TCRAP_Public/010618.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

            Monday, June 18, 2001, Vol. 4, No. 118



ALPHA HEALTHCARE: Ramsay Reports Status Of Takeover Bid
ANACONDA NICKEL: Ends Deal With Cobra Resources
BULONG OPERATIONS: S&P Withdraws `D' Rating
CABLE & WIRELESS: SingTel Raises Substantial Holding
DAVNET: Deal With FiberNet Extends To U.S. Operations
DAVNET LIMITED: General Meeting Set For July
HARTS AUSTRALASIA: Announces Top 20 Shareholders
HARTS AUSTRALASIA: Voluntary Escrow Shares To Be Released
MAXIS CORP: Names New Secretary, CFO
ONE.TEL LIMITED: Macquarie Denies Material Exposure
WOOLSTOCK AUSTRALIA: End Of Stockpile In Sight
WOOLSTOCK AUSTRALIA: Debt Pay-off,Higher Distribution Expected

C H I N A   &   H O N G  K O N G

CENTURY CITY: No Reason For Increase In Turnover
CMGI: Closes Advertising Unit
GOLDCAST DEVELOPMENT: Winding Up Petition To Be Heard
GUANGDONG KINGMAN: Exchange Rejects Appeal, Delisting Looms
HSIN HING LOONG: Winding Up Petition Hearing Set
POWERLIFE INTERNATIONAL: Winding Up Petition Set For Hearing
SINO-I.COM: ICBC Withdraws Suit
VIEW GLAD: Faces Winding Up Petition


BANK AKITA: Astrido Takes Over
BANK DANAMON: To Exercise `Reverse Stock'


JAPAN HIGHWAY: Dissolution Or Privatization Likely
MYCAL CORP: Still Undecided On Sale Of Stake In Hokkaido Unit
SOGO COMPANY: Biccamera Takes Over Yurakucho Building


HYUNDAI DEVELOPMENT: Sale Of I-Tower To Close This Month
HYUNDAI ENGINEERING: Creditors Asked To Pay Foreign Debts
KOREA EXPRESS: Search For Buyers Begins


MALAYSIAN GENERAL: Workout Scheme To Be Completed
MAY PLASTICS: Enters Into SAs To Share Sale Deals
S&P FOOD: Court Orders Members' Meeting
TAI WAH: Court Sanctions Workout Scheme
TANCO HOLDINGS: SC Approves Revised Proposal
ZAITUN BERHAD: Winding Up Hearing Postponed


ASB GROUP: IBank Seeking SEC Approval On MoA
NATIONAL POWER: ADB Awaits Privatization Plan


MEDIARING.COM: Financial Controller Resigns


EASTERN WIRE: Court Moves Consideration Of Plan To June 21
QUALITY HOUSES: Board Approves Appointment Of New Directors
TELECOMASIA CORP: TISCO Says Transaction "Fair And Reasonable"
UNITED BROADCASTING: Saving Bt1.3-B Through Re-engineering

    -  -  -  -  -  -  -  -


ALPHA HEALTHCARE: Ramsay Reports Status Of Takeover Bid
Ramsay Centauri Pty Ltd reports the status of its off-market
offer to purchase all of the ordinary shares in Alpha Healthcare

"We refer to the notice given under section 630(2)(b) of the
Corporations Law lodged with the Australian Stock Exchange (ASX)
on 8 June 2001, in which the re-set date for giving notice of
the status of the conditions of the Takeover Offer was stated to
be 15 June 2001.

"Accordingly, we enclose a copy of the notice of the status of
the conditions of the Takeover Offer as required under section s
630(3) of the Corporations Law.

"In addition, in accordance with section 630(5) a copy of the
notice (attached below) was sent to Alpha on Friday."

For questions in relation to the above matter, please contact
Lisa Mather on 9258 5708.

Notice Under Section 630(3) Of The Corporations Law

To: Alpha Healthcare Limited ACN 000 727 882:

Ramsay Centauri Pty Limited ACN 096 070 156 gives notice under
section 630(3) of the Corporations Law that:

(a) on 2 May 2001, the Bidder declared the offers dated 26 April
2001 by it under its off-market takeover bid to acquire all of
the fully paid ordinary shares in Alpha Healthcare Limited free
from the conditions of the Offers set out in clause 5.1 of
Section 1 of the Bidder's Statement dated 12 April 2001, which
includes the Offers; and

(b) so far as the Bidder knows, the conditions of the Offers set
out in clause 5.1 of Section 1 of the Bidder's Statement dated
12 April 2001, which includes the Offers, were, at the time of
giving this notice, fulfilled.

The voting power in Alpha Healthcare Limited which, so far as
the Bidder knows, it has at the time of giving this notice is
83.2 percent.

ANACONDA NICKEL: Ends Deal With Cobra Resources
Cobra Resources Limited stated it has terminated its Heads of
Agreement with Anaconda Nickel Limited dated 12 August 1998.

BULONG OPERATIONS: S&P Withdraws `D' Rating
Standard & Poor's Friday withdrew its rating on Bulong
Operations Pty. Ltd.'s (BOP) US$185 million senior secured
fixed-rate notes due in 2008 at the request of BOP's management.

The rating was 'D', following the company's default on the
interest payment to noteholders on June 15, 2000. BOP has been
finalizing a restructure of debt and recapitalization with its
lenders, but this is taking longer than originally expected.

Based in Australia, BOP and its wholly owned subsidiary, Bulong
Nickel Pty. Ltd. (BNP), own the Bulong nickel cobalt project,
located east of Kalgoorlie, Western Australia. The project,
which achieved practical completion in December 1998, has
suffered from commissioning and ramp-up delays. Ramp-up to
steady-state operations, which are required to establish long-
run operating costs and performance, is not expected until at
least the end of 2001.

BOP was tightly financed before the default, relying on cash
flows from operations to meet costs during start-up. Initial
problems delayed revenue and quickly depleted available cash
reserves. BOP's weak unrated parent, Preston Resources Ltd., was
unable to provide much-needed liquidity support at that time.

Initial cash shortfalls were topped up using debt, increasing
the cash flow burden on BOP. Later efforts to raise additional
equity were unsuccessful. The project fell into a cash flow
spiral: with revenues delayed, the project was starved of cash,
which in turn delayed rectification works needed to fix design
problems and improve revenue generation.

The project incorporates the following risks: Exposure to
volatile nickel and cobalt prices and exchange rates, which may
be increased through out-of-the-market hedge contracts. The
plant uses complex processing with pressure acid leach
technology. The risks of this technology are compounded by the
fact that the plant is designed primarily as a single-process
train with one autoclave. The level of contracted cost cover for
key inputs of mining, sulfuric acid, and power is short-term.

Both BOP and BNP have been restructured as special-purpose
entities following their acquisition by Preston Nickel Holdings
Pty. Ltd. (PNH, not rated) on Nov. 5, 1998. These two entities,
however, may remain exposed to liabilities relating to past
activities, and are currently subject to litigation. This has
been mitigated by extensive legal due diligence and warranties
by the previous owner of BOP and BNP, Resolute Ltd. (not rated).

The project has the following strengths: The geology is well-
tested, with reserves substantially above bond requirements.
Mining is simple, with high-grade ore scheduled to be mined
early in the mine's life and covering the term of the notes. The
mine is located near a significant mining center, close to all
required infrastructure. Although there are some concerns about
water quality, this is not expected to cause any substantial
problems. A sales contract that covers off-grade production in
initial years.

Although Standard & Poor's has not been provided with copies of
the proposed restructured finance documents or revised project
cash flows, it expects that after the restructure the project
will be substantially weaker than when originally rated in
December 1998.

This results from expectations, based on publicly available
data, of the final structure of the notes, which includes:
Significantly higher debt with an increased working-capital
facility, the capitalization of two interest payments on the
bonds totaling US$12 million, and increased liability on
currency and commodity hedges; Weaker structural protections,
which are expected to include the removal of the debt service
reserve (DSR) account, and proceeds of the sweep account to
be directed to reduce hedge positions rather than debt service;
Higher operating and interest costs than forecast at the time of
the initial rating that include default interest rates on missed
payments; A restructured maturity profile designed to reduce
refinance risk and accommodate increased debt, which reduces the
certainty of the timing of debt reduction; Increased operating
risk as the default will make it more difficult for BOP to enter
into competitive long-term contracts for consumables and
services without additional support; and A weaker competitive
position due to increased costs and the inability to expand
plant to achieve better economies of scale.

In consideration for agreeing to the restructure, it is expected
that noteholders will acquire 95 percent of the equity in BOP,
either directly or indirectly. The transfer of equity will
require the approval of Preston Resources' shareholders.
Standard & Poor's ascribes little additional value to this
security as dividend flows are expected to be low.

CABLE & WIRELESS: SingTel Raises Substantial Holding
SingTel Australia Investment Limited increased its relevant
interest in Cable & Wireless Optus Limited on 14 June 2001, from
751,038,234 ordinary shares (19.8 percent) to 787,828,249
ordinary shares (20.8 percent).

DAVNET: Deal With FiberNet Extends To U.S. Operations
FiberNet Telecom Group, Inc (Nasdaq: FTGX), a leading provider
of metropolitan optical connectivity, and Davnet Inc, the U.S.
subsidiary of integrated broadband communications provider
Davnet Limited (ASX: DVT), has reached a multi-year agreement
allowing Davnet access to as many as 50 commercial office
properties across the United States via FiberNet's existing

The agreement provides Davnet with virtually unlimited last-mile
bandwidth to serve its commercial customers.

Under the terms of the deal, Davnet will significantly increase
its service area in the United States by gaining access to
commercial office properties in FiberNet's portfolio.

Davnet can now provide its services in properties that include
New York's landmark Chrysler Center and the Chicago Board of
Trade Building. Davnet will utilize FiberNet's In-building
Networks (FIN's), a carrier and technology neutral optical
infrastructure that connects to every floor of the buildings, to
deliver its services.

Davnet operates an IP-based network that enables commercial
tenants to utilize leading edge, scaleable broadband and value
added services through a single high-speed Ethernet socket. The
agreement with FiberNet will enable Davnet to quickly deploy its
services in key markets.

"FiberNet congratulates Davnet on their success in the United
States," said Les Hankinson, senior vice president of sales and
marketing for FiberNet. "We welcome the company to the Chrysler
Center and the Chicago Board of Trade Building, and look forward
to working with Davnet in commercial office properties across
the United States."

According to Jim Shirah, COO of Davnet's North America
operations, "Davnet's expertise in providing business customers
with end-to-end communications solutions is complimented by
working with partners like FiberNet. Our access to new customers
enables us to aggregate and then distribute high-speed
connectivity for deploying value-added services, such as
Internet, data, voice, and video."

DAVNET LIMITED: General Meeting Set For July
Davnet Limited, the international provider of integrated
broadband communications solutions, has announced that a general
meeting of shareholders would be scheduled for early July 2001.

The meeting is for the following purposes:

New Issue Of Convertible Notes

The approval, pursuant to ASX Listing Rule 7.1, of the proposed
issue of up to 95 million convertible notes at an issue price of
$0.40. The issue is expected to raise up to an additional A$38
million for the Company.

BNP Paribas Equities (Australia) Ltd (BNPPE) has been appointed
by the Company to act as manager to the issue of the convertible
notes. Subject to the satisfactory conclusion of due diligence
investigations and internal approvals, BNPPE has agreed to
underwrite a minimum amount of $10 million and up to $38 million
of the issue of the Notes.

Prior Issues Over The Previous 12 Month Period

The approval, pursuant to Listing Rule 7.4, of the issue and
allotment of 58,216,604 ordinary shares and 2,607,500 options
over ordinary shares in the Company, which were issued during
the previous 12 month period.

HARTS AUSTRALASIA: Announces Top 20 Shareholders
Troubled accounting firm Harts Australasia announces its top 20
shareholders, as follows:

Name                                         Number      %
                                             Of Shares

Steve Hart Family Holdings Pty Ltd         40,000,000    33.27
Steve Hart Family Holdings Pty Ltd         10,000,000     8.32
Birralee Investments Pty Ltd                6,000,000     4.99
Whitechurch Developments Pty Ltd            2,400,000     2.00
Sovereign Assurance Company Ltd             2,050,000     1.71
Cargill Pty Ltd                             2,000,000     1.66
Merell Associates (Aust) Pty Ltd            1,938,000     1.61
Queensland Mushrooms Pty Ltd                1,725,000     1.43
National Mutual Life Nominees Ltd           1,555,056     1.29
ANZ Nominees Limited                        1,450,000     1.21
Willemse Family Company Pty Ltd             1,325,000     1.10
Richard Melvyn Hayter                       1,000,000     0.83
Cardinal Financial Securities               1,000,000     0.83
Petrus Hermanus Alfonsius                     790,709     0.66
The Business Results Group Limited            752,976     0.63
Investment Custodial Services Limited         704,260     0.59
Direct Portfolio Services Ltd                 700,000     0.58
Nicole Bendeich                               555,556     0.43
Arthur R Martin & Associates Pty Ltd          515,464     0.43
Ming Xia & Susan Xia                          500,424     0.42

The Honourable Ben Humphreys AM has announced his resignation as
a Director of Harts Australasia Limited (ASX : HTS).

Humphreys has resigned due to the workload generated by other
Directorships he holds and community activities he undertakes.

The Board of Directors publicly thanked Humphreys for his
counsel and input during the early period of the Company's
public listing.

The continuing Directors of Harts Australasia Limited anticipate
announcing the appointment of additional Board members in the
near future.

HARTS AUSTRALASIA: Voluntary Escrow Shares To Be Released
The following shares in Harts Australasia Limited issued for the
acquisition of practices since listing will, pursuant to the
respective agreements for acquisition, be released from their
voluntary escrow on the dates noted.

Holder                Quantity           Release Date

Belmere Pty Ltd          252101          26 June 2001

Stephen Tasselli         50000           30 June 2001

Mark Andrews             80000           30 June 2001

Stephen Skeen            140000          30 June 2001

Marissa Vicca            139500          30 June 2001

Nicole Bendeich          202020          30 June 2001

MAXIS CORP: Names New Secretary, CFO
Nicholas Swan, currently a non-executive Director of the
Company, has been appointed as Company Secretary and Chief
Financial Officer of Maxis.

The Company announcement to the market on 9 March 2001  
announced Swan's appointment as a non-executive director. Swan
is an experienced corporate advisor. He holds a Masters Degree
(Economics) from Cambridge University, a MBA from Macquarie
University and INSEAD in France, is a Chartered Accountant and
an Associate of the Securities Institute of Australia. He has
had extensive merchant banking, broking and corporate advisory
experience both in the UK and Australia, and id currently  
Director and Company Secretary/Compliance Officer for Australian
Management Ltd, the responsible entity for the Peppers Hotel

Vaz Hovanessian, the Company's Executive Chairman, who had
temporarily assumed the positions, stated Swan's appointment
further strengthens the more stringent corporate governance
measures recently adopted by the new Board and introduces a
greater level of independence within senior management.

ONE.TEL LIMITED: Macquarie Denies Material Exposure
In response to an article appearing in Friday's Sydney Morning
Herald, regarding "Jodee's $300 million personal loan",
Macquarie Bank Limited said the bank has no material exposure to
One.Tel Limited.

Macquarie Bank made a lending facility available in the normal
course of business to a private company associated with Jodee
Rich. Under the facility, a fully secured loan was made for the
purpose of investing in listed shares and a fixed interest
deposit. Macquarie Bank has no material credit risk to the
borrower or exposure to the borrower's solvency.

WOOLSTOCK AUSTRALIA: End Of Stockpile In Sight
Woolstock Australia Limited's wool stockpile is now below
200,000 bales following a buoyant five months of sales,
Woolstock Chairman Donald McGauchie announced.

"The end of the stockpile is now in sight," McGauchie said.
"Over the next few months it is anticipated that the major
buyers of Australian wool will express intense interest in
securing the remaining bales of stockpile wool."

Stockpile sales have been at a rate well in excess of plan this
calendar year. As of 8 June 2001, the wool available for sale
from the stockpile has been reduced to 184,617 bales. This
represented the equivalent of less than three weeks of total
wool sales on the Australian market, McGauchie said.

Demand has been particularly buoyant since the last announcement
on the stockpile. "There's been strong interest from China and a
fluctuating Australian dollar exchange rate, all of which has
greatly assisted stockpile sales," said McGauchie.

According to McGauchie over 80 percent of the stockpile has been
sold since WoolStock commenced sales in August 1999, a period of
22 months. The stockpiled wool has been sold in a rising market
with minimal influence on the fresh wool market.

The WoolStock sales team has sold off all the peripheral types
of wool in the stockpile including processed wool held in
Australia and overseas stores, cardings, locks and non fleece

With the stockpile now below 200,000 bales, the WoolStock Board
can consider appropriate offers to sell the remaining stockpile
in a range of ways including a one-off sale.

WoolStock will keep the market informed on the wool remaining
for sale to ensure potential purchasers are not disadvantaged in
securing their requirements.

Once the last bale is sold, WoolStock will arrange for the final
proceeds to be distributed to security holders and the process
of winding up the company will commence, McGauchie related.

Bankrupt Woolstock is under three-year liquidation proceedings,
which may end ahead of schedule.

WOOLSTOCK AUSTRALIA: Debt Pay-off,Higher Distribution Expected
With the higher-than-planned stockpile sales experienced over
the last eleven and a half months, WoolStock Australia Limited
is now in a position to discharge its bank debt and make a
distribution significantly higher than the 20 cent distribution
made on 27 March 2001, Chairman of WoolStock Donald McGauchie
said Friday.

Currently WoolStock has sufficient cash in hand to discharge all
the outstanding debt. Following the end of the financial year
WoolStock will determine the next distribution to be made to
unit holders.

"WoolStock has had an excellent year selling stockpile wool into
a rising market," McGauchie said. Shareholders will be pleased
to know that their company will commence the new financial year
on 1 July 2001, debt free, and with the stock for sale at around
18 percent of the stockpile that the company commenced with on 1
July 1999.

It is planned that the next distribution will be mailed towards
the end of the first quarter of the new financial year,
following consideration of the end of year results.

In looking forward, McGauchie said with the current strong
demand for stockpile wool, he anticipates that the "sold out"
sign could be posted within the not too distant future.

C H I N A   &   H O N G  K O N G

CENTURY CITY: No Reason For Increase In Turnover
Century City International Holdings Limited stated the company
is not aware of any reasons for the increases in turnover, apart
from the possible transactions as mentioned in the two joint
announcements dated 8 June 2001 and 13 June 2001 respectively
made by the Company, Paliburg Holdings Limited and Regal Hotels
International Holdings Limited.

The company also confirms that, save as disclosed in the Joint
Announcements, there are no negotiations or agreements relating
to intended acquisitions or realizations, which are discloseable
under paragraph 3 of the Listing Agreement. Neither is the Board
of Directors of the Company aware of any matter discloseable
under the general obligation imposed by paragraph 2 of the
Listing Agreement, which is or may be of a price-sensitive

Century City Chairman Lo Yuk-sui says, "Negotiations have been
continuing, but the parties will need more time than originally
envisaged to agree on the terms of the possible disposal.

Century City and Paliburg are currently in talks with financial
creditors and bondholders about restructuring their debt.

Lo adds, "any such transaction is expected to involve, amongst
other things, Paliburg agreeing to a restructuring of its
indebtedness with its financial creditors and bondholders."

CMGI: Closes Advertising Unit
CMGI has shut down its Internet advertising service technology
unit AdForce, which the Internet holding firm acquired in 2000
for US$500 million, South China Morning Port reports Thursday.

Citing New York Times, the report says the winding up of AdForce
could cost CMGI up to US$20 million.

The report adds AdForce and CMGI's three other units, namely
Activate, Navisite and Navipath, have been up for sale.

Before the AdForce, CMGI had already shut down in March three
operations, namely, iCast, and ExchangePath.

CMGI, in the quarter ended April 30, posted a net loss of
US$963.3 million, as opposed to a loss of US$428 million in the
same period last year.

GOLDCAST DEVELOPMENT: Winding Up Petition To Be Heard
The petition to wind up Goldcast Development Limited is
scheduled for hearing before the High Court of Hong Kong on June
20, 2001 at 10:00 am. The petition was filed with the court on
April 28, 2001 by The National Commercial Bank Limited of 1-3
Wyndham Street, Hong Kong.

GUANGDONG KINGMAN: Exchange Rejects Appeal, Delisting Looms
The Shenzhen Stock Exchange has rejected the appeal filed by
Guangdong Kingman Group Company seeking an extension for the
loss-making company to return to profitability, The Asian Wall
Street Journal reported Thursday, citing official securities

With the exchange's decision against the company, China
Securities Regulatory Commission can then act on the matter and
may decide for the delisting of Kingman, the report says.

Kingman has been placed under "particular transfer" (PT) after
the company reported losses for three consecutive years.

Kingman is a fishery company, with yuan-denominated Class A
shares traded openly in the domestic stock market. It's net loss
reached 436.3 million yuan.

HSIN HING LOONG: Winding Up Petition Hearing Set
The petition to wind up Hsin Hing Loong is scheduled to be heard
before the High Court of Hong Kong on July 11, 2001 at 10:00 am.
The petition was filed with the court on May 17, 2001 by Sin Hua
Bank Limited whose Hong Kong office is situated at 2A Des Voeux
Road Central, Hong Kong.

POWERLIFE INTERNATIONAL: Winding Up Petition Set For Hearing
The petition to wind up Powerlife International Limited will be
heard before the High Court of Hong Kong on June 27, 2001 at
9:30 am. The petition was filed with the court on May 3, 2001 by
Bolin Industries Company Limited whose registered office is
situated at Room 1001, Tsun Yip Centre, 41 Tsun Yip Street, Kwun
Tong, Kowloon, Hong Kong.

SINO-I.COM: ICBC Withdraws Suit
The Industrial and Commercial Bank of China (ICBC), through its
Shenzhen branch, has applied to the High Court of Hong Kong
withdrawing its legal action against, its wholly-
owned subsidiary Oriental Team Development, and
Chairman Yu Puh Hoi and MPH regarding the bank's loans amounting
to US$5.9 million, South China Morning Post reports Thursday.

In light of ICBC's move, the property and information technology
company said in an announcement, "There will not be any material
adverse impact on the business of the company and the business
relationships between the company and ICBC return to normal."

According to the report, both Yu and MPH acted as guarantors to
the loans.

VIEW GLAD: Faces Winding Up Petition
The petition to wind up View Glad Company Limited is set for
hearing before the High Court of Hong Kong on June 27, 2001 at
9:30 am. The petition was filed with the court on May 4, 2001 by
Bank of China, Hong Kong Branch whose principal place of
business is situated at Bank of China Tower, No. 1 Garden Road,
Central, Hong Kong.


BANK AKITA: Astrido Takes Over
The Astrido Group has acquired financially troubled Bank Akita,
as it purchased a 91 percent stake in the bank through a capital
infusion worth Rp72.5 billion made last fiscal year, ended April
30, Asia Pulse reported Thursday.

The group is an authorized dealer of automotive products of PT
Astra International.

The fresh investment from the group was necessary for Bank Akita
to increase its Capital Adequacy Ratio (CAR) to the minimum
ratio required by the central bank, the report says, citing Bank
Akita executive Vera Lugito.

By May this year, the bank had reduced its non-performing loans
to 4 percent from 35 percent a year ago.

BANK DANAMON: To Exercise `Reverse Stock'
With delisting imminent, Bank Danamon plans to exercise `Reverse
Stock', IndoExchange reports Friday.

According to the Jakarta Stock Exchange (JSX) regulations, the
bank is a probable candidate for delisting, as it has been
trading the last three months at an average closing price of
below Rp50, while its stock trading liquidity is suspect.

The `Reverse Stock' is an exercise of changing the nominal value
of the shares by way of raising each share's nominal value by 20
times. This is usually done by lowering the amount of shares
without having to alter the amount of paid-up capital.

Bank Danamon's Series A shares will be boosted to Rp10,000
apiece from Rp500 apiece, while Series B shares will be
increased to Rp100 from Rp5 apiece.

The JSX will likely move Bank Danamon shares from Development
Board to Special Board, which is reserved for listed companies
that fulfill listing requirements.

Once moved, Bank Danamon will become "less attractive" to
buyers, as the company is one of the firms that is included in
the divestment program of the government through the Indonesian
Bank Restructuring Agency (IBRA).


JAPAN HIGHWAY: Dissolution Or Privatization Likely
Japan Highway Public Corporation is one of the sixteen public
infrastructure development corporations, whose economic
viability is being questioned and under study, which will be
subject to the government's public corporation reforms, Yomiuri
Shimbun. If proven non-viable, the company will either be
dissolved or privatized.

In line with this move, the government is currently working on
the draft for the interim report on the reforms, which will
involve a total of 77 state-run corporations, the report says.
This will be finalized by Friday this week.

Japan Highway Public Corporation may not be able to repay its
debts and obligations totaling Y25 trillion, which the company
used to finance its highway development projects. This will
likely be attributed to lower toll income as a result of the
current economic recession.

MYCAL CORP: Still Undecided On Sale Of Stake In Hokkaido Unit
Mycal Corporation has remained undecided on whether to sell its
58.8 percent stake in its subsidiary Mycal Hokkaido Corp and
Mycal Hokkaido's real estate assets, AFX-Asia reports Thursday.

In its announcement, Mycal said the company will "proceed with
reform policies by considering various (options)".

SOGO COMPANY: Biccamera Takes Over Yurakucho Building
Discount retail chain Biccamera Company has taken over the
building of failed retailer Sogo Company's department store in
Yurakucho, Tokyo, Yomiuri Shimbun reports Friday.

The Yurakucho building was padlocked when Sogo Company went
bankrupt, the report says.

Biccamera Company specializes in cameras and home electronics
products. The six-story building has a total floor area of
around 13,700 square meters.


Egged on by the demand of foreign investors for the global
depository receipts (GDRs) of Hynix Semiconductor, the company
is expanding the issuance of GDRs from US$800 million to US$1.25
billion, The Digital Chosun reports Friday.

Moreover, as a result of the GDRs flotation's success, Hynix is
going to jettison an earlier plan of issuing US$350 million
worth of bonds.

According to the report, citing a government official, lead-
manager Salomon Smith Barney is set to reveal the figures of GDR

The success of the DGR issue, the same government official said,
is expected to revive the ailing chipmaker, the report says.

HYUNDAI DEVELOPMENT: Sale Of I-Tower To Close This Month
Hyundai Development Corporation is seeking to complete the sale
of its I-Tower building within this month, The Korea Herald
reports Friday, citing Meritz Securities.

The building, which is currently under construction in southern
Seoul, will be sold for up to W600 billion, way below its book
value of W800 billion (as of August 2000 valuation), the report

Originally, the company expected to sign the sale deal early
this month.

Proceeds from the sale will be used to repay the company's
maturing debts, including its corporate bonds due this year
worth W438 billion. In addition, the company's short- and long-
term debts amount to W772 billion, the report says.

HYUNDAI ENGINEERING: Creditors Asked To Pay Foreign Debts
Heavy Hyundai Industries Company (HHI) has asked domestic
creditors of Hyundai Engineering & Construction Company (HDEC)
to pay for the sum of US$50 million of payment guarantees for
the ailing builder's foreign debts, The Korea Herald reports

An HHI official told Herald, "The $50 million is part of $70
million of Hyundai Heavy's guaranteed payment for Hyundai
Engineering's overseas loans. The $50 million is the one that
has to be paid back next year."

Last Wednesday, HDEC's major creditors finalized the plan for
the debt-for-equity swap worth W1.4 trillion by 41 local
creditors of the company.

Daewoo Securities Analyst Lee Seung-ju confirmed Thursday last
week that negotiations for the sale of three Hyundai Group
financial units to the AIG Consortium are nearing completion,
The Korea Herald reported Friday.

The three units to be sold off are Hyundai Investment and Trust
Securities (HITS), Hyundai Securities, and Hyundai Investment
Trust Management (HITM). The sale of the these units is being
conducted in exchange for investments of W1.11 trillion and W900
billion from the AIG consortium and the Korean government,

Once the sale is consummated, AIG will hold 22.3 percent stake
in Hyundai Securities, 36.1 percent stake in HITS, and 61.7
percent stake on HITM.

Hyundai Securities, for its part, will take 34.2 percent stake
in HITM.

KOREA EXPRESS: Search For Buyers Begins
With the court-approved reorganization plan in place, Korea
Express Company has started its search for interested investors,
both local and foreign, to take over what's touted to be as
Korea's leading logistics company, The Korea Herald reported

The company's reorganization plan calls for the conversion of
debts worth W271.3 billion into equities by creditors, apart
from a debt write-off involving a sum of W416.3 billion. Thus,
with these schemes, the company will be left with debts of
W428.5 billion, along with debt guarantees of W350 billion to
former sister firm Dong Ah Construction, the report says.

However, Korea Express offered assurance repayment on debts
would be made once the sell off of assets valued at W1.26
trillion was completed.

Although not one potential buyer has been identified yet, it was
reported US-based UPS had expressed in acquiring Korea Express,
notwithstanding the Koera Express's mounting debts and its  
downward business. UPS is confident in Korea Express' capability
of generating profit, as the American firm believes it is
knowledgeable about the latter's value.


MALAYSIAN GENERAL: Workout Scheme To Be Completed
CFT/TPL Listing Operations Manager Chong Fui Tzy states the
qualification by the Auditors in their report on the financial
condition of Malaysian General Investment Corporation Berhad
(MGIC) was largely based on the following grounds:

i) At the date of the accounts, the proposed restructuring
schemes of the Company and two of its subsidiaries, namely, MGIC
Construction Sdn Bhd and Magic Hill Resort Sdn Bhd have yet to
be completed.

The restructuring exercise, which in essence involves an
injection of new assets into MGIC Group and debt restructuring
with creditors of the scheme companies, is to restore the
financial and operational viability of the Group as a going

ii) The financial positions of the Company and certain of its
subsidiaries were in an adverse state, mainly due to heavy
losses carried from past years and continued cashflow
constraint. As at 31 December 2000, the Group had net current
liabilities of RM96.95 million and a deficit in shareholders'
funds of RM13.77 million.

This position however, was far better than the position as at 31
December 1999. This was mainly attributed to the disposal of a
subsidiary, MGI Securities Sdn Bhd, effective on 22 November

iii) The continued liquidity constraint and adverse financial
position had affected the Group's ability to meet certain terms
and conditions of loan facilities imposed by financial

iv) The adverse financial position had also caused uncertainty
over the recoverability of inter-company balances within the

v) Due to the adverse financial position and uncertainty over
the future business conditions of the Group, the appropriateness
of the carrying value of Group and Company's certain investments
and assets could not be ascertained.

In view of the above, the Auditors are of the opinion that the
going concern basis of preparing the financial statements of the
Group and Company may be inappropriate. The continuation of the
Group and Company as a going concern will be dependent on the
successful implementation of the proposed restructuring scheme
and ability to achieve future profitable operations.


MGIC was incorporated on 5 June 1914 in Malaysia as a public
company. Its headquarters is located at 4B, 4th Floor, Wisma
MGIC 38 Jalan Dang Wangi 50100 Kuala Lumpur, Tel: 03-2691 6633;
Fax: 03-2693 4173.

As Hibernia Rubber Estates, the Company operated a rubber
plantation. In January 1974, Hibernia's assets were transferred
to Riverview Rubber Estates Bhd. Hibernia then became a shell
company, wholly-owned by Riverview, and ceased to trade as a
rubber company.

In September 1974, the Company was acquired by Bumiputra
Merchant Bankers Bhd (BMB) and subsequently, assumed its present
name (MGICB) to reflect its proposed business as an investment
company. In May 1984, Yayasan Pahang, the investment arm of the
Pahang State Government, subscribed for 28.8m shares in MGICB.

With effect from 1 September 1988, the Company became solely a
holding company when, pursuant to a corporate reorganization
scheme, its investment operations were transferred to
subsidiaries MGIC Securities Sdn Bhd and MGIC Capital Sdn Bhd.

In 1989, the Group began to extend its investment activities
into property investment and development. Expansion into
stockbroking activities began in 1992 through the acquisition of
Charles Bradburne & Co (1930) (renamed MGI Securities (MGIS)).
In 1995, futures broking was added to its financial services.

The difficult operating conditions following the economic crisis
in 1997, led to the placement of subsidiary MGIS under trading
restriction in February 1998, and the appointment of Special
Administrators to the company in April 1999. The Exchange ruled
that MGIS must effect a restructuring scheme to avoid suspension
from trading.

The proposed scheme, revised in August 2000, incorporates
acquisitions of companies involved in property development and
construction. MGIS is also undergoing a restructuring exercise
via the disposal of its entire equity to Avenue Assets Bhd (AAB)
as part of AAB's merger program with Soon Theam Securities Sdn
Bhd and Kestrel Securities Sdn Bhd. The disposal was approved by
SC on 13 June 2000 and subsequently completed on 22 November

MAY PLASTICS: Enters Into SAs To Share Sale Deals
May Plastics Industries Berhad (MPI) announces that the company,
KSU Holdings Berhad (KSUH) and the vendors of Earnest Equity
Development Berhad (EEDB) and Kembangan Alam Berhad (KAB) had on
11 June 2001 entered into supplemental agreements (SAs) to the
share sale agreements dated 29 October 1999 entered into by the
same parties for the proposed acquisitions by KSUH of the entire
issued and paid-up share capital of EEDB and KAB, as an integral
part of the Proposed Rescue Scheme.

The Supplemental Agreements are entered into for the main
purpose of reflecting the Securities Commission's approval terms
and conditions for the Proposed EEDB/KAB Acquisitions, as
referred to in the Company's announcement to the KLSE on 10 July
2000 and the explanatory statement/circular to shareholders,
warrantholders and scheme creditors of MPI.

S&P FOOD: Court Orders Members' Meeting
S&P Food Industries (Malaysia) Berhad (SPF) says the High Court
of Malaya (Commercial Division) has, at the hearing on 8 June
2001, granted an order specifying the following:

(i) SPF is to convene a meeting of its members pursuant to
Section 176 (1) of the Companies Act, 1965 for the purpose of
considering and if thought fit, to approve with or without
modifications the Proposals. The proposals include capital
reduction, scheme of arrangement, debt restructuring, claim
settlement, acquisition of new business, acquisition of oil palm
estate, capitalization of debts, and disposal of existing

(ii) The Meeting is to be convened within a period of 90 days
from the date of the Order between 9.00 a.m. to 5.00 p.m..

The Company's solicitors are, however, seeking a clarification
from the Court whether the Meeting should be to only consider
the Proposed Scheme of Arrangement, with a separate
Extraordinary General Meeting to be convened for the other parts
of the Proposals.


The Company (SPFI) on 16 August 2000 proposed to undertake a
capital reduction and scheme of arrangement involving
incorporation of a new investment holding company (Newco), where
the existing shareholders of SPFI will have their respective
consolidated SPFI shares cancelled and exchanged with Newco

Upon completion of the proposed scheme, SPFI proposes to
undertake a rights issue and a debt restructuring that will
provide settlement of the Group's financial obligations by cash
repayment and the issuance of ICULS in Newco, and the settlement
of a claim by a stockbroking company also by an issuance of
ICULS in Newco.

In addition, SPFI proposes to acquire equity interests of 15
companies involved in operation of oil palm and cocoa
plantations and timber extraction, provision of equipment hiring
services, timber log trading, and provision of plantation
management services. SPFI also proposes to acquire two oil palm

Following this, Newco will dispose of the existing business of
SPFI via the disposal of SPFI and its existing subsidiaries to
Simfoni Melangit Sdn Bhd.
An application will be made to delist SPFI from the Second Board
of KLSE upon completion of the proposed scheme and to
subsequently list Newco on the Main Board of KLSE.

Upon completion of the restructuring exercise, the Company's
core business is expected to be changed to "Plantation".

SPFI had been involved in the manufacture, and trading of
coconut cream powder locally known as "Instant Santan" with the
technical back-up and research support of the Malaysian Research
and Development Institute (MARDI) in early 1983, and started
commercial production in May 1985.

TAI WAH: Court Sanctions Workout Scheme
On 11 June 2001, the High Court of Malaya at Shah Alam  
sanctioned the proposed debt reconstruction scheme of Tai Wah
Garments Manufacturing Berhad. The scheme creditors approved the
plan at the formal creditors meeting held 21 December 2000
without modifications or variations.

In April, the same proposal was approved by the Foreign
Investment Committee.

The proposed restructuring scheme remains conditional upon the
separate approval of the Securities Commission, Kuala Lumpur
Stock Exchange, and shareholders.

In 1970, the company commenced manufacturing of knitted men's
underwear, which was exported to Singapore for resale to
countries such as the US and the UK.

Tai Wah penetrated the international market in 1982, producing
under contract for European buyers, branded apparel under the
brand names Adidas, Christian Dior, Ralph Lauren, Nike and

Tai Wah has obtained a restraining order under Section 176 of
the companies Act, 1965 from the High Court of Malaya for the
purpose of implementing a restructuring scheme.

The restructuring scheme, announced in November 1998, involves a
proposed capital reduction and consolidation; debt
reconstruction; rights issue with warrants; special issues to a
group of senior management/operations staff and two independent
parties of Bumiputera investors; and the disposal of non-core
assets/ subsidiaries, namely, Tai Wah Ventures Sdn Bhd, Tai Wah
Development Sdn Bhd and Tai Wah Garments International Sdn Bhd.

Subsequently, in November 2000, the company revised its scheme
in relation to the settlement terms and conditions for both
secured and unsecured creditors pursuant to the debt
reconstruction, special issues to Tai Wah's management team, and
the management team's exemption from having to undertake
mandatory general offer after the special issues.

The scheme was submitted to the SC on 20 November 2000. At
meetings convened for Tai Wah's scheme creditors on 21 December
2000, the creditors unanimously voted for the scheme as

The company responded to queries raised by the SC on its
restructuring scheme on 22 February 2001. All regulatory
approvals are expected to be obtained in June 2001.

TANCO HOLDINGS: SC Approves Revised Proposal
Tanco Holdings Berhad announces the Securities Commission (SC)
has approved the Revised Proposal, as follows:

(i) Proposed settlement of the existing RM80,000,000 nominal
value of 6 percent irredeemable convertible unsecured loan
stocks (ICULS) 1997/2002 of Tanco via the issue of new ordinary
shares of RM1.00 each in the Company at an issue price of RM1.41
per share, instead of RM1.00 per share (Proposed ICULS 1997/2002

The issue price of RM1.41 per share was fixed by Tanco on 10 May
2000 based on a discount of 10 percent to the five-day weighted
average market price prior to the price fixing date of 10 May
2000. Accordingly, a total of 56,737,588 Tanco shares are
proposed to be issued for the settlement of the RM80,000,000
nominal value of ICULS 1997/2002;

(ii) Dato' Tan Jing Nam (DTJN) and Encik Aznan Abdul Aziz (AAA)
(collectively Grantors) are to grant options to the existing
shareholders of Tanco (excluding the Grantors) to purchase
ordinary shares of RM1.00 each in Tanco issued to the Grantors
pursuant to the Proposed ICULS 1997/2002 Settlement at the same
price as the shares to be issued pursuant to the Proposed ICULS
1997/2002 Settlement on the basis of one option for every five
existing ordinary shares held in Tanco (before the Proposed
ICULS 1997/2002 Settlement) (Proposed Grant of Options);

(iii) The rights issue of up to 167,443,363 new ordinary shares
with 167,443,363 free attached warrants to the shareholders of
Tanco on the basis of one new ordinary share and one free
warrant for every one (1) share held after the Proposed ICULS
1997/2002 Settlement, instead of the proposed rights issue of up
to 190,705,775 new ordinary shares with 190,705,775 free
attached warrants to the shareholders of Tanco on the basis of
one new ordinary share and one free warrant for every one share
held (Proposed Two-Call Rights Issue with Warrants); and

(iv) The restructuring of Tanco's debts (amounting to
approximately RM284.316 million as at 31 December 2000) which
will be partly paid from the proceeds of the Proposed Two-Call
Rights Issue with Warrants, with the balance of the debts being
restructured into term loans, as proposed (Proposed Revised
Restructuring of Bank Borrowings).

The SC's approval is subject to, among others, the following
terms and conditions:

(i) The Proposed Two-Call Rights Issue with Warrants may only be
implemented if the market price for Tanco shares is at or below
their par value and the Company has sufficient reserves for
capitalization for the second call;

(ii) CIMB and Tanco are required to ensure that the underwriting
for the minimum subscription amount for the Proposed Two-Call
Rights Issue with Warrants which has been proposed by Tanco at
RM40.5 million (Minimum Subscription), is in place prior to the
implementation of the Proposed Two-Call Rights Issue with
Warrants; and

(iii) The major shareholders and directors of Tanco are required
to give written undertakings that they will fully subscribe for
their entitlements to the Proposed Two-Call Rights Issue with

In the event that the Revised Proposal is not implemented as a
result of the Company not being able to procure underwriting for
the Minimum Subscription the Company may revert back to the
proposals, which were approved by the SC on 8 May 2000 and 13
June 2000 (Existing Proposal).

In addition, the SC has rejected the appeal made by the Company
on 22 January 2001 for the removal of a condition stated in the
SC's approval letter dated 25 October 1999. The said condition
stipulates that DTJN and AAA are not permitted to sell their
shareholdings and ICULS 1997/2002 holdings until after the books
closure date.

The Board of Directors of Tanco is currently deliberating the
terms and conditions of the SC's approval and an announcement
will be made in due course once a decision has been made by the

ZAITUN BERHAD: Winding Up Hearing Postponed
Zaitun Berhad said the hearing of the winding-up petition filed
against Zaitun Industri Sdn Bhd by Genting Sanyen Industrial
Paper Sdn Bhd has been postponed by the Court to 9:00 am on 11
October 2001.

Earliers, Zaitun Berhad announced the winding up petition
against Zaitun Industri Sdn Bhd raised by PC Darin (M) Sdn Bhd
was struck by the Kuala Lumpur High Court with no order as to


ASB GROUP: IBank Seeking SEC Approval On MoA
The International Exchange Bank (iBank) filed a motion seeking  
approval by the Securities and Exchange Commission (SEC) of the
bank's memorandum of agreement (MoA) signed between the bank and
the ASB Group of Companies for the settlement of ASB's debts
amounting to more than P299.59 million owed to the bank,
Business World reports Thursday.

The MoA included a joint venture agreement with ASB regarding
the completion of the group's Garden Heights project, apart from
the transfer by ASB Land, Inc. of all its rights and interests
over the said project to a special purpose company (SPC).

As part of the joint venture, iBank will extend fresh loans to
the SPC in order for the SPC to pay off ASB Land's debts owed to
creditor Standard Chartered Bank, suppliers and contractors of
the said project, the newspaper says.

The assignment of shares by the group in the SPC to iBank will
be treated as settlement for the bank's obligations taken after
the ASB Group.

NATIONAL POWER: ADB Awaits Privatization Plan
To release the remaining tranches of the government's Power
Sector Restructuring Loan worth US$200 million, the Asian
Development Bank (ADB) would need the proposed privatization
plan for the National Power Corporation (Napocor), as this was
the precondition of the bank on the loan, The Manila Bulletin
reports Thursday.

The plan, the newspaper reports, will be prepared by the Power
Sector Assets and Liabilities Management (PSALM) Corporation.
Moreover, the Joint Congressional Power Commission (JCPC) will
endorse the plan for the approval of the President.


MEDIARING.COM: Financial Controller Resigns
The Board of Directors of Limited announced the
resignation of Francis Cheang Kong Wah as Group Financial
Controller of the company, effective 15 June 2001.

Peter Ng Swee Soo is the appointed Group Financial Controller of
the Company as of 15 June 2001.

An Internet telephony services firm, posted a  net
loss of S$55.9 million for the fiscal year 2000. The figure is
more than double the recorded net loss in the previous year.

A S$12 million loss was incurred by the write-off of
investments, which included eWorld of Sports and i2U due to
"diminution value', says Mediaring CEO Ng Ede Phang. The
termination of such product lines for voice messaging services
like TalkZone, TalkWave and VoizCard also ensued write-offs
amounting to S$2.9 million.

Group revenue increased to S$19.8 million, from all three
business units--telephony services, integrated solutions and
consumer services.

The company boasts of a year 2000 registered user base of ten


EASTERN WIRE: Court Moves Consideration Of Plan To June 21
The Bankruptcy Court, on June 13, 2001 postponed the
consideration of the rehabilitation plan of Eastern Wire Public
Company Limited to June 21, 2001. The hearing will be held at
1:30 p.m. on 14-17th floor Bangkok Insurance Building, Sathorn
Tai Road, Thungmahamek Sub District, Satghorn District, Bangkok.

MODERN PLASTIC: Eastern Polymer To Buy Assets, Customer List
Plastic sheets producer and distributor Eastern Polymer Company
Limited is going to purchase the assets and customer list of
Thai Modern Plastic Plc for Bt200 million. The sale deal was
scheduled to be signed by both parties Friday, June 15, The
Nation reported.

Eastern Polymer admitted the purchase would bolster the
company's position in the Asian market. At present, The Nation
says, the company is engaged in the production of plastic
sheeting and components for automotive products. It also
specializes in plastic sheets for pick-ups.

On one hand, the sell-off of Thai Modern Plastic's assets is
part of the company's efforts to reduce its debts totaling Bt8
billion under its rehabilitation plan.

Under the plan, the sale proceeds of Bt200 million will be used
to pay Thai Modern Plastic's creditors. After the payment is
made, the company will undergo liquidation.

QUALITY HOUSES: Board Approves Appointment Of New Directors
The Board of Director's of Quality Houses Public Company Limited
approved the appointment of Lim Swe Guan and Khun Kanokvalee
Viriyaprapaikit as the new directors of the Company at Board
Meeting No. 10/2001 held on 14 June 2001. The two are replacing
Chaiyant Chokviriyakorn and Ravee Mongkoltavee, the resigned

TELECOMASIA CORP: TISCO Says Transaction "Fair And Reasonable"
TISCO Securities Company Limited (TISCO), the independent
financial adviser of TelecomAsia Corporation Public Company
Limited (TA), deemed the consideration to be paid by TA for the
proposed Acquisition and Connected Swap Agreement with Charoen
Pokphand Group Limited, Chanloe Co., Ltd., and Mr. Voravit
Janthanakul as "fair and reasonable", from a financial point of

The advisers wrote:

The Board of Directors of TelecomAsia Corporation Public Company
Limited (TA) have appointed us to act as the independent
financial advisor and render our opinion as to the fairness and
reasonableness, from a financial point of view, of the


The meeting of the Board No. 5/2001 held on May 21, 2001 passed
a resolution concerning the proposed acquisition by TA of
614,999,956 ordinary shares of Bt10 par value per share
representing approximately 41 percent of the total issued shares
of Bangkok Inter Teletech Co., Ltd. (BITCO) from Charoen
Pokphand Group Limited, Chanloe Co., Ltd., and Mr. Voravit
Janthanakul (collectively, the CP Group).

The principal material asset of BITCO is its 99.8 percent
shareholding in CP Orange Co., Ltd. (CP Orange), previously
known as Wireless Communications Services Co., Ltd., which is an
operator of nationwide cellular network under the concession
granted by the Communication Authority of Thailand (CAT).

The total consideration of such shares being acquired by TA
shall be Bt16,297,498,834. In consideration for the acquisition
of the BITCO shares, TA will issue to the CP Group:

(a) 307,499,978 new ordinary shares of Bt10 par value per share
of TA; and

(b) 100,000,000 equity warrants of TA, each of which is
exercisable into one fully paid-

The allocation of the issued shares and warrants is as follows:

(1) 2,499,978 ordinary shares and 813,000 equity warrants to
Charoen Pokphand Group Limited in consideration for 3,999,956
shares of BITCO.

(2) 305,000,000 ordinary shares and 99,187,000 equity warrants
to Chanloe Co., Ltd. in consideration for 610,000,000 shares of

(3) 0 ordinary share and 0 equity warrant to Mr. Voravit
Janthanakul in consideration for 1,000,000 shares of BITCO.

The proposed acquisition together with the issue of securities
by TA referred to above are collectively referred to for the
purpose of our opinion as the "Transaction".

In order to effect the Transaction, TA and CP Group have signed
a Share Swap Agreement dated June 5, 2001 (the Share Swap
Agreement) and a Voting Agreement dated June 5, 2001 (the Voting
Agreement) (collectively, the Transaction Documents). Material
clauses contained in the Voting Agreement include:

(i) Subject to the terms of the Voting Agreement, TA and CP
Group will vote in the same direction as a combined block of
approximately 51 percent.

(ii) At the time of a future listing of BITCO on a stock
exchange, TA may acquire from the CP Group the remaining 10% of
ordinary shares in BITCO, at the IPO price. In the event TA
chooses not to exercise this right, the Voting Agreement shall
be terminated.

(iii) Lock-up provisions on all TA shares (newly issued or
otherwise) held by Charoen Pokphand Group Limited and Chanloe
Co., Ltd. for a period of 6 months from the date on which TA
receives BITCO shares.

The completion of the Transaction is subject to approval by TA
shareholders pursuant to the Connected Person Notification and
the Major Transaction Notification and from relevant creditors
of TA, and the satisfaction of other conditions precedent.

In order to conduct the Transaction on an arms' length basis in
accordance with the best practices of corporate governance and
transparency, TA formed a Sub-Committee of the Board (Sub-
Committee) comprising directors who are non-affiliated to the CP
Group. The Sub-Committee negotiated all aspects of the
Transaction, including the financial terms of the Transaction
and the Transaction Documents prior to proposing the Transaction
for Board approval. Further, directors related to the CP Group
did not participate in voting on matters related to the
Transaction at the meetings of the Board.

Information Made Available To And Reviewed By Us

In connection with rendering our opinion, we reviewed (i) the
Transaction Documents; (ii) information concerning the business
of TA, BITCO and CP Orange; (iii) certain publicly available
information concerning other companies engaged in businesses
comparable to those of TA and CP Orange; (iv) the audited
financial statements of TA and BITCO for the fiscal year ended
December 31, 2000; and (v) certain internal financial analyses
and forecasts concerning TA and CP Orange prepared by the
management of TA and CP Orange respectively.

In addition, we held discussions with certain members of the
management of TA, the Sub-Committee, the CP Group and CP Orange
with respect to certain aspects of the Transaction, including
the past and current business operations of TA and CP Orange.

The Transaction

Pre and Post Transaction structures

According to the latest information provided to us, as of May
21, 2001, CP Group and its related persons presently own 29.00
percent of the total issued shares of TA. Immediately after the
Transaction, their shareholding will increase to 35.76 percent
of the total issued shares of TA. If all 100,000,000 equity
warrants are exercised, their shareholding will increase to
37.69 percent of the total issued shares of TA.


According to information provided, CP Group owns approximately
51 percent of the total issued shares of BITCO and Wirefree
Services Belgium S.A. owns 49 percent. Immediately after the
Transaction, the shareholding of CP Group will reduce to 10
percent, while TA will own approximately 41 percent of the total
issued shares of BITCO. The shareholding of Wirefree Services
Belgium S.A. in BITCO will remain unchanged.

Underlying Reasons For The Transaction

Exposure of TA to rapidly growing cellular telephone sector TA
and its subsidiaries operate various telecommunication
businesses. The primary business of TA is the operation of a
fixed line telecommunication service with a capacity of 2.6
million lines in the Bangkok Metropolitan area under the
Concession from the Telephone Organization of Thailand (TOT).

According to statistics published by the TOT, the total number
of fixed line telephone subscribers in Thailand has increased
from 3.662 million subscribers in 1995 to 5.568 million
subscribers in 2000, representing a compounded annual growth
rate (CAGR) of 8.7 percent. In the Bangkok
Metropolitan area, the number of fixed line telephone
subscribers has increased from 2.226 million subscribers in 1995
to 2.952 million subscribers in 2000, reflecting an even lower
CAGR of 5.8 percent.

In contrast, the total number of cellular telephone subscribers
in Thailand has increased at a CAGR of 24.2 percent between 1995
and 2000, from 1.231 million subscribers in 1995 to 3.647
million subscribers in 2000. At the current rates of growth, it
is expected that the total number of cellular telephone
subscribers will exceed the number of fixed line telephone
subscribers in Thailand by 2002.

As described earlier, BITCO owns 99.8 percent of CP Orange, one
of the nationwide cellular operators with concessions awarded by
CAT. In addition to these concessions awarded by CAT, TOT has
awarded one nationwide cellular concession.

Based on the understanding that Personal Cordless Telephone
(PCT) should be considered as a value added service to the fixed
line business, at present, TA does not have any presence in the
fast growing cellular business. Through the acquisition of
approximately 41% of BITCO and the Voting Agreement, TA will, in
effect, gain significant exposure to the cellular business.


Management of TA also expects that there will be substantial
synergies between the existing businesses of TA and the business
of CP Orange.

These synergies are expected to generate extra revenues,
increased market power and cost savings for both TA and CP
Orange. Some synergies are described below:

(i) Co-location of equipment of CP Orange at various remote
concentrator unit (RCU) sites in Bangkok. This will enable CP
preparing sites for the installation of equipment is often time
consuming, particularly in Bangkok.

(ii) Use by CP Orange, of the extensive transmission network of
TA in Bangkok to connect between the various network elements in
the cellular network.

(iii) Reciprocal arrangements for the use of respective payment
channels and distribution networks.

(iv) Common use of customer service facilities, such as call
centers, and common billing systems, which will allow fixed line
telephone and cellular telephone charges to be integrated in one

(v) Sharing of customer relationship management tools and
customer data.

(vi) Cross sharing of experienced personnel in both companies.

(vii) Increased marketing power through product bundling and
development of integrated fixed-mobility products.

(viii) Development of a multi-access portal for Internet access
by both fixed line telephone and cellular telephone.

Summary of Valuation Methods and Key Assumptions

Valuation methods

In order to determine whether the financial terms of the
Transaction were fair, we have used a variety of valuation
methodologies based on the information made available and
reviewed, as indicated earlier, to determine the fair value of
TA and CP Orange, given that CP Orange is effectively the
principal asset of BITCO. The valuation for TA and CP Orange was
performed each on standalone basis and the synergies such as
described earlier were not considered.

The valuation methods used by us reflect standard industry
practice for valuing telecommunication companies, and include:
(i) valuation based on discounted cash flows (DCF) derived from
future free cash flow forecasts of TA and CP Orange; (ii) the
multiples reflected by the ratio of the implied values of TA and
CP Orange to the forecast subscribers, revenue and EBITDA for
comparable companies in the same industry in Thailand; and (iii)
publicly available estimates of equity research analysts on the
valuation of TA and CP Orange.  We have also considered the
recent market price of TA prior to the announcement of the

It should be noted that due to the (i) inherent difference in
the business of TA (fixed line and related telecommunications)
and CP Orange (cellular telecommunications); and (ii) the start-
up nature of the business of CP Orange, DCF method has been used
as the principal valuation method, while the other methods
described above have been used to support the results of the DCF
method. The analyses indicate that per share equity value for TA
ranges from Bt37.9 to Bt45.2 and for CP Orange ranges from
Bt18.6 to Bt28.1.

Description of key assumptions

In order to determine the free cash flows of TA for the use of
the DCF method as mentioned in paragraph 4.1 above, the
following key assumptions have been considered:

(a) The forecast trend in the number of fixed telephone line
subscribers in Thailand in general and in Bangkok in particular.
The forecast trend has been determined based on (i) historical
growth rate; (ii) the experience of markets with similar levels
of wealth; (iii) the forecast growth in the cellular market
which is a limited substitute for fixed line for some users; and
(iv) the capacity and capability of TA and TOT to expand the
size of their networks.

(b) The forecast trend in the number of users of other services
advertising costs; (vi) general and administrative costs; (vii)
rental and utility cost; (viii) billing and customer service
cost; and (ix) their miscellaneous cost items. For each cost the
appropriate variable has been used, and forecasts are based on
the historical experience of other operators in the industry,
TA's business plan and strategy, and expected future increase to
account for increased business activity and inflation. In
particular, it should be noted that we have assumed that there
will be no change in the current concession agreement with the
CAT and TOT access fee agreement for the provision of any
(v) The forecast capital expenditure, largely based on guidance
from expansion plans, and the experience of other operators in
Thailand and elsewhere in the region after the initial rollout
phase is concluded. (vi) The free cash flows derived from the
above assumptions have been discounted at our assessment of the
appropriate WACC for CP
Orange. The WACC has been determined based on (i) the assessment
of the after tax interest rate at which CP Orange can currently
borrow in local currency; (ii) the cost of equity arising from
the risk free rate, the Beta of the shares of other companies
operating cellular business in Thailand, and the excess returns
generated by the shares of other companies operating cellular
business in Thailand over the risk free rate; (iii) the
projected long-term weighting of debt and market capitalization
in the capital structure of CP Orange; and (iv) the start-up
risk associated with CP Orange. Based on these assumptions, we
believe that a reasonable local currency WACC for CP Orange
would be in the range of 13.4 percent-14.4 percent.

5 Qualifications
In arriving at our opinion, we have assumed and relied upon the
accuracy and completeness of all information and documentation
as referred to in paragraph 2 above. Other than the exercise of
due care in accordance with our professional standard, we have
not conducted an independent verification of such information,
nor evaluation or appraisal of any of the assets or liabilities
of TA, BITCO and CP Orange. We have relied as to certain legal
matters on advice of counsel of TA.

Our opinion is necessarily based on economic, market and other
conditions as in effect on, and the information made available
to us as of, the date hereof. It should be understood that
subsequent developments may affect this opinion and that we do
not have any obligation to update, revise, or reaffirm this
opinion. We are expressing no opinion herein as to the price at
which TA securities will trade at any future time.

The summary set forth in this opinion is not a complete
description of the analyses undertaken, or data reviewed, by us.
The preparation of a fairness opinion is a complex process and
is not necessarily susceptible to partial analysis or summary
description. In arriving at our opinion, we considered the
results of all of our analyses as a whole.

Furthermore, we believe that selecting any portion of our
analyses, without considering all analyses, would create an
incomplete view of the process underlying our opinion.

In addition, we may have given various analyses and factors more
or less weight than other analyses and factors, and may have
deemed various assumptions more or less probable than other
assumptions, so that the ranges of valuation resulting from any
particular analysis described should not be taken as our view of
the actual value of TA or CP Orange.

In performing our analyses, we made numerous assumptions with
respect to industry performance, general business and economic
conditions and other matters, many of which are beyond the
control of TA and CP Orange. Any estimates contained in our
analyses are not necessarily indicative of future results or
actual values, which may be significantly more or less favorable
than those suggested by such estimates.

We have been engaged by the Board of TA to act as an independent
advisor and to render our opinion as to the fairness and
reasonableness, from a financial point of view, of the
Transaction and will receive a fee for our services, which is
payable upon delivery of this fairness opinion.  In ordinary
course of business, we and our affiliates may actively trade the
securities of TA for our own account and for the accounts of
customers. In addition, we and our affiliates have previously
rendered certain investment banking and financial advisory
services to CP Group or any of its affiliates for which we have
received customary compensation.  

Summary and Our Opinion

Based on the valuation methodologies and the above assumptions,
a range of exchange ratios between 1.6 to 2.1 was derived for
existing BITCO shares in exchange for the issue of new TA
securities as described above.  The exchange ratio of BITCO
shares per TA securities for the Transaction, which is 2.0 in
the absence of the exercise of any equity warrants by CP Group
or 1.8 in the event that all such equity warrants are exercised
by CP Group, falls within such range of exchange ratios. On the
basis of and subject to the foregoing, we are of the opinion
that as of the date hereof the consideration to be paid by TA
for the proposed Transaction is reasonable and fair, from a
financial point of view, to TA.

This opinion is addressed to you solely for your benefit as
independent directors of TA in connection with and for the
purposes of your evaluation of the Transaction. This opinion is
not to be relied upon by anyone else for any purpose without our
express consent.  Subject to the foregoing, you may further
distribute this opinion to the Board of Directors of TA, TA
shareholders and the Stock Exchange of Thailand as required
under the Connected Transaction Notification and Major
Transaction Notification.

UNITED BROADCASTING: Saving Bt1.3-B Through Re-engineering
According to United Broadcasting Corporation Plc (UBC) Chief
Financial Officer Vasili Sgourdos, UBC expects savings of up to
Bt1.3 billion in a five-year period if the company fully
implements its corporate re-engineering program, AFX-Asia

The program is targeted at raising the level of the company's
operational efficiency, and reducing the cost structures to cut
losses resulting from the weakening of the baht. Plan
implementation will include slashing its workforce and overhead
expenses by as much as 25 percent.

UBC CEO Sompan Charumilinda was quoted in the report as saying,
"One key objective of the restructuring is to try and reduce
costs to a bare minimum, but it is also important that the cuts
minimize the impact on services presently received by

He continued, "The cuts can not go so deep so as to affect our
level and quality of services as this would result in loss of
subscribers which would result in an increased financial burden.

"Retaining existing subscribers is paramount in UBC's push for
improved financial performance. As such we have focused on back
office costs and driving operational efficiencies."

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. Lyndsey Resnick,
Ronald Villavelez, Maria Vyrna Ni¤eza, Editors.

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

This material is copyrighted and any commercial use, resale or
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contained herein is obtained from sources believed to be
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information, contact Christopher Beard at 301/951-6400.

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