biggest
casualty insurer in Japan, has managed to keep healthy
during a time of decline for much of the country's
financial industry, and boasts one of the highest credit
ratings in the country.

The newly incarnated Nippon Credit will be led by Tadayo
Homma, a former director of Japan's central bank, the Bank
of Japan, said a person familiar with the deal. (The Asian
Wall Street Journal  21-Feb-2000)

TORAY INDUSTRIES: Lowers FY99 group forecast, sees net loss
Toray Industries Inc. (3402) said Monday it expects to post
a net loss of 65 billion yen for the year ending March 31,
compared with an earlier forecast of 12 billion yen in net

The change was attributed to a 105 billion yen write-off of
unfunded pension obligations and 12 billion yen in
appraisal loss on real estate holdings for sale.  The
slumping market for the company's mainstay chemicals and
fiber also forced it to trim group pretax profit estimates
to 24 billion yen, 10 billion yen less than the initial
projection and down 42% from a year earlier. Despite the
decline, however, the company will maintain its annual
dividend at 7 yen.

Japan's top producer of synthetic fiber is facing 325
billion yen in retirement allowance and pension
obligations, while its pension scheme holds only 180
billion yen in assets and 40 billion yen in reserves set
aside for future severance pay.
The appraisal loss on property holdings for sale was
incurred by a construction subsidiary, which reassessed its
land and condominiums for sale at market value, in line
with new accounting standards. At book value, the
properties are worth 20 billion yen.

Group operating profit is seen falling 33% to 32 billion
yen. The chemicals division expects a 50% drop in operating
profit to 9 billion yen and fiber operations see profit
staying flat at around 16 billion yen. The
housing/engineering division will remain in the red,
forecasting an operating loss of some 1 billion yen.

For the year through March 2001, the company expects group
pretax profit to surpass 34 billion yen, up 42%.  (Nikkei


DAEWOO GROUP: Some motor bidders interested in other firms
Ford Motor Co. and Fiat SpA, companies already showing
strong interest in acquiring Daewoo Motor and Ssangyong
Motor, are reportedly interested in acquiring other Daewoo
affiliates, including Daewoo Motor Sales, Daewoo Capital
and Daewoo Telecom's automotive transmission plant,
industry sources and creditor bank official said yesterday.

The Daewoo Corporate Restructuring Committee has put up for
sale the conglomerate's domestic and overseas production
facilities, Ssangyong Motor and the additional
subsidiaries. The committee is reportedly willing to allow
partial sales of the conglomerates assets.

The restructuring committee sent out invitations for bids
last week and plans to receive applications by Tuesday,
taking international time differences into consideration.
In interviews with foreign media, Ford and Fiat recently
announced their intentions to take part in the bid for
Daewoo Motor.

The participants in the bid will receive financial data on
Daewoo Motor from the restructuring committee by the end of
this month, before conducting due diligence on the
carmaker. (Korea Herald  21-Feb-2000)

DAEWOO MOTOR: 5 bids expected to be received
With the deadline for submitting letters of intent to
participate in the bid for Daewoo Motor set for Monday, the
ailing auto firm and its creditors expect to receive
proposals from five out of the six auto firms invited to

According to Daewoo Motor, Ford and Fiat have already
contacted overseas broker Morgan Stanley to indicate
interest in taking over not only the passenger car division
of Daewoo Motor, but also affiliates Ssangyong Motor,
Daewoo Capital, Daewoo Motor Sales and Daewoo Telecom's
transmission division. GM has also already stated it would
be interested in making a similar package takeover.

Officials at Hyundai Motor say Korea's number one automaker
is also ready to participate in the Daewoo Motor bid,
disclosing that they have been in contact with various
local and overseas firms in the hope of striking up a
partnership for the takeover.

In addition, Cho Hung Bank, Ssangyong Motor's major
creditor bank, said it has been in contact with
DaimlerChrysler, suggesting that the local bank also is
interested in making a takeover bid.  (Digital ChosunIlbo

SAMSUNG MOTOR: Renault done with due diligence
Renault, a French car manufacturer, has completed its
inspection into the assets and debts of Samsung prior to
negotiating the purchase of the bankrupt auto maker.

Samsung sources said yesterday that Renault's inspectors
returned home last week after checking the financial sheet
of Samsung in Seoul and and its plant in Pusan.  Based on
the outcome of the inspection, Renault is expected to
present more details of its takeover plan during
negotiations with Samsung and its creditors, the sources

A Samsung official said the negotiations over the price of
the takeover will start late this month or early next
month. But it will take time to reach an agreement as
Renault is expected to slash the price Samsung offers, said
the official, refusing to elaborate.  (Korea Times  20-Feb-


PUNCAK VISTA SDN: In default on loan
Puncak Vista Sdn Bhd (PVSB), a 30%-owned associated company
of United Engineers (M) Bhd is still in default in its
payment of principal and interest on its RM363mil
syndicated term loan and convertible bank guarantee
facility and RM30mil revolving credit facility.

Both securities are secured against PVSB's 12.92-ha land
held under various land titles, all in Kuala Lumpur and a
debenture over all the assets of PVSB.  The debenture
empowers the agent bank for the facilities to appoint a
receiver and/or manager in the event of default but to-
date, no such notice had been received by PVSB.  (Star
Online  21-Feb-2000)

TENGGARA CAPITAL: To refine its core business
Tenggara Capital Bhd's fortunes are set to change for the
better with the recent entry of a new substantial
shareholder and the transformation of its core business
into petroleum and petroleum based products.
The low profile cement and timber outfit will also undergo
a name change to Tenggara Oil Bhd to better reflect its new
status as an independent petroleum-based company.  Analysts
have recommended a buy for Tenggara's shares as the change
in its core business is seen as a positive move by the
group, which will completely cease its cement operation.

This move could create speculative interest among investors
as Tenggara's ratings are considered as undemanding at 1.77
times in view of its new found business, said the analyst.
Technically, Tenggara's share price has successfully
breached its major resistance of RM1.92 and a target of
RM2.90 to RM3.00 is seen as within reach.

On Feb 11, Tenggara executive chairman Datuk Dr Kamal Salih
announced that he was selling 19% of his total 54% stake in
Tenggara to Datuk Paduka LMN Affendi Long Ibrahim of the
Petmal Group at RM2.50 per share.  There is also an option
for Affendi to raise the stake by another 21% within six

If he were to take up the option, Affendi will ultimately
become the new substantial shareholder with a 40% stake in
Tenggara. OCBC Securities (Melaka) Sdn Bhd head of research
Franklin Tan said Tenggara would definitely in for some
exciting times. Tan expects Tenggara to announce more
ventures, particularly in oil and gas exploration, which
can be lucrative.

On Feb 10, Tenggara entered into an agreement with Petmal
Oil (M) Sdn Bhd to form a 51:49 joint venture company
incorporated in Labuan known as Tenggara International
Petroleum Corp Ltd (Tipco).  Tipco, which has an authorised
capital of US$10mil and paid-up capital of US$1mil, will be
mainly involved in the trading of oil and gas for the
international market.

Following the announcement, Tenggara signed a letter of
intent to purchase three subsidiaries of Petmal Group which
are engaged in the manufacture and marketing of petroleum
products, including lubricants and bitumen.  Tan said these
new business ventures would provide a steady earnings
stream for Tenggara.

Total turnover for Petmal is about RM100mil with annual
profits between RM4mil and RM5mil.  Affendi said recently
that Petmal controlled a market share of 12% and 15% in the
petroleum and bitumen products market.  Tan said these new
business ventures were expected to contribute about 3.5 sen
to Tenggara's net earnings per share.

He said that group earnings would also be further enhanced
by the lower interest expense after the full repayment of
bank borrowings of RM87.5mil.  Tan also commended Tenggara
for making major adjustments by "de-gearing" its balance
sheet through the sale of major assets since the economic

Tenggara has been pursuing the sale of assets such as
Prestige Sdn Bhd in Dec 1998 for RM7.5mil, its 70% stake in
Tenggara Cement Manufacturing Sdn Bhd (January 1999 for
RM112mil), disposal of 229.6 acres in Rawang (October 1999
for RM54mil) and a 30% stake in Tenggara Cement
Manufacturing (January 2000 for RM48mil).

Tan said the total asset sales, which are expected to be
fully completed by end of this month, will see total sales
proceeds estimated at RM221.5mil.  By then, he said,
Tenggara would revert to a net cash position from its
current borrowings of RM87.5mil. Tan said Tenggara had also
successfully repaid its RM50mil bond, which matured in
February last year, which is rare for a small capital
company especially after the recent crisis. He attributed
this to Datuk Kamal's influence and connections. Kamal was
formerly the head of the country's corporate think-tank,
Malaysian Institute of Economic Research.

An analyst with a local stockbroking firm said the new
substantial shareholder, Datuk Paduka Affendi, would give
Tenggara a a new lease of life, especially since Tenggara
is now left with no business activity following the sale of
its main asset, the cement plant.  He said Affendi's 21
years' experience in the manufacture and marketing of
petroleum products including lubricants and bitumen is
essential for the new Tenggara.

The Petmal Group, which has 12 subsidiaries, also has a
RM17mil petroleum-based plant in Malacca catering both to
the domestic and international markets.  The analyst
expects the proposed acquisition of Petmal's three
subsidiaries by Tenggara to also lead to further expansion
into the petroleum industry.

Among the areas highlighted were the manufacture and sale
of lubricants/transformer oil in the domestic and
international markets, expansion of Petmal's existing
marketing and distribution of fuels, lubricants and bitumen
from the peninsula into Sabah and Sarawak as well as
provision of bulk services for the chemical and petroleum
industries.  (Star Online  21-Feb-2000)

TIME ENGINEERING BHD: Names debt revamp advisers
Malaysia telecommunications firm Time Engineering Bhd
yesterday named its advisers in its debt restructuring
plan. They are Credit Suisse First Boston (Singapore) Ltd,
Arthur D Little (Malaysia) Sdn Bhd, NM Rothschild and Sons
(Singapore) Ltd, Commerce International Merchant Bankers
Bhd and three law firms.

Time said it plans to make a submission to market regulator
the Securities Commission by April 22 on the debt
restructuring proposal.

Under a plan to restructure 4.79 bil lion ringgit worth of
debt, Time said in January it would group all its
telecommunications assets under one subsidiary, Time
dotCom, which it would then list with an initial public
offer of 150 million shares at RM3 each.

Credit Suisse will review the business, network, operations
and financial position of Time dotCom, Time said. It will
also advise on Time dotCom's business strategy and refine
its existing business plan.  Arthur D Little will act as
independent feasibility consultants for Time En gineering
and Time dotCom and carry out a professional due diligence
of Time Engineering's business strategy.

Rothschild will be the independent financial adviser to
Time's creditors. The merchant bank will perform an
independent valuation of Time dotCom for the creditors.
Rothschild had earlier recommended that Time accepted a bid
by Sin gapore Technologies Telemedia Pte Ltd for Time's
telecoms assets for RM1.8 billion, the highest of three
bids. Time re jected the offer, saying it fell far short of
its expectations. (Singapore Business Times  22-Feb-2000)


BACNOTAN CEMENT CORP.: SEC approves merger
HI-CEMENT CORP.: SEC approves merger
The cement sector gets a big boost after the Securities and
Exchange Commission (SEC) approved the merger of three
publicly-listed cement subsidiaries of Bacnotan
Consolidated Industries, Inc. thus making it one of the
biggest conglomerates in the country today.

The newly merged cement companies are Bacnotan Cement
Corporation, Davao Union Cement Corporation and Hi-Cement
Corporation, a statement sent to the local bourses said.
The merger was unanimously approved by the shareholders of
the three cement companies, although the surviving entity
remains to be Hi-Cement, which is now renamed Union Cement
Corporation (UCC).

The UCC statement added that the merger now brings a total
cement capacity volume of 5.7 million metric tons per year,
to be sourced out from its four plants in La Union, two in
Bulacan, and one in Davao.

"The merger is expected to increase operating synergies,
such as in sourcing products from different plants to serve
different market areas," UCC said.

Consequently, the marriage of the three cement firms
prompted it to issue new UCC shares in exchange for shares
of Bacnotan Cement and Davao Union by multiplying the two
companies stock certificates by 3.815 and 0.571,
respectively, in exchange for new UCc shares.

The swap deal was in accordance with the exchange ratiomn
stated in the merger plan approved by the boards of
directors, shareholders and the SEC. But the Philippine
Stock Exchange (PSE) tasked the Bacnotan Cement
and Davao Union to hold and trade their Bacnotan Cement and
Davao Union shares without exchanging their shares with the
new UCC shares.

However, after a lapse of 30-day period, the shares of the
two cement firms can no longer be traded on the PSE as UCc
shares unless the shares are first exchanged for new UCC
shares. Moreover, the UCC explained that the shares of
Bacnotan and Davao Union can be swapped for new UCC shares
uding the above ratios at any time by surrendering the
stock certificates to UCC's stock transfer agent in Makati

One thing good about the merger is that UCC has committed
to assume all outstanding debts of Bacnotan Cement and
Davao Union, including the convertible notes the two cement
firms issued in the first half of last year.  (Balita News

BW RESOURCES CORP.: Scandal sparks sell-off of RP stocks
"Programmed selling," a trader at a foreign brokerage said.
And nothing, it seems, can convince foreign investors right
now to get back into the local stock market.

Massive foreign selling triggered by charges of stock
manipulation and insider trading in gambling firm BW
Resources Corp. and the sharp decline on Wall Street
dragged share prices at the Philippine Stock Exchange to a
new 14-month low.

A governor of the Philippine Stock Exchange said it was not
the probe of BW itself that was hurting the market but the
concerns it has raised over a return of cronyism.  The 30-
share composite index dropped 50.44 points to close at a
new 14-month low of 1,833.84 points, its lowest close since
Dec. 15, 1998.

A total of 7.020 billion shares worth P2.75 billion changed
hands from Friday's 6.259 billion shares worth P1.7
billion.  The index has already lost 10.4 percent since
Feb. 10 when it began an almost daily decline. It rose 0.8
percent Friday on a technical rebound.  The broader All
Shares Index fell 15.44 points to 631.31. Losers
overwhelmed gainers 79 to 33, with 39 issues unchanged.

"It was programmed selling," said a trader at one of the
foreign brokerage houses that sold down Manila Electric Co.

Meralco's widely traded B shares led the market's retreat
on foreign selling. The B shares, open to both foreign and
local investors, plunged P12, or 12 percent, to close P86.
Analysts said foreign investors sold more stock than they
bought last week. They were in fact net sellers of P245.6
million worth of stocks each day last week.

Traders said foreign investors' waning confidence in the
Philippine market as a result of the BW investigation
sparked the sell-down. BW fell 45 centavos to P3.15.
Traders said investors continued to exercise caution
following the release of PSE report implicating BW owner
Dante Tan and at least 11 brokerage houses in stock
manipulation and insider trading in BW shares. Tan is a
friend of President Estrada.

"It's not BW per se, but the notion that some presidential
friends are getting some special deals," said Joey Roxas,
PSE governor and president of Eagle Securities.

He was referring to allegations by Securities and Exchange
Commission Chair Perfecto Yasay that Mr. Estrada had called
him up several times last year to ask him to terminate the
probe on BW and clear Tan of wrongdoing.  The charges were
denied by Mr. Estrada whose administration has been
besieged by criticism of its alleged inefficiency and of
giving favored treatment to friends and relatives.

"This is really bad not just for the stock market but for
investments in general because friends or cronies, or
whatever you might call them, might be getting special
deals that other people . . . might not be able to get,"
Roxas said.

Cilette Liboro, head of research at Orion Squire-Capital,
traced the sell-down to "internal concerns on BW Resources
as well as concerns of another round of (interest) rate
hikes in the US that weighed on the Dow.

She added that the 295.05-point drop in the Dow Jones on
Friday aggravated the situation.  Liboro said some
investors may selectively nibble on shares whose prices
have dropped to bargain lows this week, but noted that
further losses are expected.

"Definitely the market is still on its way down to test a
certain bottom at 1,800," Liboro said.

The PSE report has been submitted to Yasay who said a
"charge sheet" on Tan would be out this week to determine
whether a criminal case could be built against him. Even
so, there were also concerns on the outcome of the case.
"There are fears that the closure (of the case) will not
yield satisfactory results as far as investors are
concerned," Liboro said.

Yasay admitted no one had yet been successfully prosecuted
for insider trading or price manipulation since the SEC was
established in 1936.  Ruben Ladia, director of the SEC
prosecution and enforcement department tasked to validate
and verify the PSE report, said that it would take "years
for a thorough and complete investigation."

Ladia admitted his department would not be able to wrap up
the investigation by March 25 when Yasay is expected to
step down as SEC chair.

"They (PSE investigators) only made mention of a few
persons there. If we have to conduct a thorough
investigation, we have to widen the scope," he said.

PSE president Jose Luis Yulo said he was confident that the
SEC investigation and other separate inquiries by other
agencies would confirm the findings of the PSE report.
The BW fiasco is also being investigated by the Senate
committee on banks and financial institutions, Department
of Finance, Bureau of Internal Revenue and Bangko Sentral
ng Pilipinas.  BSP Governor Rafael Buenaventura said the BW
fiasco had also made a negative impact on the peso.

"I am sure there was an outflow because of the usual knee-
jerk nervousness of currency investors who are watching
closely what the government would do on BW," Buenaventura

The peso yesterday closed slightly lower against the dollar
in active trading. The dollar closed at P40.680 on the
Philippine Dealing System, up slightly from Friday's close
of P40.670.  Over the weekend, Socioeconomic Planning
Secretary Felipe Medalla admitted that the government was
far from restoring confidence in the stock market, despite
assurances from Mr. Estrada.

"I think the (government's) statements are very important,
but clearly, knowing how these investors behave, they will
wait and see until they see more concrete follow-up
statements from the President," Medalla said. (Philippine
Daily Inquirer  22-Feb-2000)

HI CEMENT CORP.: Shares to resume trading
Trading in Hi Cement Corp. shares will resume on Feb 22
after the Philippine Stock Exchange approved its request to
list more shares to cover its merger with Davao Union
Cement Corp and Bacnotan Cement Corp, the PSE said in a

Hi Cement, the surviving entity, will be renamed Union
Cement Corp. Union Cement will issue an additional 2.82
billion shares more to accommodate the share swap among the
three companies. Trading in the three cement companies was
suspended on Feb 10. (Manila Bulletin  22-Feb-2000)

International Container Terminal Services Inc. unit ICTSI
International Holdings Corp. has set a provision of $40
million for the write off of its port project in Santa Fe
province in Argentina, ICTSI chief finance officer Roberto
Jayme said.

"An ICTSI subsidiary, ICTSI International Holdings Corp, is
making a provision of $40 million to write off the Port of
Rosario project," Jayme said. Jayme said ICTSI expects the
write off to translate to a loss of P600 million for 1999.
"The P600 million loss is a rough, unaudited, unofficial
estimate of the effect of writing off the Rosario Port
project on ICTSI at the parent level," he said. (Manila
Bulletin  21-Feb-2000)

MONDRAGON INT'L PHILIPPINES: Still awaits bridge financing
Listed leisure firm Mondragon International Philippines,
Inc. (MIPI) has postponed for the third time its annual
stockholders meeting after the company failed to raise the
money needed to regain control of the 215-hectare Mimosa
Leisure Estate in Clarkfield, Pampanga. MIPI is supposed to
hold the meeting today.

Acting corporate secretary Pierre Paul S. Buhay said the
meeting will have to be deferred by another two months to
May 22 as it will "facilitate and expedite" the release of
funds from a US trust company. MIPI has been in
negotiations with California-based First National for an
P8-billion refinancing package.

Mr. Buhay said the first tranche of the bridge financing --
amounting to $14 million -- is expected within 30 days. A
portion of the amount may be used to pay 325-million-peso
(US$8 million at PhP40.684:US$1) rental obligations to
Clark Development Corp.

The firm said the two-month period will "enable the
management to fully realize a possible solution to the
Mimosa problem brought about by recent developments."

President Joseph Estrada recently appointed a new president
for Clark Development Corp. (CDC) in the person of Sergio
Naguiat to replace Rufo Colayco whose resignation was
accepted by the President.  The new CDC management has
reportedly expressed willingness to negotiate with MIPI and
will reportedly allow the listed firm to operate Mimosa
once it is able to settle its obligations.

MIPI said the two-month period will allow them to pursue a
"win-win solution" being proposed to the Estrada
government. Earlier, MIPI president Jose Antonio Gonzalez
proposed the opening of the Mimosa Regency Casino and split
its net earnings into half with the government taking the
majority share.  However, the Philippine Amusement and
Gaming Corporation has consistently denied this petition,
demanding MIPI to pay PhP120 million ($2.9 million) in
obligations. It likewise advised MIPI to apply for a new
gaming license as its previous one has allegedly been

MIPI's major creditor banks are planning to start the
acquisition of the estate's major assets as payment for the
company's PhP6-billion ($147.5 million) loan obligations.
CDC has received an offer from the Bank of Commerce for the
purchase of the 36-hole golf course within the leisure

However, Mr. Gonzalez said its creditors could not possibly
take over Mimosa, saying the case is still being litigated
and that "the decision (on CDC's takeover) is not yet

Twenty creditor banks have grouped together to sue any
party that will attempt to lease any portion of the Mimosa
Estate in order to protect their interests. MIPI's 1998
annual stockholders meeting was supposed to be held in
September of last year. However, this has to be reset to
November and later on to May in a bid to raise fresh
capital. (Business World  22-Feb-2000)

NEW FRONTIER SUGAR CORP.: Another Sia firm has debt woes
SOUTHEAST ASIA SUGAR MILL: Another Sia firm has debt woes
SOUTH PACIFIC SUGAR CORP.: Another Sia firm has debt woes
Another big sugar conglomerate based in Bacolod has raised
the distress flag--the group of controversial trader
Margarita Sia, allegedly the head of a cartel that corners
all sugar imports into the country.

Inquirer sources disclosed that New Frontier Sugar Corp.,
South Pacific Sugar Corp. and Southeast Asia Sugar Mill
Corp., three sugar mills and trading companies owned by
Sia, would convene all their creditor-banks within the next
few days to seek some relief on some P3.5 billion worth of

The sources said the cash flow of Sia's companies was
adversely affected by heavy trading losses as well as the
continuing slump in sugar prices.  The group's biggest
creditor-bank is United Coconut Planters Bank, which has an
exposure estimated at P1 billion. State-controlled Land
Bank of the Philippines, on the other hand, has about P700
million in outstanding loans to the group.

Sia made her fortune in flour and sugar milling/trading as
she used to distribute flour milled by the Gokongwei group.
Her family once owned the Khong Guan Biscuit Co.  She has
been controversial for the past few years for allegedly
smuggling sugar and heading a cartel that cornered sugar
imports. In 1998, out of the 45,000 metric tons of sugar
placed under the minimum access volume (MAV), which was
levied a preferential tariff rate of 50 percent, Sia's New
Frontier got the bulk of the MAV allocation.

Sia acquired Iloilo-based New Frontier with the financial
support of Henry Gokongwei, a family friend, from the
Lupingco sugar clan, while South Pacific and Southeast Asia
were bought from the Asset Privatization Trust as these
were once owned by Nasurefco. Her father owns a Pasig-based
sugar trading firm called Gerry Commercial Inc., named
after her brother.

New Frontier has a capacity of milling 3,500 tons of canes
a day, and South Asia, 4,000 tons per day. Southeast Asia
Sugar Mill is located in North Cotabato while South Pacific
is in Iloilo.
Sia is better known as a sugar trader than a miller.  Other
sources said Sia's group would convene a creditors' meeting
and request for some loan restructuring.

Instead of going straight to the Securities and Exchange
Commission to file for a petition for a suspension of debt
payments like what Victorias Milling Corp. did, the group
is expected to explore amicable arrangements with the

Without a restructuring of debts and a viable
rehabilitation plan, the sources said the sugar group would
be forced to default on its obligations.  Other options to
reduce debt would include asset-swap agreements or dacion
en pago or fresh equity infusion from a new investor.

In the case of Victorias, the country's biggest sugar mill,
the firm ran to the SEC in early 1997, saying its
operations were impaired by the country's over-importation
of cheap sugar. This was aggravated by the difficult
economic environment brought by the currency crisis.

Sia's three sugar firms have been controversial because at
one point, they cornered half of the total 300,000 metric
tons of the country's sugar trade, despite assurances by
the government that the sugar bidding process would not
encourage a monopoly in the sugar trade.

Sia has had some brushes with the Bureau of Customs. There
was an instance that the Sugar Regulatory Authority refused
to grant an import license to her companies because they
could not pay in full the P158-million sugar levy slapped
on some 30,000 MT of raw sugar imports. Sia insisted on
bringing in her imports through the Iloilo port, forcing
the BOC to seize the imports.  (Philippine Daily Inquirer

PHILIPPINE GLOBAL COMMOS.: Asks creditors for 60-day review
The new management team of telecommunications firm
Philippine Global Communications, Inc. (Philcom) is asking
its creditor banks for a 60-day period to study the
company's operations and financial status.

The international gateway facility operator recently
changed its management team after its president, Alex
Villamar, and chief financial officer, Roberto Valdez,
resigned from their posts early this year. Newly installed
by majority owner APC Group are Evelyn Singson as president
and Vicente J. Jayme as chief financial officer. APC is a
subsidiary of listed gaming firm Belle Corp.

In an interview with BusinessWorld, Mr. Jayme said the new
team is planning to review the company's current status
before deciding on restructuring its more than one-billion-
peso (US$24.6 million) loan with creditor banks.

"We're talking with all the banks now and we're asking them
to give us a period to review our operations which includes
our financials then go back to them later and see if we can
continue And if there's a need, then we're open to
restructuring the loans," he said.

The official said creditor banks amenable to the 60-day
study period include Solid Banking Corp. which leads the
syndicate group for Philcom's $2-million loan. (Business
World  22-Feb-2000)

PIEDRAS PETROLEUM CO.: Court lifts auction suspension order
The Sandiganbayan, the country's anti-graft court,
yesterday said the auction for 145 million shares in a
Bataan-based oil exploration company sequestered by the
government will resume after it was suspended a month ago.

A Sandiganbayan resolution released yesterday lifted the
suspension for the auction of shares owned by businessman
Rodolfo T. Arambulo in Piedras Petroleum Co., Inc.

"The resolution of this court promulgated on January 27,
2000 is hereby reconsidered and set aside, and the public
auction sale or sale of execution held in abeyance by the
resolution of this court is hereby allowed and ordered to
proceed in accordance with law," the Sandiganbayan
resolution said.

Piedras is one of the companies allegedly owned by Marcos
associate Roberto S. Benedicto. The company was sequestered
by the Presidential Commission on Good Government in 1987
along with other Benedicto-owned assets. Mr. Arambulo's
shares, 14% stake in Piedras, were originally set to be
auctioned at the ground floor of the Sandiganbayan on
January 28.

This was to implement a writ of execution issued by then
Sandiganbayan Justice Harriet O. Demetriou in 1998,
ordering the auction of Mr. Arambulo's shares in the
company after the Sandiganbayan established Mr. Arambulo's
ownership of the shares. But before the auction could take
place last month, the Office of the Solicitor General
questioned before the Supreme Court the legality of the
auction.  This led the Sandiganbayan to indefinitely
suspend the auction "in deference to the Supreme Court."
(Business World  22-Feb-2000)

UNIWIDE GROUP: Creditors 'open' to debt payment proposal
Creditor banks of the Uniwide Group of Companies are said
to be "open" to the proposed debt payment plan to pave the
way for the entry of Casino Guichard-Perrachon SA, France's
second-largest retail chain.

The Uniwide group and its financial adviser, Buenaventura,
Filamor and Echauz (BFE), last Thursday presented the
proposed restructuring plan to creditor banks. Uniwide has
11.1 billion Philippine pesos (US$272.8 million at
PhP40.684:US$1) in loans, of which PhP6.95 billion ($170.8
million) are owed to 13 creditor banks.

Under the proposal, cash payments to creditor banks will be
20% less than the amount due while cash payments to
suppliers and traders will be discounted 50%. "Interest
will be paid, penalties will be waived... The approach is
good. We will give it some consideration," a source from
one of the creditor banks said. Another source said the
proposal is "one-sided" as it will benefit only the Uniwide

The source added creditor banks are "under pressure" to
agree to the plan as it is crucial to Casino's entry.

"Out of all the creditor banks, if one does not agree, the
rehabilitation plan will not push through," the source
said. Aside from cash payments, the Uniwide group will also
service its debts through a dacion en pago or debt-for-
asset swap arrangement.

The sources said the pricing of the properties will be
based on the average valuation of four independent
appraisers, which include Cuervo Appraisal and Asian
Appraisal. Uniwide will also get a 20% discount on payments
through dacion en pago.

"The terms and conditions will be uniform for all banks...
The average appraisal, compared with the more conservative
in-house valuation of the bank, is still higher. Some banks
will end up releasing some of the collateral. If you are
fully secured, why agree to that?" one of the sources said.
The other source said Uniwide and the creditors must come
to an agreement by June this year.

Casino has earlier agreed to put in PhP3.57 billion ($87.7
million) into the cash-trapped group of companies, enabling
it to own more than 80% of the group. It's investment will
be used to pay off obligations not settled through debt-
asset swap, allowing repayment of all obligations of listed
Uniwide Holdings, Inc. (UHI), Uniwide Sales Warehouse Club,
Inc. (USWCI) and Uniwide Sales Realty & Resources Corp.

"The corporate restructuring folds the retail operations of
USWCI into UHI, transforming UHI from a mere property
developer and franchisor of the Uniwide brand name into a
retailer with the potential to be a leading retailer in the
country," Uniwide said.

From Casino's investment, it is projected that over 4,000
direct jobs will be saved, more than 2,000 suppliers will
resume business stalled by the temporary halt in Uniwide's
business operations, while more than 200,000 workers of
suppliers will regain employment.

In its report to the Securities and Exchange Commission,
Uniwide said negotiations with its creditor-banks now
centered on valuation issues but it expected to sign a
memorandum of agreement with Asian Bank Corp. and
Metropolitan Bank & Trust Co. within the next two weeks.
Uniwide has an outstanding obligation of P251.93 million
with AsianBank and P62.74 million with taipan George Ty's

Uniwide said there were discrepancies in the valuation
provided by the appraisers of the properties chosen by the
banks and the bank's own internal valuation.
Despite the difference, Uniwide said negotiations were
still ongoing and that the banks had even offered ways
resolving the matter.

Based on the appraisal commissioned by the creditor-banks,
the total appraised values of the properties available for
dacion as of end-September stood at P6.09 billion.  With
Uniwide bent on concentrating on core business, only non-
operating assets shall be offered for dacion. An exception
to this principle, however, is the Metromall for which a
special purpose company will be created and shares
distributed to the respective creditor-banks as payment for
the loan.  (Business World  22-Feb-2000, Manila Times  21-


CLOB INT'L: SC okays Bintang Melewar proposal
Bintang Melewar Sdn Bhd says it has received written
confirmation from the Securities Commission (SC) that it
has no objection to the firm's proposal to resolve the
Central Limit Order Book (Clob) shares impasse.

According to a statement from Bintang Melewar, one of the
private companies which have offered to buy the frozen
Malaysian securities previously traded on Singapore's Clob
over-the-counter market, the SC had in a letter dated Feb
17, 2000, said it had no objection to the company's
proposal provided it obtains the approval or clearance of
the KLSE.

With the SC advice and pending clearance from the KLSE,
Bintang Melewar said it was happy that Clob investors were
being given choices to resolve the Clob impasse. (Star
Online  22-Feb-2000)


JASMINE INT'L: Debt postponement approved
Jasmine International, Thailand's largest operator of
undersea communications cables, received approval from its
creditors to postpone payments on $325 million debt by five

Like many large Thai companies, Jasmine suffered from
devaluation of the baht in 1997, which made foreign debt
harder to repay. Though current on its debt, Jasmine can't
maintain several financial ratios required on its
borrowings, ING Baring International said in a report
published yesterday.

Payments on the debt will be delayed to 2006 from an
earlier schedule of 2001, said Songrit Kusomrosananan,
managing director of Jasmine. Bangkok Bank was the biggest
creditor with 17 percent of the debt.  Jasmine in August
revamped another 2.64 billion baht ($70 million) debt by
postponing payments by about five years.

Completion of the debt restructuring will clear the way for
Jasmine to benefit from Internet development in Thailand.
The company has the potential to integrate the business
with its submarine cable and satellite-related
infrastructure, ING Baring International said in its

Songrit has reported the restructure to the Stock Exchange
of Thailand.  (Business Day  22-Feb-2000)

KUANG PEI SAN FOOD PRODUCTS: Reports rehab progress to SET
Kuang Pei San Food Products Public Company Limited, through
Mr.Salil Tohtubtiang, Managing Director, reports to the SET
on its Debt Restructuring Process with the Corporate Debt
Restructuring Advisory Committee (CDRAC), The Bank of

At present the Debt Restructuring Plan of the company has
been accepted by the major creditors (calculated 76.57% of
total debt 1,004,000,0000.- Baht) since February 16,2000.
So we have informed the main conclusion of the Debt
Restructuring Plan accordingly.

1. Debt 762.8 million baht will repay to the creditors in
seven years.

2. Debt 55 million baht will be swop to the shared capital.

3. Debt 281 million baht will be conversed to the
convertible debenture (buy back condition in seven years).

This process has made Debt Restructuring of the company is
absolutely and is able to sign the contract in sixty days
after this.  (Stock Exchange of Thailand  22-Feb-2000)

NAKORNTHAI STRIP MILL: Notifies SET of debt restructuring
Nakornthai Strip Mill Public Company Limited (the Company),
through Mr. Sawasdi Horrungruang, Chairman, reports on the
progress of the company's restructuring process.

On February 18, 2000, there was a vote on the Companys debt
restructuring plan (the Plan) at the Bank of Thailand. The
Company obtained a vote from the CDRAC creditors financial
institutions (the Banks) in the amount of 88.41% of the
total debt of the Company owed to those Banks in favor of
the Plan, which is deemed that the Plan was approved by the
Banks for 100%.
In addition, the Company also obtained a vote in favor of
the Plan from the major holders of the Notes issued by the
Companys subsidiaries (the Notes), with the Company, as a
guarantor, being liable under such Notes as its
subsidiaries were in default of the Notes.

Details of the Plan may be summarized as follows:
1. Debts under the Plan -- Debts under the Plan were debts
of the Company owed to the Banks and to holders of the

2. Principal amount of debts -- Principal amount of debts
was consisted of (i) debts owed to the Thai Banks in the
amount of US$ 354.1 million and(ii) debts owed to holders
of the Notes in the amount of US$ 459.2 million. Therefore,
the total amount of debts under (i) and (ii) above was US$
813.3 million. In terms of debts under the Notes, the
Company partially paid US$ 85.6 million from its accounts
opened outside of Thailand, resulting in its debts under
the Notes being reduced to US$ 373.6 million.After its debt
restructuring, the Company would hold restructured debt
claims of US$ 200.0 million, comprising of US$ 103.895
million of the Thai Banks debt and US$ 96.105 million of
the Notes.

The repayment period of the principal amount of debts would
be ten year maturity.  The Company agreed to repay US$40.0
million per year in years six through to ten.

The Banks and holders of the Notes may convert their US$
200 million debts into the Companys equity within 18 months
from the closing date (the date on which all conditions
precedent as mentioned in clause 8 below have been
fulfilled) at the conversion rate of Baht 2.92 or the cost
per share to be paid by new equity investor(s), whichever
is lower.

3. Interest -- The Company agreed to pay interest as

3.1 interest at MLR for Thai Baht debts and one-year LIBOR
for US Dollars debts;

3.2 the Company would pay interest for year 1 through to
year 3 at the rate of 1%, year 4 at the rate of 3%, year 5
at the rate of 5%, and year 6 through year 10 at MLR or
one-year LIBOR, as the case may be. For difference between
the required payment amount and the exact payment amount in
year 1 through to year 5 shall be paid in full without
interest thereon within 10 years from the closing date ;

3.3 accrued interest for the period from December 1, 1998
through December 31, 1999, which will be calculated at the
interest rate of 12% per annum, will be deferred without
any interest. Any past interest accrued other than the
period as mentioned in the previous sentence and those of
Tranche C Notes shall be written off.

4. Debt to equity conversion of creditors

4.1 The Banks and holders of the Notes would convert their
debts (other than the US$ 200 million amount of debts after
debt restructuring as mentioned in clause 2 above) into
equity at the conversion price of Baht 2.92 per share;

4.2 For the past accrued interest as mentioned in 3.3
above, the creditors may convert such interest into the
Companys equity prior to the 6th anniversary following the
closing date at the par value. Such interest may also be
converted at the end of the 10th anniversary following the
closing date at the price equal to the average of the
trading price of the Companys shares over the period of 6
months prior to the conversion date minus 20%. Such
conversion shall be exercised within 12 months following
the 10th anniversary after the closing date. If not, such
past accrued interest shall be written off.

In the conversion of debts into equity, the creditors would
become holders of 90% shares whereas existing shareholders
shareholding would be diluted to 10%.

5. Issuance of warrants to existing shareholders
In order to provide the opportunity to existing
shareholders whose shareholding were diluted to 10 % at the
closing date to be able to increase their shareholding in
the future, the Company would issue warrants to existing
shareholders. The terms of warrants shall be 8 years from
the issue date, with the exercise price to be equal to the
conversion price of the debts into equity at the first time
plus 10%.

6. Buyback rights over shares held by creditors
Certain major existing shareholders and top management will
be given a buyback right of up to 30% of the shares issued
to the Banks and holders of the Notes as a result of the
conversion of their debts at a buyback price of Baht 2.92
plus MLR. Such right shall be exercised within 3 years
following the closing date.

7. Share transfer restriction
Certain major shareholders of the Company, the Banks and
certain holders of the Notes who converted their debts into
equity shall be restricted the rights to transfer shares
derived from such conversion. They would be able to
transfer shares in the amount of 50% in the first year, 30%
in the second year and 20% in the third year, unless the
excess amount was due to the buyback rights under clause 6

8. The entering into the debt restructuring agreement and
rehabilitation process -- The Company shall seek protection
under Thai bankruptcy and rehabilitation proceeding from
the bankruptcy court within 30 days from the date the Plan
has been approved under CDRAC procedures (from February 18,
2000). Also, the Company shall enter into the restructuring
agreement with the creditors within 60 days from the
closing date.

9. Conditions precedent to the debt restructuring -- The
debt restructuring shall be subject to the conditions
precedent, which may be summarized as follows:
9.1 debts other than those under this Plan (including
contingent liabilities) shall be dealt with by the Company
separately with the approval of the major creditors (being
the Banks and holders of the Notes);

9.2 the Company shall have receive a commitment from one or
more sources to provide permanent capital and working
capital facilities to provide sufficient funding for its
projected needs;

9.3 the Plan has been supported from creditors (being the
Banks and holders of the Notes) who held a majority of
debts under a rehabilitation proceedings.

The conditions precedent, unless waived or extended
otherwise by the majority of the creditors, must be
fulfilled by May 31, 2000.  (Stock Exchange of Thailand

SIAM SYNTECH CONSTRUCTION: Reports rehab plan vote to SET
Sawang Mankongcharoen, C.E.O. of Siam Syntech Construction
Public Company Limited (Syntech), which is in the progress
of debt restructuring plan, reports on the progress of its
negotiations with financial lenders. Under the CDRAC's
procedure, Syntech had submitted the restructuring plan to
the financial lenders for their consideration. And on
February 15, 2000, the financial lenders had voted on the
Restructuring plan, details below;

1. A total number of 23 financial lenders had attended the
vote, with amount of debt THB 4,412 mn.

2. 10 financial lenders accepted the plan with amount of
THB 2,379 mn. equal to 53.91% of the financial lenders
which have the right and voted

3. 13 financial lenders did not accept the plan with amount
of THB 2,033 mn. equal to 46.09% of the financial lenders
whic have the right and voted

In conclusion, the restructuring plan of Syntech has an
approval from financial lenders less than 75% in total
amount ofdebt which the financial lenders have the right
and voted but still has approval over than 50%. Then the
financial lenders will submit new plan to the CDRAC and set
up the Executive Decisin Panel within 10 days, and have
appointed Bangkok Bank Public Co.,Ltd. to be the co-
ordinator.  (Stock Exchange of Thailand  22-Feb-2000)

THAI MILITARY BANK: Struggles with capital raising
Thai Military Bank (TMB) is looking for ways to raise
capital to offset the fall of banking shares amid continued
selling pressure from investors who have unloaded banking

TMB last October cancelled plans to sell 2 billion shares
to raise 30 billion baht because offers were too low. The
bank was looking to get 12-14 baht a share while investors
proposed 10-13 baht.

TMB's Thanong Bidaya said the bank has retained financial
advisor Solomon Smith and Barney to help prepare for a
roadshow and also work on soliciting documents. The bank
expects to be finished by the first quarter. Thanong added
that the stock market's faltering has cast doubt on the
roadshow's starting date.

"We want very much to raise capital by conventional
methods, that is by selling shares and obtaining assistance
under Tier 1 capital, but the situation is not favorable
right now," said Thanong.

With the current 10 percent BIS ratio and 70 percent loan
provision, he said the TMB did not need to rush into
selling shares while banking stocks were tumbling.
Thanong also voiced concern over the Thai banking system's
non-performing loans (NPLs), warning that foreign investors
not only look at the specific bank they want to invest in
but also consider the whole banking industry's NPLs.

Financial institutions, he said, must differentiate between
NPLs before and after they are transferred to Asset
Management Company (AMC), as those are the situations which
foreign investors are most concerned with. He suggested
that the total NPLs of under 35 percent would benefit TMF's
shares sales.

"In my view, Thai shares plunged because of foreign
investors' lack of confidence in the Thai economy and
confusion between how AMC would manage NPLs," he said.

Thanong also revealed that TMB was under business re-
engineering to meet tough competition, adding that the bank
has hired Boston Consulting Group to oversee its loans
department in addition to AT Kearney which in charge of
risk management.

Meanwhile, Capital Nomura Securities Research Department
Kavee Chukitkasem said he would not recommend TMB to rush
into shares selling right now as the bank's financial
standing allows it to wait until the second on even third
quarter. (Business Day  22-Feb-2000)

WIRELESS COMMO.SERVICE CO: TAC has four buyers for it
Thailand's second-largest mobile phone operator, Total
Access Communication Plc (TAC), is negotiating with four
potential buyers of its dormant mobile phone business,
Wireless Communication Service Co (WCS).

Although WCS is inactive, it still owns the 1800 MHz
frequency, a valuable asset for any company seeking to
invest in the mobile phone business.  The negotiations are
expected to be completed by the end of this month.

A source close to the deal said that Chareon Pokphand Group
(CP), parent company of a metropolitan fixed-line carrier
TelecomAsia Corporation Plc (TA), is taking part in the
negotiations.  TA could be a potential buyer since it aims
to set up its own mobile phone service to bolster its fixed
line business.

Before the economic crisis, it set up Asia Mobile
Communication to seek a mobile phone concession. But the
company was dissolved after failing to win a concession.
TA president Supachai Cheravanont had said earlier this
month that TA is studying a plan to invest in mobile phone
services and ask for a frequency concession.  However,
Vallobp Vimolvanich, executive director of TA, strongly
denied that the company was negotiating for WCS.

"I can assure you that TA has no plan to buy WCS. But if
you ask whether CP is negotiating to buy the company, I
cannot give you an answer because it is beyond my knowledge
and authority," Vallobp said.

He added that it was impossible for TA to consider buying
WCS at this stage.  "TA's spending is limited by its
creditors, according to the debt-restructuring conditions,"
Vallobp said.

Somvong Pongsathaporn, marketing director of TAC and
managing director of WCS, said that WCS is in talks with
four local and foreign companies for a take-over deal.
He declined to name the companies, saying only that one of
them is a Thai telecom company.

WCS was founded in 1996 by International Engineering
Company (IEC), a small telecom company, and bought the 1800
MHz frequency from TAC for providing mobile phone services.
It later underwent a management and financial crisis,
resulting in a shutdown of its operations.

To help it out of its debt, WCS' creditors appointed TAC
and US investment bank Goldman Sachs to find a buyer for
the company.  WCS currently has three major shareholders -
TAC, Goldman Sachs and Korea's SK Telecom, after IEC
stepped out of the pact.  WCS owes Bt1.7 billion to TAC for
the frequency fee and network fee, Bt5 billion to Nortel
for equipment, Bt183 million to the Communication Authority
of Thailand for the licence fee and Bt90.85 million to the
Telephone Organisation of Thailand for the network
connection fee.

"The shareholders and the creditors of WCS agreed that the
buyer will have to buy all stakes in WCS, including its
total debt," Somvong said.

However, the deal excludes 70,000 subscribers of WCS, who
have already been transferred to TAC's service.  TAC
planned to sell WCS after its shutdown to unload the debt
burden and make a profit before WCS' unused 1800Mhz
frequency is reclaimed by the regulatory body due to be set
up this October.

According to the telecom regulatory body law, the unused
frequency must be returned to the regulatory body for re-
allocation to provide the maximum benefit to the public.
The sale of WCS is likely to bring one more mobile phone
company into the market and take some share from Shin
Corporations Plc, the biggest telecom operator in Thailand.

Shin Corps recently completed its Bt4.1 billion takeover of
Digital Phone Company (DPC), operator of the Hello 1800
mobile phone service of Samart Corporation Plc.  Both WCS
and DPC bought the 1800 frequency bands from TAC. TAC had
to allocate its frequency bands to others to avert
accusation of monopolising the frequency.

Meanwhile, TAC itself is discussing a strategic partnership
deal with several foreign telecom companies, including
Telstra from Australia and Telenor from Norway. (The Nation

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 -- Asia Pacific is a daily
newsletter co-published by Bankruptcy Creditors' Service,
Inc., Trenton, NJ USA, and Beard Group, Inc., Washington,
DC USA. Darryl Henning, Managing Editor, Feliz Ordona and
Cristina Pernites, Editors.

Copyright 2000.  All rights reserved.  ISSN: 1520-9482.

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