/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/020628.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 Friday, June 28, 2002, Vol. 5, No. 127 Headlines A U S T R A L I A AUSDOC GROUP: Property Sale, Leaseback Nets A$9M CHIQUITA BRANDS: Posts Initial Director`s Interest Notice DVT HOLDINGS: GM Re USC Merger to be Held on July 31 FOREST ENTERPRISES: Gets A$11M Long-Term Funding Plan MAYNE GROUP: Ratings Unaffected by QML Acquisition SOFTWARE COMMUNICATION: DCL Ups Substantial Holding WATSON BENEFIT: Hedge, Hall of PwC Appointed as Liquidators C H I N A & H O N G K O N G ABC.COM (HOLDINGS): Narrows Operations Loss to HK$40,068,300 BOOKLET INVESTMENT: Winding Up Petition Slated for Hearing CHINA DEVELOPMENT: Singaporean Unit's Petition Withdrawn LUEN CHEONG: Hearing of Winding Up Petition Set LYSON INTERNATIONAL: Petition to Wind Up Pending SUNBIG INVESTMENTS: Winding Up Petition Hearing Set I N D O N E S I A ASURANSI JIWA: Receiver Steps Down From Post ASURANSI JIWA: Resumes Usual Operations BARITO PACIFIC: Aims to Restructure US$378M Debt SINAR MAS: IBRA Urges Non-Core Asset Sale J A P A N DAIEI INC: Shinsei Asks to Repay Y100B in Loans HITACHI LTD: Appoints Koike as Unit's CEO, President HOKKAIDO INTERNATIONAL: Orix in Talks With Insolvent Airline MITSUBISHI RAYON: Moody's Ups Baa3 Outlook Ratings to Stable NISSAN MOTOR: Expects to Pay Taxes for This Year SHINTOM CO: TSE to Delist Audio-Visual Equipment Maker TORAY INDUSTRIES: Moody's Lowers Baa1 Outlook to Negative K O R E A DAEWOO MOTOR: Creditors Sell Polish Car Plant HYNIX SEMICONDUCTOR: Solo Survival is Possible, Says Minister HYNIX SEMICONDUCTOR: KDB Raises Reserve Ratio Against Chipmaker PAN OCEAN: Creditors Set to Sell Off Shipping Firm SEOUL BANK: KEB Submits Proposal to Buy Bank SEOUL BANK: Chohung Bank Will Decide on Bid M A L A Y S I A AYER HITAM: Subsidiary Acquires Dormant Company AYER HITAM: Unit in the Midst of RM22.8M Loan Restructuring KEMAYAN CORPORATION: Court Grants Further RO Time Extension KILANG PAPAN: Seeks Proposed Adoption, Shareholders Mandate LIEN HOE: Resolutions Pass at 32nd AGM MBF CAPITAL: Shareholders OK All Resolutions at 11th AGM NCK CORPORATION: RA Time Extension Request Pending PAN MALAYSIA: Shareholders OK All Resolutions at 19th AGM, EGM PERBADANAN KEMAJUAN: Undertakes RM510M Debt Restructuring PLB ENGINEERING: Associate Company Voluntarily Wound Up TANAH EMAS: Land Title Subdivision, Condition Amended TECHNO ASIA: Discloses 33rd AGM Results TIME DOTCOM: Posts Change in Boardroom Notice TRANS CAPITAL: High Court Further Extends RO for Nine Months P H I L I P P I N E S BELLE CORPORATION: FR Notes Due May 2002 Terms Amended KEPPEL PHILIPPINES: Appoints Sycip Gorres as External Auditor PHILIPPINE AIRLINES: PNB Gives June 30 Deadline to Pay P254M PHILIPPINE LONG: Promises Reforms in Exchange for Veto of JV S I N G A P O R E ASIA PULP: Resisting Petition for Judicial Management Order MPH LTD: Sees FY2002 Net Loss of S$52M NATSTEEL LTD: Discloses Shares Disposal Additional Info PANPAC MEDIA.COM: Proposes Shares Acquisition OVERSEA-CHINESE: Plans 97-Employee Lay-off T H A I L A N D ITALIAN-THAI DEVELOPMENT: Post Signed Contract Details KASET THAI: Files Business Reorganization Petition SINO-THAI RESOURCES: Releases Audit Committee Members' Names - - - - - - - - ================= A U S T R A L I A ================= AUSDOC GROUP: Property Sale, Leaseback Nets A$9M ------------------------------------------------ AUSDOC Group Limited announced Wednesday that its wholly owned subsidiary, AUSDOC Information Management Pty Ltd (AIM), has entered a sale and lease back agreement for its Sunshine warehouse facility. Net proceeds from the sale are in excess of $9 million, resulting in a profit on sale of over $2.5 million. AUSDOC Managing Director, Mr Alan Freer said, "Proceeds from the sale will be applied against bank debt, reducing AUSDOC's gearing levels." The property in Sunshine, Victoria has been purchased by the Macquarie Goodman Capital Trust, a sub-trust of the $1.5 billion Macquarie Goodman Industrial Trust. The initial leaseback on the existing warehouses of approximately 13,000sqm is for 15 years with two further options for 10 years each. The initial rental yield is approximately 8.6 percent. The transaction also includes agreements for the development of an additional 15,000sqm (approx) of warehouse space. SATISFACTION OF RELEVANT BID CONDITION On 18 June 2002 AUSDOC announced that ABN Amro Capital (Belgium) NV, through a wholly owned subsidiary, intended to make a recommended cash offer of $2.15 per share for all of the shares of AUSDOC. The announcement stated that ABN Amro Capital's offer would be subject to a number of conditions, one being that, before the end of the offer period, completion of the sale of the AUSDOC Information Management Sunshine property for a net consideration of not less than $8.5 million occurs. AUSDOC considers that this condition has now been satisfied. CHIQUITA BRANDS: Posts Initial Director`s Interest Notice --------------------------------------------------------- Chiquita Brands South Pacific Limited posted this notice: INITIAL DIRECTOR'S INTEREST NOTICE Name of Company Chiquita Brands South Pacific Limited ABN 002 687 961 We (the entity) give the ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Craig Allan Stephen Date of Appointment 15/01/1998 Part 1 - Director's relevant interests in securities of which the director is the registered holder Number & class of securities 340,000 Fully paid ordinary shares held in the name of Mr Craig Allan Stephen as Trustee of the CBSP Employee Share Plan. Part 2 - Director's relevant interests in securities of which the director is not the registered holder Name of holder & Number & class nature of interest of securities Nil Part 3 - Director's interests in contracts Detail of contract Nil Nature of interest - Name of registered holder (if issued securities) - No. and class of securities to which interest relates - DVT HOLDINGS: GM Re USC Merger to be Held on July 31 ---------------------------------------------------- DVT Holdings Limited (ACN 067 682 928) advised that a General Meeting of shareholders of the Company will be held at 12 noon (Sydney time) on Wednesday 31 July 2002 at The Mitchell Theatre, Level 1, 280 Pitt Street, Sydney, New South Wales. BUSINESS To consider and, if thought fit, to pass the following resolutions as ordinary resolutions: 1. APPROVAL OF MERGER WITH UTILITY SERVICES CORPORATION LIMITED (USC) "That the merger of the Company and USC by way of the Takeover Offer (including the issue of ordinary shares in the Company under the Takeover Offer) as described in the Explanatory Memorandum accompanying this Notice, be approved." 2. REPLACEMENT OF ISSUED USC OPTIONS BY THE ISSUE OF DVT OPTIONS "That subject to the completion of the Takeover Offer, the issue by the Company of DVT Options (and any ordinary shares issued on the exercise of those options) in replacement of issued USC options as described in the Explanatory Memorandum accompanying this Notice, be approved." 3. OTHER MATTERS APPROVAL AND RATIFICATION OF PREVIOUS ISSUES OF SHARES AND OPTIONS "That the issue of: (a) 2,500,000 ordinary shares in the Company; and (b) 3,500,000 options over ordinary shares in the Company (and any ordinary shares issued on the exercise of those option in accordance with their terms of issue), on the dates, to the persons and on the terms described in the Explanatory Memorandum, be approved and ratified." FOREST ENTERPRISES: Gets A$11M Long-Term Funding Plan ----------------------------------------------------- Forest Enterprises Australia Limited (FEA) announced Thursday that it had successfully negotiated long-term financial arrangements with its existing bankers and another leading independent financial institution. The Interim Chief Executive Officer of FEA, Chris Oldfield, said that the arrangements represented a secure platform from which FEA could look towards further expansion in the forest products and plantation industries. "The arrangements we have settled today (Thursday), include new funding of $6M and a restructure of the existing facilities to provide total facilities from these two institutions of approximately $11 million," Mr Oldfield stated. "The stability that these arrangements offer, come at a time when the Company is carefully exploring strategic options for expansion consistent with the Company's aim of becoming a significant participant in Australia's forest products industry though vertical integration and the value adding to its timber resource." MAYNE GROUP: Ratings Unaffected by QML Acquisition -------------------------------------------------- Standard & Poor's said Wednesday that the ratings on Mayne Group Ltd. (Mayne, BBB/Negative/A-2) are unaffected following the announcement that Mayne will acquire Queensland Medical Laboratory Group (QML) for about A$270 million. QML is Queensland's leading pathology services provider and the acquisition will enhance Mayne's pathology presence in this growing market. Mayne's strong capital structure provides adequate capacity for this cash-funded acquisition within the current rating category. The acquisition is conditional on approval from the Health Insurance Commission. SOFTWARE COMMUNICATION: DCL Ups Substantial Holding --------------------------------------------------- Data & Commerce Limited increased its relevant interest in Software Communication Group Limited on 25 June 2002, from 8,500,637 ordinary shares (9.74 percent) to 9,520,627 ordinary shares (10.91 percent). Just days ago, TCR-AP advised that as a consequence of the continued inability of the Company to obtain a renewal of its Directors and Officers Insurance post 30 June 2002, the Board resolved to make an application for the winding up of the company. WATSON BENEFIT: Hedge, Hall of PwC Appointed as Liquidators ----------------------------------------------------------- The Supreme Court of Queensland has appointed on Wednesday liquidators to Watson Benefit Services Pty Ltd (Watson Benefit), following an application by the Australian Securities and Investments Commission (ASIC). Mr Peter James Hedge and Mr Gregory Winfield Hall of Price Waterhouse Coopers Sydney were appointed as the liquidators of Watson Benefit. Mr Hamish Watson is the sole director and shareholder of the company. In applying for a liquidator to wind up the company, ASIC alleged that Watson Benefit had misappropriated or dishonestly dealt with funds allegedly received from Harts Australasia Ltd (in liquidation). In addition ASIC had concerns about the solvency of Watson Benefit following the recent sale of the alleged only asset of the company, a residence at 14 Florida Road, Palm Beach NSW. Watson Benefit initially contested the winding up application but on Wednesday withdrew its objection to the application. ASIC commenced enquiries into the affairs of Watson Benefit after identifying it as the recipient of $5 million from the public company Harts Australasia Ltd (Harts) shortly after a public fundraising of $30 million by Harts. Enquiries conducted by ASIC revealed that part of the $5 million was used by Watson Benefit to purchase a 360 Modena F1 Ferrari and to pay out leases on a Riviera Cruiser motor boat, silver 360 Modena Ferrari, red Ferrari Spider convertible and a Dodge 4/4 Quad cab motor vehicle. ASIC successfully had liquidators appointed to Harts in October 2001. ASIC's investigation is continuing. ================================ C H I N A & H O N G K O N G ================================ ABC.COM (HOLDINGS): Narrows Operations Loss to HK$40,068,300 ------------------------------------------------------------- ABC Communications (Holdings) Limited announced on 27 June 2002: (stock code: 30) Year end date: 31/3/2002 Currency: HK$ Auditors' Report: Neither Review of Interim Report by: N/A (Audited) (Audited) Last Current Corresponding Period Period from 1/4/2001 from 1/4/2000 to 31/3/2002 to 31/3/2001 Turnover : 38,750,497 54,445,706 Profit/(Loss) from Operations : (40,068,300)(254,900,439) Finance cost : (5,033,723) (2,222,220) Share of Profit/(Loss) of Associates : - - Share of Profit/(Loss) of Jointly Controlled Entities : - - Profit/(Loss) after Tax & MI : (45,708,741)(256,740,611) % Change over Last Period : N/A EPS/(LPS)-Basic : (9.8 cents) (55.0 cents) -Diluted : N/A N/A Extraordinary (ETD) Gain/(Loss) : - - Profit/(Loss) after ETD Items : (45,708,741) (256,740,611) Final Dividend per Share : 1 cent NIL (Specify if with other options) : - - B/C Dates for Final Dividend : 29/7/2002 - 2/8/2002 bdi. Payable Date : 13/8/2002 B/C Dates for Annual General Meeting : 29/7/2002 - 2/8/2002 bdi. Other Distribution for Current Period: NIL B/C Dates for Other Distribution : N/A Remarks: 1 Basis of preparation and accounting policies The accounts have been prepared in accordance with generally accepted accounting principles in Hong Kong and comply with the Statements of Standard Accounting Practice issued by the Hong Kong Society of Accountants (SSAP). The accounts are prepared under the historical cost convention as modified by the revaluation of other investments. In the current year, the Group has adopted the new or revised SSAPs effective for accounting periods commencing on or after 1 January 2001. The adoption of these new SSAPs had no material effects on the Group's results except that the adoption of SSAP 30 "Business combination" and SSAP 31 "Impairment of assets" has resulted in an increase in loss attributable to shareholders for the year ended 31st March 2001 by HK$181,319,621 which is the amount of the adjustment in respect of impairment losses on goodwill previously included in capital reserve. As a result of the adjustment, the relevant portion of such goodwill previously realized to the profit and loss account upon deemed disposal of the relevant subsidiary in prior year was also reversed. Consequently, loss attributable to shareholders for the year ended 31st March 2001 has been reduced by HK$5,748,089. These changes resulted in a net increase in loss attributable to shareholders for year ended 31st March 2001 by HK$175,571,532. 2. Turnover 2002 2001 HK$ HK$ Continuing operations 35,587,840 51,277,848 Discontinued operations 3,162,657 3,167,858 ---------- ---------- 38,750,497 54,445,706 ========= ========== 3. Loss from operations 2002 2001 HK$ HK$ Continuing operations (27,920,589) (243,012,325) Discontinued operations (12,147,711) (11,888,114) ------------ ------------- (40,068,300) (254,900,439) ========== ============ Exceptional items (charging)/crediting to loss from operations are as follows: 2002 2001 HK$ HK$ Unrealized gain/(loss) on revaluation of other investments 13,789,582 (34,346,033) Impairment of goodwill previously included in capital reserve - (181,319,621) Gain on disposal of listed other investments 10,781,209 - Gain on disposal of listed investment securities 6,066,895 - Provision for diminution in value of investment securities (12,136,047) - ========== ========= 4. Loss per share The loss per share is calculated based on the loss attributable to shareholders of HK$45,708,741 (2001 as restated: HK$256,740,611) and on the weighted average number of 466,886,000 (2001:466,886,000) shares in issue during the year. Diluted loss per share is not presented as the exercise of the outstanding shares options of the Company would be anti-dilutive in respect of both years presented. BOOKLET INVESTMENT: Winding Up Petition Slated for Hearing ---------------------------------------------------------- The petition to wind up Booklet Investment Limited is scheduled to be heard before the High Court of Hong Kong on August 7, 2002 at 11:30 am. The petition was filed with the court on May 15, 2002 by Yeung Kam Kwan of Room 1207, Sau Ching House, Sau Mau Ping Estate, Kowloon, Hong Kong. CHINA DEVELOPMENT: Singaporean Unit's Petition Withdrawn -------------------------------------------------------- China Development Corporation Limited, in reference to its announcement dated 24th May, 2002, announced that Sum Cheong Piling Pte. Ltd. (SCP), an indirect wholly owned subsidiary of the Company in Singapore received a petition for winding-up in respect of a statutory demand in the amount of approximately S$340,000 (Petition), and subsequently, SCP settled with the petitioner outside court, which agreed to withdraw the Petition shortly. On 25th June, 2002, the Company was informed that by order of the High Court of the Republic of Singapore, the Petition was withdrawn accordingly. LUEN CHEONG: Hearing of Winding Up Petition Set ----------------------------------------------- The petition to wind up Luen Cheong Tai Construction Company Limited will be heard before the High Court of Hong Kong on August 28, 2002 at 9:30 am. The petition was filed with the court on May 23, 2002 by Wingfast Engineering Limited, whose registered office is situated at 30th Floor, Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong. LYSON INTERNATIONAL: Petition to Wind Up Pending ------------------------------------------------ The petition to wind up Lyson International Limited is set for hearing before the High Court of Hong Kong on August 7, 2002 at 11:00 am. The petition was filed with the court on May 9, 2002 by Kong Yuk Ling of Room 4002, Tat Hong House, Po Tat Estate, Nam Tin, Kowloon, Hong Kong. SUNBIG INVESTMENTS: Winding Up Petition Hearing Set --------------------------------------------------- The petition to wind up Sunbig Investments Limited is scheduled for hearing before the High Court of Hong Kong on July 3, 2002 at 11:00 am. The petition was filed with the court on March 28, 2002 by Standard Chartered Bank being a corporation duly incorporated in the United Kingdom and with a place of business registered in Hong Kong pursuant to Part XI of the Companies Ordinance (Cap. 32) at Standard Chartered Bank Building, 4-4A Des Voeux Road Central, Hong Kong. ================= I N D O N E S I A ================= ASURANSI JIWA: Receiver Steps Down From Post -------------------------------------------- Kalisutan, the court-appointed receiver of PT Asuransi Jiwa Manulife Indonesia on Thursday resigned from his post, Dow Jones reports. "Today I tender my resignation as a receiver for Manulife's bankruptcy," said Kalisutan, who was earlier petitioned by AJMI to be replaced as he does not have the authority to act as a curator since he's no longer a member of the Indonesian Curators and Receivers Association (AKPI). PT Asuransi Jiwa Manulife Indonesia claims that the Commercial Court's ruling on June 13 on bankruptcy and Kalisutan's order to shut down operations, were attempts to ruin its business by former joint venture partner, PT Dharmala Sakti Sejahtera. Currently, AJMI is appealing to Supreme Court the bankruptcy ruling and 7is said to take six weeks. ASURANSI JIWA: Resumes Usual Operations --------------------------------------- PT Asuransi Jiwa Manulife Indonesia (Manulife Indonesia) starting Thursday, June 27 at 8:00am, resumed usual operations for all 400,000 of its policyholders. "We received a letter today (Wednesday) from Mr. Kalisutan stating that based on the Supervisory Judge letter that AJMI received last week we could resume usual operations," said Philip Hampden-Smith, President Director, Manulife Indonesia. "We are confident that this is a positive step in the process that will soon result in the reversal of the Commercial Court's bankruptcy ruling. We are pleased that we can return to usual operations, enabling us to fully service our valued customers and to continue providing the best insurance products and services in the country." Continued Mr. Hampden-Smith, "By now it must be clear to all, that we remain committed to our operations in this country. As was stated by the Minister of Finance, Manulife Indonesia is a solvent, financially strong company, with large enough assets to protect every one of our 400,000 policyholders. Throughout this ordeal, our employees and policyholders have been tremendously supportive and we thank them for that. Hopefully, we'll soon receive a judicious decision on appeal that will protect our customers." Members of Manulife Indonesia's staff on Wednesday were preparing to recommence business, offering policyholders the full range of services that have been limited since the June 13th Commercial Court decision. "In accordance with our assurances to our policyholders, we are working overtime, preparing to basically get back to regular business," said Nelly Husnayati, Assistant Vice President Agency, Manulife Indonesia. "The customer loyalty demonstrated during this challenging period has been remarkable and we are working at full capacity to show them our appreciation." Concluded Ms. Husnayati, "We understand that Indonesia is going through a difficult transition to a democracy. We are confident however that this government will continue to work positively for Indonesia's future." BARITO PACIFIC: Aims to Restructure US$378M Debt ------------------------------------------------ PT Barito Pacific Timber hopes to restructure its US$378.7 million debt through a debt to equity swap, Asia Pulse reports, citing Company Commissioner Yohannes Hardian, adding that the debt restructuring process is expected to be completed by the end of this year. "We are trying to find a win-win solution," Yohannes said. Barito Pacific, which has 16 subsidiaries, reported a net loss of Rp1.51 trillion (US$170 million) last year up from Rp1.02 trillion in the previous year. Last year, the Company booked sales valued at Rp1.29 trillion (US$145 million), an increase of 18.7 percent year-on-year. Yohannes said the company sold 524,946 cubic meters of plywood, up 3.41 percent from the previous year, stressing that plywood is the largest contributor to the company income. SINAR MAS: IBRA Urges Non-Core Asset Sale ----------------------------------------- The Indonesian Bank Restructuring Agency (IBRA) is asking Sinar Mas Group to sell its non-core asset as well as its stake at a number of companies to pay its debt, Bisnis Indonesia reports, quoting IBRA Chairman Syafruddin A. Temenggung. "I just want to get cash, now. IBRA would urge SMG to sell its non-core asset as well as stake. In principle, Sinar Mas Group was ready to pay its debt," Temenggung said. "SMG would also make payment by offsetting BII rights evidence certificate by way of unrestructuring loans." Earlier, Yan Partawijaya, the Corporate Secretary of Sinar Mas, said Company funds for debt payment of 20 percent this year were derived from BII stake sale, cash payment of debtors who had financial capability to pay and demand rights of the business group at IBRA. Syafruddin guaranteed that if foreign creditors give their consent, and Sinar Mas can pay its liabilities of 20 percent at the end of June, IBRA will not exercise its collateral demand. ========= J A P A N ========= DAIEI INC: Shinsei Asks to Repay Y100B in Loans ----------------------------------------------- Shinsei Bank Ltd. (SBL) has asked Daiei Inc. for the repayment of Y100 billion in loans as SBL aims to cut its Y1.1 trillion of debt, the Nihon Keizai newspaper and Bloomberg reported Thursday. Daiei will ask its banks including UFJ Bank Ltd. and Mizuho Holdings Inc. for more loans so that it can repay the money owed to Shinsei. Daiei has struggled to boost sales as real household spending has dropped for nine straight years. Daiei is predicting a group net profit of 120 billion yen in the year to February, versus a loss of 333 billion yen in the year earlier period. A Daiei spokesman denied the report. HITACHI LTD: Appoints Koike as Unit's CEO, President ---------------------------------------------------- Hitachi, Ltd. announced on Tuesday the appointment of Atsuyoshi Koike as the new President & CEO of Trecenti Technologies, Inc. (Trecenti) a wholly owned subsidiary of Hitachi as of June 24, 2002. Trecenti was established as a dedicated wafer fabrication Company in March 2000. It started manufacturing operations in March 2001, and was the world's first Company with 300-mm wafer plant in volume production. The Company has realized quick turn around times by using single wafer processing* and world leading cost-performance with leading-edge technologies down to 0.13- micron. Trecenti aggressively operates a foundry business in response to customer's demands as well as manufacturing system LSIs, SRAMs and flash memories for Hitachi. Mr. Koike was involved in the start-up of the world's first 300mm fab and volume production as general manager of Manufacturing Technology Division since its inception. As of the President, Mr. Koike will continue to advance Trecenti's business. Toshio Nohara, the former President, stepped down as of 24 June and became Group Executive of Hitachi's Semiconductor & Integrated Circuits Group. [Note]* A single wafer is processed in a process chamber at a time. It enables shorter cycle time and flexibility to production changes. Biography of Mr. Koike: Name: Atsuyoshi Koike Date of Birth: August 26,1952 Education: March 1978 M.S., Materials Science and Engineering, Waseda University Professional History: April 1978 Joined Hitachi, Ltd. August 1994 Deputy Department Manager, Process Engineering Development Dept., Technology Development Operation, Semiconductor & Integrated Circuits Group. February 1996 Department Manager, Front-End Manufacturing Technology Dept., Semiconductor Manufacturing Technology Center, Semiconductor & Integrated Circuits Group. September 1998 General Manager, Semiconductor Manufacturing Technology Division, Total Production Div., Semiconductor & Integrated Circuits Group. October 1999 General Manager, Semiconductor Manufacturing Technology Operation, Total Production Div., Semiconductor & Integrated Circuits Group. March 2000 Board Director, General Manager of Manufacturing Technology Division, Trecenti Technologies, Inc. About Trecenti Technologies, Inc.: Name : Trecenti Technologies, Inc. Establishment : March 15, 2000 Capital : 30 billion yen (100% owned by Hitachi,Ltd.) Business : Manufacturing, sales and services of semiconductor products using 300 mm wafer, and its related business Number of employees : about 420(as of 31 March, 2002) Headquarters : 751 Horiguchi, Hitachinaka-City, Ibaraki 312- 0034, Japan Capacity : 7,000 wafers per month Products : System LSIs, System memories About Hitachi, Ltd. Hitachi, Ltd. headquartered in Tokyo, Japan, is a leading global electronics Company, with approximately 320,000 employees worldwide. Fiscal 2001 (ended March 31, 2002) consolidated sales totaled 7,994 billion yen ($60.1 billion). The Company offers a wide range of systems, products and services in market sectors, including information systems, electronic devices, power and industrial systems, consumer products, materials and financial services. For further information, please visit the Hitachi, Ltd. home page at: global.hitachi.com Contact: Hitachi, Ltd. Chieko Yoda yoda-chieko@sic.hitachi.co.jp 03-5201-5250 HOKKAIDO INTERNATIONAL: Orix in Talks With Insolvent Airline ------------------------------------------------------------ Leasing firm Orix Corp is negotiating with insolvent Hokkaido International Airlines to become one of its major shareholders, after the carrier's Tuesday filing for court protection from its creditors, Kyodo News said Thursday. Orix aims to revive the profitability of the carrier, eyeing to cashing in on stock dividends from a post-rehabilitation Air Do. Orix also plans to pocket capital gains from the sale of shares it will purchase in Air Do on condition their value will be greater through a rehabilitation program it will apply. MITSUBISHI RAYON: Moody's Ups Baa3 Outlook Ratings to Stable ------------------------------------------------------------ Moody's Investors Service on Wednesday changed the outlook on the Baa3 senior unsecured long-term debt ratings of Mitsubishi Rayon Co., Ltd. (Mitsubishi Rayon) to stable from positive. The change in outlook reflects Moody's view that further improvement in Mitsubishi Rayon's cash flow and financial fundamentals may take some time. The Company has strengthened its business fundamentals and competitiveness by focusing on acrylic-based products ranging from acrylic fibers to MMA derivatives, and also by divesting its non-core businesses in a timely manner. The Company has been successful at achieving cost competitiveness and technological advantages by allocating its management resources effectively to core businesses. As a result, the Company has prevented profits from collapsing despite the weakening global economic environment in the past few years. The Company started a new mid-term business plan in April 2002, which focuses on strengthening its global market position in its mainstay businesses. The Company plans especially to maintain a high level of capital expenditure over the next three years for reinforcing its production operating system globally in order to respond to the increasing demand. As a result, it may be difficult for the Company to further improve its financial fundamental in the intermediate term. The rating agency will monitor how the Company manages its capital expenditure while at the same time maintaining its currently healthy financial fundamentals and stable cash flow. Mitsubishi Rayon Co., Ltd., is a leading producer of acrylic- based products mainly in acrylic fiber and MMA products in Tokyo. The Company's consolidated sales for the fiscal year ended March 2002 were Y306.5 billion (approximately US$2,491.8 million). TCR-AP reported that The Tokyo-based maker of acrylic fiber, resin and optical fiber posted a group net loss of 964 million yen, compared with a loss of 141 million yen the previous year. Mitsubishi Rayon in the year has total assets of 348.1 billion yen, and debt of 91 billion yen. Refer to the full copy of the Company's financial report at http://www.bankrupt.com/misc/TCRAP_Mitsubishi0516.pdf. NISSAN MOTOR: Expects to Pay Taxes for This Year ------------------------------------------------ Nissan Motor Co expects to pay taxes for the current year to March at close to the normal corporate tax rate of 42 percent, with its strong earnings performance making it impossible for the firm to continue using tax-deferred accounting to lessen its tax burden, the Nihon Keizai Shimbun reported, AFX News said Thursday. The Company sees a rise in pretax profit to 18 percent in 2002 and it expects a 50 billion yen profit on the sale of the plot on which its Murayama plant once stood. But with the increased tax burden, net profit is expected to rise only 2 percent to 380 billion yen. The automaker has not paid taxes since fiscal 1999 because of massive restructuring losses, which allowed it to apply tax- deferred accounting. The lessened tax burden helped improve the group's bottom line last year. TCR-AP reported that in fiscal 2001, Nissan achieved a record financial performance, posting an operating profit of Y490 billion. Its operating margin climbed to 7.9 percent and net debt held by automotive units (excluding captive finance companies) fell to about Y435 billion. In its restructuring plan, Nissan had pledged to achieve an operating margin of 4.5 percent and net debt of no more than Y700 billion. The Company's ratio of total debt to capital is likely to have fallen below 65 percent at March 2002 from 73 percent a year earlier. In line with this improvement in its profitability and capital structure, Nissan's cash flow protection is also expected to have strengthened, with funds from operations to total debt estimated at about 25 percent, up from 18 percent in fiscal 2000. SHINTOM CO: TSE to Delist Audio-Visual Equipment Maker ------------------------------------------------------ The Tokyo Stock Exchange (TSE) will delist Shintom Co. Ltd from its First Section on September 27. The midsize maker of audio- visual equipment has a negative net worth for three years and will be delisted as required by TSE rules, Japan Today and Kyodo News said Thursday. The Company's stock will be placed in the liquidation post from Thursday through September 26, so as to call investor attention to its delisting. About Shintom Co. Ltd. Shintom manufacture and sell cellular phones, car audio products with cassette/CD and videocassette recorders, and is listed on the Tokyo Stock Exchange. Shintom owns and operates two factories: Yamagata factory in Japan (for cellular phones) and Batam factory in Indonesia (for other products). Shintom distributes its cellular phones worldwide through the sales network of Audiovox (USA Company), which include GSM, PCS and Analog phones. Its head office is located in Yokohama, Japan. TORAY INDUSTRIES: Moody's Lowers Baa1 Outlook to Negative --------------------------------------------------------- Moody's Investors Service on Wednesday changed the outlook on the Baa1 senior unsecured long-term debt ratings of Toray Industries, Inc. (Toray) to negative from stable. The change in outlook reflects Moody's concerns over Toray's ability to improve its cash flow over the medium term. Due to the severe business environment for its synthetic fiber and chemical products, Toray's performance remains weak. The Company has completed its program of investing in 23 projects in ten countries to re-engineer its global production system of polyester fiber and films and reinforce other business lines such as IT-related products. However, it cannot obtain meaningful results from the projects at present. Toray has started implementing its new mid-term business plan started from April 2002, which contains group drastic reforms through divesting, liquidating or integrating its non-core/non- profitable business lines. As most of Toray's core products face weak demand and severe price competition globally, execution of the restructuring plan in a timely manner will be a key for the stability of the rating. Moody's will continue to monitor the Company's attempts based on the new business plan to reverse the trend in cash flow. Toray Industries, Inc., a leading manufacturer of integrated materials based on polymer science technology in Japan, total sale in fiscal year ended in March 2002 was Y1,015.7 billion (about US$8,257.7 million). ========= K O R E A ========= DAEWOO MOTOR: Creditors Sell Polish Car Plant --------------------------------------------- Daewoo Motor and its creditors reached an agreement with Polish creditors of Daewoo FSO, Daewoo Motor's passenger car plant in Poland, to take over viable plant assets and set up a new firm, the Digital Chosun reports. The new Company, to be capitalized at US$300 million, will be for sale as soon as it is established. Korean creditors say that non-viable plant assets will remain at the plant, which would then go through liquidation procedures. MG Rover, a British auto firm, has reportedly expressed interest in acquiring the new firm. (M&A REPORTER - ASIA PACIFIC, Vol. No.1, Issue No. 126, June 27, 2002) HYNIX SEMICONDUCTOR: Solo Survival is Possible, Says Minister ------------------------------------------------------------- Restructuring measures may allow the solo survival of cash- strapped Hynix Semiconductor Inc, Reuters said Thursday, citing Commerce Minister Shin Kook-hwan. Creditors, which own an 80.65 percent stake in the chipmaker, aim to sell operations to recover more than $5 billion owed to them. The creditors are expected to name a new board this week, hoping to revive the chipmaker after its shares closed at a record low on Wednesday. The current Hynix Board refused an offer by Micron, vowing instead to sell non-core assets and keep the chipmaker in operation. But little progress has been made in efforts to sell non-core assets. DebtTraders reports that Hyundai Semiconductor's 8.625 percent bond due in 2007 (HYUS07KRA1) trades between 62 and 70. For real-time bond pricing, go to http://www.debttraders.com/price.cfm?dt_sec_ticker=HYUS07KRA1 HYNIX SEMICONDUCTOR: KDB Raises Reserve Ratio Against Chipmaker --------------------------------------------------------------- The Korea Development Bank (KDB) will raise its reserve ratio against loans extended to the ailing Hynix Semiconductor to 45 percent, according to the Korea Herald on Thursday. The bank already raised the ratio to 42 percent in June from the previous 32 percent. Given its loans are mostly secured, the reserve ratio would be about 70 to 80 percent, the report said. PAN OCEAN: Creditors Set to Sell Off Shipping Firm -------------------------------------------------- Creditors are now prepared to sell off Pan Ocean Shipping Co., which turned out to be a clean Company after court receivership, Maeil Business reported Wednesday. Korea Development Bank (KDB), which holds 64.5 percent stake in the shipping firm will begin talks in July to select a negotiator through the pubic bidding. KDB will prioritize bidders that expresses to manage the shipping firm and not to target short-term investment profits. Currently, a few corporate restructuring firms and foreign investors are said to have expressed interest in acquiring the shipping Company. SEOUL BANK: KEB Submits Proposal to Buy Bank -------------------------------------------- Korea Exchange Bank will submit a proposal to buy a stake in Seoulbank, Edaily and Dow Jones reported Thursday. The government, which wholly owns the bank has put up a stake of around 50 percent for sale and is receiving bids this week. According to analysts the sale price can fetch as much as $800 million. Reports said that these firms showed interest in acquiring the bank: Chohung Bank, Rosa Global Capital Management Inc., Hana Bank and Shinhan Financial Group. Korea Exchange Bank declined to comment Wednesday on whether it will make a bid. DebtTraders reports that Seoulbank's 3.791 percent floating rate note due in 2006 (BKSE06KRN1) trades between 97 and 99. For real-time bond pricing, go to http://www.debttraders.com/price.cfm?dt_sec_ticker=BKSE06KRN1 SEOUL BANK: Chohung Bank Will Decide on Bid ------------------------------------------- Chohung Bank is yet to decide whether or not to submit a letter of intent to acquire Seoulbank, AFX News said Thursday. The government said June 27 would be the deadline for such proposal. The government will select 2-3 institutions among the bidders as preferred negotiators to discuss the terms of the sale. Meanwhile, the Korea Economic Daily cited a Chohung official as saying that the bank will submit a letter of intent to acquire Seoulbank on June 27. =============== M A L A Y S I A =============== AYER HITAM: Subsidiary Acquires Dormant Company ----------------------------------------------- The Board of Directors of Ayer Hitam Tin Dredging Malaysia Berhad announced that AHTIN's 100 percent subsidiary company, Pembinaan AHT Sdn Bhd has acquired the entire issued and paid up share capital of Fabulous Edge Sdn Bhd (FESB), comprising 2 subscribers' shares of RM1.00 each, for cash at par. FESB was incorporated on 7 May 2002 under the Companies Act, 1965 and has been dormant since incorporation. FESB has an authorized capital of RM100,000 divided into 100,000 ordinary shares of RM1.00 each and an issued and paid up capital of RM2.00. None of the Directors or substantial shareholders of the Company and persons connected with them have any interest, direct or indirect, in the acquisition. AYER HITAM: Unit in the Midst of RM22.8M Loan Restructuring ----------------------------------------------------------- Ayer Hitam Tin Dredging Malaysia Berhad announced that its 100 percent subsidiary company, Motif Harta Sdn Bhd, is still in the midst of finalizing the legal documentation in respect of the restructuring of its RM22.8 million syndicated term loan. AHTIN will make appropriate announcement to the Exchange when the legal documents are executed. KEMAYAN CORPORATION: Court Grants Further RO Time Extension ----------------------------------------------------------- The Board of Directors of Kemayan Corporation Berhad announced that the Kuala Lumpur High Court has granted an interim extension of the restraining order until 11 July 2002. The Company applied for a three-month extension on 17 October 2001 to the Kuala Lumpur Stock Exchange (KLSE) for an extension of three (3) months, i.e. until 22 January 2002 for the Company to release the requisite announcement. On June 7, TCR-AP reported that the Kuala Lumpur High Court has granted an interim extension of the restraining order until 25th June 2002. KILANG PAPAN: Seeks Proposed Adoption, Shareholders Mandate ----------------------------------------------------------- The Board of Directors of Kilang Papan Seribu Daya Berhad announced that the Company will seek its shareholders' approval on the following Proposals so as to comply with the revamped Listing Requirements of the Kuala Lumpur Stock Exchange at the Extraordinary General Meeting of the Company to be convened: (1) Proposed adoption of the New Articles of Association; and (2) Proposed Shareholders' mandate for recurrent related party transactions of a revenue or trading nature, which are necessary for the day to day operations of the Company. The circular to shareholders setting out the details of the Proposals will be sent to the shareholders of the Company in due course. LIEN HOE: Resolutions Pass at 32nd AGM -------------------------------------- Lien Hoe Corporation Berhad informed that all the resolutions as per notice of meeting dated 4 June 2002 tabled at the 32nd Annual General Meeting of Lien Hoe held at Hotel Armada, Petaling Jaya on Wednesday, 26 June 2002 at 10 a.m. were duly adopted by the shareholders of Lien Hoe. Recently, the TCR-AP reported that Lien Hoe Corporation, regarding to its default on the Redeemable Secured Loan Stocks Due August 2000, announced that the hearing for the application for summary judgment pertaining to Kuala Lumpur High Court Suit No. D2-22-2231-2001 scheduled on 18 June 2002 did not take place and instead the Court has fixed 30 August 2002 for its decision in respect of the said application. MBF CAPITAL: Shareholders OK All Resolutions at 11th AGM ------------------------------------------------------- The Board of Directors of MBf Capital Berhad informed that all the resolutions tabled at its Eleventh Annual General Meeting held on 24 June 2002 have been unanimously approved by its shareholders/proxies present at the meeting. Profile Financial services group, MBf Capital Bhd and its Group companies, are principally involved in finance and leasing operations, insurance and factoring. MBf Capital had been incorporated for the purpose of consolidating all the domestic financial subsidiaries and associated companies of the MBf Holdings Bhd Group pursuant to a restructuring and rationalization exercise of MBf Holdings. Under the exercise, the public listing status of MBf Finance Bhd was transferred to MBf Capital. In the same exercise, MBf Finance's shares were transferred to MBf Capital in exchange for new shares. The injection of MBf Finance and its subsidiaries including MBf Securities Sdn Bhd, MBf Equity Partners Sdn Bhd and MBf Unit Trust Management Bhd, with other financial services business of MBf Insurans Bhd, MBf Leasing Sdn Bhd and MBf Card Services Sdn Bhd into MBf Capital, provides for a clearer delineation of the various financial services interests and promotes collaboration among the entities comprising the financial services group. Now a direct subsidiary of MBf Capital, MBf Finance had been listed on KLSE from 8 June 1983 to 14 January 1993. The Group, through MBf Finance, divested its interest in MBf Securities in October 1995. In February 2000, BNM announced that in line with the consolidation of the local financial services industry, MBf Finance was to merge with Multi-Purpose Bank Bhd. In July 2000, MBf Northern Sdn Bhd (MNS), which had been placed under Special Administrators, was successfully disposed of to PM Securities Sdn Bhd for RM65m cash. In the same month, MBf Capital entered into two SPAs for the sale of 20.07 percent and 11.55 percent in MBf Card Services Sdn Bhd (MCS) respectively to Advent International Corporation and Arab-Malaysian Capital Markets Group Sdn Bhd. MCS was subsequently disposed of on 18 December 2000 to these two parties. Upon the completion of the sale of business and assets of MNS on 22 January 2001, MNS has been placed under creditors' winding-up at a creditors' meeting held on 9 March 2001. Two of its subsidiaries have also obtained a restraining order in May 2001 expiring on 22 August 2001. The restraining order obtained in turn will assist MBf Capital by way of preventing any winding-up as the Company formulates a corporate and debt restructuring exercise to regularize the Group's financial condition. For that purpose MBf Capital had on 15 February 2001 entered into a conditional Heads of Agreement with Leisure Holidays Holdings Sdn Bhd (LHH) with a view to acquiring assets and/or equity of certain companies in LHH via the issue of new share and/or other instruments for a value not less than RM150m. As of 1 June 2001, the Company is still finalizing the terms of the acquisition. Also on 1 June 2001, MBf Capital entered into agreements to acquire 51 percent in MBf Trust Management Bhd (MTM) and 100 percent in Nation Holdings Sdn Bhd. The former will increase the Company's interest in MTM from 19 percent to 70 percent while the latter will enable the Company to gain control of landbank for future development. In addition MBf Capital obtained BNM's approval for its subsidiary, MBf Insurans to start negotiation with QBE Insurance Malaysia Bhd with an intention to merge. NCK CORPORATION: RA Time Extension Request Pending -------------------------------------------------- NCK Corporation Berhad (Special Administrators Appointed) announced that the Company has on 21 June 2002 applied to the KLSE for an additional two (2) months extension to 26 August 2002 for the Requisite Announcement. The application is currently pending the KLSE's decision. TCR-AP reported that the Company had on 22 April 2002 applied for an extension of two (2) months to release the Requisite Announcement (RA) to the Kuala Lumpur Stock Exchange (KLSE). The KLSE had on 14 May 2002 approved an extension of two (2) months from 26 April 2002 to 25 June 2002 for the Company to announce its RA to the Exchange for public release. PAN MALAYSIA: Shareholders OK All Resolutions at 19th AGM, EGM -------------------------------------------------------------- Pan Malaysia Holdings Berhad informed that at the 19th Annual General Meeting held on 25 June 2002, shareholders of PMH have approved all the ordinary resolutions set out in the notice of the AGM. At the Extraordinary General Meeting held on 25 June 2002, shareholders of PMH have approved all the resolutions set out in the notice of the EGM. Visit http://www.bankrupt.com/misc/TCRAP_PanMalaysia0530.docto see full text of the notice of the 19th AGM and EGM. PERBADANAN KEMAJUAN: Undertakes RM510M Debt Restructuring --------------------------------------------------------- The Corporate Debt Restructuring Committee (CDRC) announced on Wednesday that Perbadanan Kemajuan Negeri Pahang (PKNP) and its lenders signed a Debt Restructuring Agreement to restructure RM510 million of debt. A total of 11 lenders are involved in the restructuring scheme. PKNP is the state economic development corporation of the State of Pahang. At a signing ceremony held in Kuala Lumpur on Wednesday, The Menteri Besar of Pahang, YAB Dato' Sri Adnan bin Yaakob and the State Secretary of Pahang, YB Dato' Haji Abd. Rahim bin Abdul signed the Debt Restructuring Agreement for PKNP. Also executing the Agreement were representatives of the 11 lenders, while Dato' Azman Yahya, Chairman of CDRC was present at the signing ceremony. The restructuring scheme entails: * Settlement of 75 percent of debt outstanding by way of issuance of State Government Guaranteed Bonds (SGGB). The salient terms of the SGGB are: - guaranteed by the State Government of Pahang - divided into three (3) tranches with tenors of 5, 8 and 10 years - yields to maturity of 4.25 percent, 4.80 percent and 5.05 percent respectively - annual coupon rate of 1 percent * Waiver of 25 percent of debt outstanding. The scheme also entails other significant elements, which critically recognize the need for PKNP to have time to allow for the following: * To improve its core business activities; and * To implement a phased and controlled disposal of its assets, in particular its property assets. Commerce International Merchant Bankers Berhad (CIMB) acted as Restructuring Advisor to PKNP and arranger of the SGGB. PLB ENGINEERING: Associate Company Voluntarily Wound Up ------------------------------------------------------- The Board of Directors of PLB Engineering Berhad announced that at the Extraordinary General Meeting of Gainbliss Sdn. Bhd. (Gainbliss), an associate company of PLB, on 25 June 2002 has resolved that Gainbliss be wound up by way of a Members' Voluntary Winding-up and Lim Sin Hin (I.C. No. 430725-07-5019) of 10-01 Wisma Suria, No. 7010 Jalan Kampung Gajah, 12200 Butterworth has been appointed as the Liquidator of Gainbliss. Gainbliss was incorporated in Malaysia under the Companies Act, 1965 on 3 April 1991 and is an associate company of PLB. Gainbliss is not a major associated company of PLB under the definition of the Listing Requirements. The authorized share capital of Gainbliss is RM500,000 divided into 500,000 ordinary shares of RM1.00 each. Its issued and paid up capital is RM300,000 comprising 300,000 ordinary shares of RM1.00 each fully paid up. Gainbliss has been a dormant company and the shareholders have no plans to start operations in the future. The Members' Voluntary Winding-up of Gainbliss will not have any financial and operational impact on PLB Group. None of the Directors, major shareholders and persons connected with them have any interest, direct or indirect in the Members' Voluntary Winding-up. TANAH EMAS: Land Title Subdivision, Condition Amended ----------------------------------------------------- Tanah Emas Corporation Berhad, formerly known as Isuta Holdings Berhad, announced that the Securities Commission has approved the Company's application for the extension of time of two (2) months to 23 August 2002 to obtain all approvals for the subdivision and change in title condition for the land where the oil mill of Tanah Emas Oil Palm Processing Sdn. Bhd. is located. On this note, the Company also announced that they have received the final titles to the said land, which, have been subdivided, and the title condition amended. On October 11 last year, TCR-AP reported that Tanah Emas, in reference to the approval of the Proposals, announced that the Trust Deed constituting the RM40,957,830 nominal value five (5) year 2 percent Irredeemable Convertible Unsecured Loan Stocks to be issued by TECB pursuant to the Proposed Debt Restructuring, was entered into between TECB and PB Trustee Services Berhad on 8 October 2001. The PROPOSALS include: * Proposed Debt Restructuring * Proposed Acquisition of New Businesses * Proposed Disposal of Existing Subsidiaries * Proposed Special Issue * Proposed Employees' Share Option Scheme * Proposed Increase in Authorized Share Capital; and * Proposed Change of Name TECHNO ASIA: Discloses 33rd AGM Results -------------------------------------- Techno Asia Holdings Bhd. (Special Administrators Appointed) announced that at the 33rd AGM of the Company held on Wednesday, 26 June, 2002, the following resolution tabled was not carried as the members present unanimously voted against the resolution: Resolution No. 1 "To receive and adopt the Audited Financial Statements for the year ended 31 December, 2001 together with the Directors' and Auditors' Report thereon." The following resolutions tabled at the 33rd AGM was carried by unanimous votes: Resolution No. 2 "To re-elect Rohaida Bte Abdul Rahim who retires in accordance with Article 90 of the Company's Articles of Association and being eligible, offers herself for re-election." Resolution No. 3 "To re-elect Khairil Ismahafiz Bin Muhadzir who retires in accordance with Article 90 of the Company's Articles of Association and being eligible, offers himself for re- election." Resolution No. 4 "To re-elect Lee Sieng Meng who retires in accordance with Article 90 of the Company's Articles of Association and being eligible, offers himself for re-election." Resolution No. 5 "To re-elect Yap Ah Leng who retires in accordance with Article 90 of the Company's Articles of Association and being eligible, offers himself for re-election." Resolution No. 6 "To re-elect Wong Tunk Hing who retires in accordance with Article 96 of the Company's Articles of Association and being eligible, offers himself for re-election." Resolution No. 7 "To re-elect Lim Ong Kim who retires in accordance with Article 96 of the Company's Articles of Association and being eligible, offers himself for re-election." Resolution No. 8 "To re-appoint Messrs. KPMG as Auditors of the Company and authorize the Directors to fix their remuneration." Resolution No. 9 "THAT the proposed alterations, modifications, additions and deletions to the Articles of Association of the Company in the form contained in Appendix 1 be hereby approved." TIME DOTCOM: Posts Change in Boardroom Notice --------------------------------------------- Time Dotcom Berhad posted this notice: Date of change : 25/06/2002 Type of change : Appointment Boardroom Designation : Director Directorate : Non Independent & Non Executive Name : Amiruddin Abdul Aziz Age : 43 Nationality : Malaysian Qualifications : Bachelor in Business Administration from Ohio University, Ohio, USA Working experience and occupation: He is presently the Chief Operating Officer of TIME Engineering Berhad. He has been with Renong Berhad group of companies since 1988. In his 13 years of service with Renong group, he has held various positions including Chief Financial Officer of Projek Usahasama Transit Ringan Automatik Sdn Bhd (PUTRA), Chief Operating Officer of EPE Power Corporation Berhad and Renong Berhad. Prior to that he was in the banking and finance sector, having worked with Malaysian Industrial Development Finance Berhad and Malaysian French Bank Berhad (now known as Alliance Bank Malaysia Berhad) between 1981 and 1988. Directorship of public companies (if any) : Nil Family relationship with any director and/or major shareholder of the listed issuer : Nil Details of any interest in the securities of the listed issuer or its subsidiaries : Nil Just days ago, TCR-AP reported that the Board has approved at its Board Meeting on 14 June the resolution for the extension of time to 30 June 2003 for the utilization of the balance of RM357.7 million as at 31 December 2001 of the proceeds raised from its initial public offering (IPO) to finance its telecommunications business. The Company has not fully utilized the IPO proceeds as at 31 December 2001 and pursuant to paragraph 4(i) of the approval letter dated 28 June 2000 from the Securities Commission, the Company shall determine the time frame for the utilization of the proceeds raised from the IPO and make announcement of any extension of time for the utilization. TRANS CAPITAL: High Court Further Extends RO for Nine Months ------------------------------------------------------------ The Board of Directors of Trans Capital Holding Berhad announced to the Kuala Lumpur Stock Exchange that TCHB and its subsidiaries, namely Trans Capital Sdn Bhd (TCSB) and Trans Capital Electronics Sdn Bhd (TCESB) have received the approval from the High Court of Penang for the extension of time of the Restraining Order (R.O.) under Section 176 of the Companies Act 1965 for a further nine months from the date of expiry of the R.O. that was granted by the High Court of Penang on 24 September 2001. The Company is now awaiting for the extraction of the seal order and upon received of the seal order from the court, a copy will be released to the public. The R.O. restrains and stays all further legal proceedings against the company for a period of nine months and the date of expiry of the R.O. will be on 26 Mar 2003. ===================== P H I L I P P I N E S ===================== BELLE CORPORATION: FR Notes Due May 2002 Terms Amended ------------------------------------------------------ Belle Corporation on Wednesday has secured the approval of the required amount of holders of its Floating Rate Notes due May 2002 (the FRN's) to amend the terms thereof. The amendments include mainly: the extension of the maturity date of the FFNs from 10 May 2002 to 10 May 2014; an increase in the interest rate from 1.8 percent per annum over the 6-month U.S. Dollar LIBOR rate to 2.0 percent per annum over the 6 - month U.S. Dollar LIBOR rate; and the deferment and/or capitalization of interest from the interest payment date in May 2001 through the interest payment date in November 2002. The principal amount outstanding under the FRNs is US$68.5 million, prior to the deferment and/or capitalization of interest under the amended terms. An original copy of the disclosure can be located at http://www.pse.com.ph/html/disclosure/pdf/dc2002_1683_BEL.pdf DebtTraders reports that Belle Corporation's 5.830 percent floating rate note due in 2002 (BELC02PHN1) trades between 35 and 40. For real-time bond pricing, go to http://www.debttraders.com/price.cfm?dt_sec_ticker=BELC02PHN1 KEPPEL PHILIPPINES: Appoints Sycip Gorres as External Auditor ------------------------------------------------------------- Keppel Philippines Holdings, Inc. (KPH) on Wednesday advised the Philippine Stock Exchange that: The Board of Directors of Keppel Philippines Holdings, Inc. (KPHI) in its meeting on June 20 2002 at 12:00 noon at the Cheval Blanc (private function room), Makati Shagri-La, Ayala Avenue, Makati City, had approved the following matters: 1. Appointment of External Auditor The board of directors approved the appointment of Sycip Gorres Velayo & Co. as the corporation's external auditor for the financial year 2002. 2. Directors' Remuneration The board of director approved the amount of P40,000.00 as the annual remuneration of directors for the financial year 2001. 3. Annual Report/Audited Financial Statements The Board of Directors approved the Corporation's annual report/audited financial statements for the year ended 31 December 2001. The disclosure can be located at http://www.pse.org.ph/html/disclosure/pdf/dc2002_1668_KPH.pdf TCR-AP reported that Keppel Philippine Holdings, Inc. (KPHI) is closing down four units namely Matamarine Technical Services, Inc. (MTSI), KP Finance, Inc. (KPFI), KP Designing and Detailing, Inc. (KDDI), and Opon KE Construction and Development, Inc. (OKDC), Business World said Monday. The move aims to lower the Company's operating costs. KPHI posted a net loss of P46.8 million in 2001 from a net profit of P4.4 million in 2000. This was due mainly to poor performance of Keppel Bank Philippines, which is undergoing rehabilitation. PHILIPPINE AIRLINES: PNB Gives June 30 Deadline to Pay P254M ------------------------------------------------------------ Philippine National Bank (PNB) has given a deadline of June 30 for Philippine Airlines (PAL) for the payment of P254 million for the put option deal struck by the airline with the bank and other government financial institutions, AFX News said Tuesday, citing PNB President Lorenzo Tan. PAL's guarantors for the put option are Fortune Tobacco Corp and Asia Brewery Inc. PNB and other government agencies owning PAL shares earlier rejected PAL's request to extend the 2-billion-peso put option on the government's stake in the airline. Lucio Tan had to buy the government shares by June 7. PHILIPPINE LONG: Promises Reforms in Exchange for Veto of JV ------------------------------------------------------------ The Philippine Long Distance Telephone Co has promised to institute reforms in management and decision-making processes in exchange for Nippon Telegraph and Telephone's veto of the First Pacific Co-Gokongwei group joint venture to take over PLDT, the Philippine Daily Inquirer reported. Sources close to PLDT President Manuel Pangilinan said that he had informed his top managers at PLDT that NTT would soon declare support for his group. They said, however, that NTT is demanding "radical" reforms in the way PLDT is being managed although Pangilinan has assured his key management team that they would be retained. Pangilinan has also agreed to implement a more democratic consultation process and allow greater involvement of shareholders in PLDT's management. (M&A REPORTER - ASIA PACIFIC, Vol. No.1, Issue No. 126, June 27, 2002) ================= S I N G A P O R E ================= ASIA PULP: Resisting Petition for Judicial Management Order ----------------------------------------------------------- Asia Pulp & Paper Company Ltd (APP) confirmed on Thursday that a petition had been filed against it in the High Court of the Republic of Singapore on June 23, 2002 to place APP under judicial management under the applicable provisions of the Singapore Companies Act (Chapter 50). The petition for the appointment of judicial managers was filed on behalf of Deutsche Bank AG and BNP Paribas and is currently scheduled to be heard by the High Court of the Republic of Singapore at 10a.m. on July 11, 2002. APP intends fully and vigorously to resist the petition and ultimately to succeed in enhancing value for all stakeholders. The appointment of judicial managers is inconsistent with the consensual debt restructuring process and puts stakeholders at risk of loss, which may be material. The actions of the petitioners have put the interests of many others, including other financial creditors, suppliers, customers and employees, who support the consensual restructuring, in peril. Nevertheless, APP will seek to continue to strive for an effective and sensible solution with respect to its debt obligations, through a consensual, out-of-court, restructuring process. APP has considered the contents of the petition and takes issue with a number of allegations made therein, including with respect to the manner in which the consensual debt restructuring process was initiated and has developed. APP plans to respond swiftly and comprehensively to the petition and has instructed its legal advisers accordingly. Specifically, the petitioners appear to justify their actions on the basis of the apparent lack of progress in the debt restructuring discussions. This fails to recognize the sheer size of the creditor group, the number of APP companies, the overall complexity of the restructuring and, importantly, that significant progress has been made in the context of the restructuring discussions. Further, there are complex inter- creditor tensions and conflicts, which have the unfortunate, through real, effect of complicating and lengthening restructuring discussions. Deutsche Bank AG, a petitioner, is a member of the Umbrella Steering Committee formed for the sole purpose of reaching an agreed, consensual, out-of-court, debt restructuring between APP and its financial creditors. As a member of the committee, Deutsche Bank AG has been receiving, over a period of approximately 14 months, information from APP, much of which is confidential, solely for the purpose of reaching a consensual, out-of-court restructuring. APP is surprised that Deutsche Bank AG chose not to step down from the committee prior to taking hostile legal action against APP. Commenting on the filing of the petition, Teguh Wijaya, Chief Executive Officer, APP, said: "The legal action in Singapore runs contrary to everything we have been trying to achieve in the consensual debt restructuring process and needlessly creates significant economic risks for all stakeholders. APP is certain that a consensual, out-of-court debt restructuring offers the best solution for all stakeholders, including financial creditors, employees, suppliers, customers and shareholders. APP intends to continue with the consensual process and I want to assure all APP employees, suppliers, customers and others who have supported APP, and who continue to support us, that we will vigorously resist the petition so as to enhance value for all stakeholders." APP is one of the world's leading pulp and paper companies. With current pulp capacity of 2.3 million tonnes and paper and packaging capacity of 5.7 million tonnes, it ranks number one in non-Japan Asia. Headquartered in Singapore, APP currently has 16 manufacturing facilities in Indonesia and China and markets its products in more than 65 countries on six continents. Contact: Julian Wilson Gavin Anderson & Company Ph: (+65) 6339-9110 E-mail: app_investors@app.co.id app@gavinanderson.com.sg MPH LTD: Sees FY2002 Net Loss of S$52M -------------------------------------- MPH Ltd experienced an audited net loss of S$52 million for the year ending March 2002, versus a net loss of S$46.9 million in its unaudited accounts, according to AFX News on Tuesday. The change is due to a S$5.1 million provision for its loss- making unit Societe Europeene de Confiserie (SEC). The Company said that at the release of its unaudited accounts, the management was in negotiations with a prospective buyer for SEC, but the buyer decided not to proceed with the acquisition. NATSTEEL LTD: Discloses Shares Disposal Additional Info ------------------------------------------------------- Natsteel Ltd's, further to its announcement dated 19 June 2002 on the disposal of entire 40.8 percent shareholding comprising of 18,067,093 ordinary shares in RCR Tomlinson Ltd (RCR), through its wholly owned subsidiary NatSteel Equity II Pte Ltd (NSE II), provided the following additional information: The net consideration of A$5.37 million will be paid in full by cash. This disposal was transacted on a willing buyer willing seller basis. The consideration was based on the market closing price of RCR on 13 June 2002 at A$0.30 per share. PANPAC MEDIA.COM: Proposes Shares Acquisition --------------------------------------------- The Board of Directors of Panpac Media.com Limited refers to the announcement made on 5 May 2002 with respect to the proposed acquisition (the Acquisition) of shares by the Company in the capital of Auston Technology Group Pte Ltd (ATG). It was disclosed in the announcement on 5 May 2002 that the key unaudited consolidated financial highlights of ATG and its subsidiaries (the ATG Group) as at 31 March 2002 and for the eight-month period ended 31 March 2002 extracted from the management accounts of the ATG Group (the ATG Group Management Accounts) were as follows: As at 31 March 2002 S$'000 Shareholders' Equity 6,528 For the Eight Months Ended 31 March 2002 S$'000 Revenue 8,088 Profit Before Tax 2,540 For the purposes of the Acquisition, the Company had engaged Messrs. Ernst & Young, the auditors of the Company, to compile the proforma consolidated financial information of the ATG Group. In the course of their compilation, adjustments were made to the ATG Group Management Accounts. The adjusted financial information (the Unaudited Proforma Financial Information) are as follows: As at 31 March 2002 S$'000 Shareholders' Equity 5,844 For the Eight Months Ended 31 March 2002 S$'000 Revenue 7,670 Profit Before Tax 2,007 Based on the Unaudited Proforma Financial Information, the Purchase Price of $4.16 to be paid for each ATG Share and each ATG Option Share represents approximately 2.9 times the NAV per share of ATG as at 31 March 2002. A statement reconciling the differences between the ATG Group Management Accounts and the Unaudited Proforma Financial Information is attached. http://info.sgx.com/webcorannc.nsf/413aa2d90e391def4825655300242 a8f/1278ec590a51977148256be4001af434/$FILE/ATTP9CAH/Statement.pd f OVERSEA-CHINESE: Plans 97-Employee Lay-off ------------------------------------------ Oversea-Chinese Banking Corporation Limited (OCBC Group) announced Wednesday that it will retrench 97 employees, as part of its last major staff redundancy resulting from the integration of OCBC Group and Keppel Capital Holdings, including Keppel TatLee Bank (KTB). The relief measures offered to those being retrenched will be the same as those who were retrenched previously. In addition to a severance package, retrenched staff will be offered preferential rates for any outstanding staff loans, as well as Group Term Life Insurance, for the next 12 months. Eligible executives will also be given up to a year to exercise their share options, and the OCBC Group will continue to honor bursaries and scholarships that have been awarded to children of the retrenched employees. "Buddies" will be assigned to affected employees to provide emotional support and to assist in packing their personal belongings and arrange for these to be couriered home. The OCBC Group has also arranged to offer outplacement services including professional counseling and workshops to provide support during the transition to other employment. "Wherever possible, management has made every effort to retrain and retain staff for suitable vacant positions within the Group," said Mr David Conner, Chief Executive Officer of OCBC Group. "In implementing the inevitable reduction in headcount, the Group has done its best to act responsibly and with compassion. The Group has conscientiously assisted affected employees with post-retrenchment support in addition to providing an equitable retrenchment package." =============== T H A I L A N D =============== ITALIAN-THAI DEVELOPMENT: Post Signed Contract Details ------------------------------------------------------ ITD Planner Company Limited, the plan administrator of Italian- Thai Development Public Company Limited, informed that during May to June the Company signed two contracts: Name of Project Client Price(Baht) Signing date Period The construction of The Metropolitan 28.29M June 18 360 days Underground Ductbank Electricity Authority and Manhole for Samsen Substation The construction of The Metropolitan 25.60M May 30 300 days Underground Ductbank Electricity Authority and Manhole for Mahamek Substation The project details are: 1. The construction of Underground Ductbank and Manhole for Samsen Substation at Nakorn Chaisri Road and Samsen Road, Bangkok. Description of works: - Construction of manhole 5 units. - Concrete pipe jacking with inside diameter 1.2 m., length 514.50 m. - Installation reinforced thermosetting resin conduit, length 514.50 m. - Construction of underground ductbank by horizontal directional drilling method, using HDPE. Pipe, length 206 m. - Construction of underground ductbank by open cut method, using reinforced thermosetting resin conduit, length 39 m. 2. The construction of Underground Ductbank and Manhole for Mahamek Substation at Sathupradit Road and Chan Road, Bangkok. Description of works: - Construction of manhole 3 units. - Concrete pipe jacking with inside diameter 1.0 m., length 515 m. - Installation reinforced thermosetting resin conduit, length 515 m. - Construction of underground ductbank by horizontal directional drilling method, using HDPE. Pipe, length 329 m. KASET THAI: Files Business Reorganization Petition -------------------------------------------------- Sugar milling Thai Sugar Company Limited (DEBTOR)'s Petition for Business Reorganization was filed to the Civil Court and then transferred to the Central Bankruptcy Court: Black Case Number For. 7/2541 Red Case Number For. 4/2542 Petitioner: Krung Thai Bank Public Company Limited and Others Planner : South Sathorn Planner Company Limited Debts Owed to the Petitioning Creditor: Bt3,816,684,237.57 Date of Court Acceptance of the Petition: December 30,1998 Date of Examining the Petition: January 20,1999 at 9.00 AM Court Order for Business Reorganization and Appointment of Planner: January 21, 1999 Announcement of Court Order for Business Reorganization and Appointment of the Planner in Matichon Public Company Limited and Siam Rath Company Limited on January 27, 1999 Announcement of Court Order for Business Reorganization and Appointment of the Planner in Government Gazette on March 2, 1999 Deadline for Creditors to submit Applications for Payment in Business Reorganization: April 2, 1999 Deadline to object to any Application for Payment in Business Reorganization: April 16, 1999 Deadline to submit the plan pursuant to Section 90/43 paragraph 1: June 2, 1999 The next date that the court allows the planner to submit the plan: July 2, 1999 Number of creditors filing Applications for Debt Repayment : 201 Amount of debts: Bt10,606,265,503.34 Number of sugar cane farmers filing Applications for Debt Repayment: 3,475 Amount of debts: Bt201,643,497.57 Total Number of creditors for payment of debts : 3,676 Total Amount of debts: Bt10,807,909,000.91 The extended date for the planner to submit the plan: August 2, 1999 The plan has been submitted. Serimanop (1998) Company Limited is appointed to be a plan administrator. The creditors' meeting in order to consider the plan will be held on September 8, 1999 at 9.30 a.m. at the meeting room, 9th floor the Legal Execution Department building. The next creditors' meeting in order to consider the plan will be held on September 22, 1999 at 9.30 a.m. at the meeting room, 9th floor the Legal Execution Department building. The creditors' meeting did not pass the special resolution accepting the plan on September 22, 1999. The official receiver reported the result to the court. The Central Bankruptcy Court appointed the date to consider on 22 October 1999 at the Central Bankruptcy Court. The creditor or the debtor should submit any explanation before the appointed date. Set date to hear the court order: October 29,1999 at 1.30 pm at court room1, 15th floor, Central Bankruptcy Court Court order the cancellation for Business Reorganization: October 29, 1999 Contact: Ms. Rattanawadee, Tel.6792511 SINO-THAI RESOURCES: Releases Audit Committee Members' Names ------------------------------------------------------------ The Board of Directors Meeting of Sino-Thai Resources Development Public Company Limited No.2/2002 held on June 24, 2002 passed a resolutions appointing Chairman and Member of the Audit Committee: 1. Mr. Sivawong Changkasiri - Chairman of the Audit Committee 2. Mr. Pricha Attavipach - Member of the Audit Committee Therefore, at June 24, 2002 1. Name of members of the Audit Committee are as follows: Chairman of the Audit Committee: Mr. Sivawong Changkasiri Member of the Audit Committee: Mr. Somkiat Pootongchairit Member of the Audit Committee: Mr. Pricha Attavipach Audit Committee's Secretary: Mr. Cholapan Vongsing 2. The Audit Committee of the Company has the scope of duties and responsibilities, and shall report to the Company's Board of Directors as follows: 1 Supervise a listed company's financial statement, which must be correct, sufficient, and credible. 2 Ensure a listed company has adequate and effective internal control systems. 3 Consider, select and appoint the company's auditor. 4 Ensure a list company follows all the relevant regulations and law. 5 Ensure a listed company does not engage in any activities that may lead to a conflict of interest. 6 Handle any assignment subject to the board of director's assignment. 7 Present at the fiscal year end a report from the audit committee separated from the report from the board of directors, and disclose in the company's annual report. 8 In regards to the authorization to call the management for attending or submitting my concerned documents for the audit committee's decision. 3. Terms for holding office: 3.1 Chairman of the Audit Committee Terms for holding office is the same as Board of Directors 3.2 Members of the Audit Committee Terms for holding office is the same as Board of Directors (Including the additional appointment to and removal from the Audit Committee) 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, Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors. Copyright 2002. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***