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  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

   Thursday, November 21, 2002, Vol. 5, No. 231

                   Headlines

A U S T R A L I A

ANACONDA NICKEL: CEO Posts Update on Restructuring Program
HIH INSURANCE: Obscure Law Could Cap Auditors' Liability
MOAGE LIMITED: Liquidator Agrees to Settle AU$100 Million Suit


C H I N A   &   H O N G  K O N G

GOOD-WILL CREATION: High Court to Hear Wind Up Suit Nov. 27
WELL KINGDOM: Hearing on Wind Up Petition to be Heard Dec. 11

I N D O N E S I A

SINAR MAS: Singaporean Holdings Get Debt Relief


J A P A N

COSMO OIL: Posts Y2.3B H102 Net Loss
MIZUHO HOLDINGS: May Raise Capital to Y800B
NIPPON TELEGRAPH: Posts Notice of Principal Businesses
NIPPON TELEGRAPH: Reorganizing Business Structure
NIPPON TELEGRAPH: Unveils H102 Financial Conditions

NIPPON TELEGRAPH: Issues Projections For FY02 Ending March
NISSAN DIESEL: Sees Net Loss of US$33.03M in First Half
RESONA HOLDINGS: Saitama Acquires Banking License

* Pressure Growing on Credit Quality of Japanese Trading Firms


K O R E A

HYNIX SEMICONDUCTOR: Unveils 3Q02 Financial Results
HYNIX SEMICONDUCTOR: Likely to Sell LCD Unit to Chinese Firm
HYUNDAI MOTOR: Ties Up With IBM in Telematics
HYUNDAI PETROCHEMICAL: LG Makes Joint Bid With Honam
KOREA LIFE: Hanwha Launches Acquired Unit Later This Month

POSCO CO: Shutting Down Loss-Making Venezuela Unit
SBW: Lingerie Manufacturer Completes Workout Program


M A L A Y S I A

BESCORP INDUSTRIES: Posts Update on Loan Default
L&M CORPORATION: Posts Amended Debt Restructuring Proposal
SRIWANI HOLDINGS: Asks Regulator to Waive Mandatory Offer Clause
UNIPHOENIX CORPORATION: Deadline for Restructuring Extended


P H I L I P P I N E S

BENPRES HOLDINGS: Responds to "Reviewing Investments" Report
BENPRES HOLDINGS: Units Seek Restructuring
MANILA ELECTRIC: Arroyo Orders Perez To Address Problems
METRO PACIFIC: Clarifies Ayala-Campos Deal Partnership Report
METRO PACIFIC: Reducing Debt to P18.2B as of December 2001

MUSIC CORPORATION: Returns to Profit in The Third Quarter
PHILIPPINE LONG: Responds to Job Cut Report


S I N G A P O R E

ASIA FOOD: Issues Joint Disclosure Update on Debt Rescheduling
BOUSTEAD SINGAPORE: Returns to S$3.8M Profit in First Half
ELLIPSIZ LTD: Posts Notice of AGM Result
EXCEL MACHINE: Director/Audit Committee Chairman Resigns
INTRACO LIMITED: Voluntarily Liquidates Dormant Subsidiary

*S&P Says Asian Banks Will Hold Their Own in 2003

     -  -  -  -  -  -  -  -

=================
A U S T R A L I A
=================


ANACONDA NICKEL: CEO Posts Update on Restructuring Program
----------------------------------------------------------
Anaconda Nickel Limited posted yesterday the report of its chief
executive officer containing details and updates of the
company's debt restructuring plan.

To view the report, please click on this link
http://bankrupt.com/misc/anaconda_nickel.pdf


HIH INSURANCE: Obscure Law Could Cap Auditors' Liability
--------------------------------------------------------
A little known New South Wales Professional Standards Act could
save the former partners of the now defunct Andersen millions of
dollars should they lose the suit filed by the liquidator of HIH
Insurance last week, says the Australian Financial Review.

Liquidator Tony McGrath filed last week claims of up to AU$5
billion against 205 ex-Andersen partners over the firm's audit
of FAI in 1998 and its audit of HIH in 1999 and 2000.

But, the paper says, the little-known law could cap the award at
AU$50 million or as much as 10 times the audit fee.  Accountants
and other professionals are vigorously lobbying for an extension
of the NSW scheme, arguing that caps would help solve the
professional indemnity crisis arising through insurers'
significant rise in indemnity premiums.

The maximum liability of accountants in NSW was reduced from $50
million to $20 million in late 2001, at the request of the
Institute of Chartered Accountants and CPA Australia, the
members of which are covered by the NSW law.

ICA chief executive Stephen Harrison said the HIH case could be
the first test of the NSW legislation.

"If the case is brought under the NSW jurisdiction, then that
cap would apply, but it's never been tested. It could be an
interesting test case," he told the Australian Financial Review
in an interview recently.

A spokesman for Andersen told the paper the firm was covered by
the scheme at the time of FAI and HIH audits but its impact "was
a question for the lawyers."


MOAGE LIMITED: Liquidator Agrees to Settle AU$100 Million Suit
--------------------------------------------------------------
The AU$100 million-plus damages claim filed by the liquidator of
former high-flying investment group Moage has been dropped
following a confidential settlement, says the Australian
Financial Review.

The paper said a spokesman for Moage liquidator John Sheahan
confirmed Monday that County NatWest Securities and Sydney
socialite Grant Jagelman have agreed to settle the matter out of
court.  Salomon Smith Barney now owns County NatWest.

The report says the settlement follows the recent failure of a
legal move by County NatWest, which was aimed at discouraging
corporate fugitive Malcolm Johnson from returning to Australia
to give evidence.  Mr. Johnson was scheduled to return to
Australia from London this weekend to be the star witness in the
case.

The Federal Government launched extradition proceedings against
Mr. Johnson in 1995, after he was charged with fraud and
conspiracy charges by the National Crime Authority in 1993 over
an alleged AU$50 million fraud involving the 1989 purchase by
Beach Petroleum of a stake in the Burbank oil field in the
United States.

The charges were dropped in September last year, after the DPP
decided there was no reasonable prospect of success, the paper
said.



================================
C H I N A   &   H O N G  K O N G
================================


GOOD-WILL CREATION: High Court to Hear Wind Up Suit Nov. 27
-----------------------------------------------------------
A petition seeking the wind up of Good-Will Creation Limited is
scheduled for hearing before the High Court of Hong Kong on
November 27, 2002 at 11:00 in the morning.

So Day Wing of 4th Floor, Enterprise Building, 268 Queen's Road
Central, Hong Kong brought the petition on September 10, 2002.
K.C. Ho & Fong represents the petitioner.

Creditors and other interested parties are encouraged to attend
the hearing.  They only need to notify in writing K.C. Ho &
Fong, which holds office at the 18th Floor, Henley Building, 5
Queen's Road, Central, Hong Kong.


WELL KINGDOM: Hearing on Wind Up Petition to be Heard Dec. 11
-------------------------------------------------------------
The High Court of Hong Kong will hear on December 11, 2002 at
9:30 in the morning the petition seeking the wind up of Well
Kingdom Enterprises Limited.

Lo Hing Kit of Flat 6, 2/F., 31 Hankow Road, Tsim Sha Tsui,
Kowloon, Hong Kong filed the petition on October 7, 2002.  Tam
Lee Po Lin, Nina represents the petitioner.

Creditors and other interested parties are encouraged to attend
the hearing.  They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office at the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.



=================
I N D O N E S I A
=================


SINAR MAS: Singaporean Holdings Get Debt Relief
-----------------------------------------------
Singaporean firm Asia Food & Properties Ltd. announced Tuesday
that it has rescheduled $363.9 million, or 30.2%, of its total
debt since July 2001.

According to Dow Jones, Asia Food's rescheduled debt also
includes a $237.3 million debt belonging to its plantation unit,
Golden Agri-Resources Ltd. (P.GAS).  The amount makes up 44.3%
of Golden Agri-Resources' total debt.

The newswire said Asia Food and Golden Agri-Resources are
currently in the midst of seeking to restructure their debts,
after defaulting on some loan payments and breaching certain
debt agreements.

The two companies are part of Indonesia's Sinar Mas group, whose
Asia Pulp & Paper Co. (P.PAP) is undergoing the largest
emerging-market debt workout in history, the report says.



=========
J A P A N
=========


COSMO OIL: Posts Y2.3B H102 Net Loss
------------------------------------
Cosmo Oil posted a group net loss of 2.3 billion yen in the
first half of this year to September, versus a loss of 198
million yen a year earlier.

The Company is a domestic petroleum retailer in Japan with
operations ranging from development to refining and marketing.

The Troubled Company Reporter-Asia Pacific reported that Cosmo
Oil is saddled with excess capacity in the midst of a harsh
operating environment Cosmo's medium-to-long-term outlook is
clouded, so its senior long-term credit rating has been
downgraded to BBB- and its long-term debt ratings have been
downgraded to BB+.

It should be also noted that Rating and Investment Agency has
incorporated the recovery risk factor into the 1-notch
differential for the rated bonds, as Cosmo's interest-bearing
debt level is high in comparison to its assets.


MIZUHO HOLDINGS: May Raise Capital to Y800B
-------------------------------------------
Mizuho Holdings Inc. may raise 700 billion yen to 800 billion
yen in capital from its major clients on the precondition of
further restructuring, including staff cuts, the Yomiuri Shimbun
and Dow Jones reported on Wednesday.

The report did not mention how the bank intends to go about
raising the money.

The Mizuho group will announce its results for the first fiscal
half through September on November 25.


NIPPON TELEGRAPH: Posts Notice of Principal Businesses
------------------------------------------------------
The principal businesses of Nippon Telegraph and Telephone
Corporation (NTT) and its affiliates (NTT Group) cover regional
communication services, long-distance and international
communications services, mobile communications services, and
data communications services.

The business results of consolidated subsidiaries and their
respective positions in the NTT Group are as follows:

NTT DoCoMo, Inc. and NTT DATA Corporation, two consolidated
subsidiaries, are listed on the First Section of the Tokyo Stock
Exchange.

(1) Regional Communications Businesses

The principal elements in this business are intra-prefectural
communications services and related ancillary services
pertaining to domestic communications services.

The consolidated subsidiaries in the regional communication
business are Nippon Telegraph and Telephone East Corporation
(NTT East), and Nippon Telegraph and Telephone West Corporation
(NTT West), NTT Infrastructure Network Corporation, AIREC
Engineering Corporation, NTT-ME Tokyo Corporation, NTT Neomeit
Kansai Corporation, NTT DIRECTORY SERVICES CO., NTT BUSINESS
INFORMATION SERVICE, INC., NTT Solco Corporation, NTT Hokkaido
Telemart Corporation, Plala Networks Inc., NTT Service Tokyo
Corporation, NTT Marketing Act Kansai Corporation, NTT TELECA
CORPORATION, and other 95 companies.

(2) Long-Distance and International Communications Businesses

The principal elements in this business are inter-prefectural
communications services, international communications services,
and ancillary services pertaining to international
communications services.

The consolidated subsidiaries in the long-distance and
international businesses are NTT Communications Corporation, NTT
USA, Inc., NTTA&T Investment, Inc., NTT America, Inc.,
Teletechno, Inc., Milletechno, Inc., NTTA&A Investment, Inc.,
Autoweb Communications, Inc., NTT Multimedia Communications
Laboratories, Inc., NTT COMMUNICATIONS GLOBAL PROFESSIONAL
SERVICES GROUP LLC, NTT AUSTRALIA PTY. LTD., NTT WORLDWIDE
TELECOMMUNICATIONS CORPORATION, NTT EUROPE LTD., NTT MSC SDN.
BHD., NTT SINGAPORE PTE. LTD., NTT (HONG KONG) LIMITED, NTT COM
ASIA LTD., NTT Taiwan Ltd., NTT Korea Co., Ltd., NTT
Comunicacoes do Brasil Participcacoes Ltda., NTT do Brasil
Telecomunicacoes Ltda., NTTPC Communications Inc., NTT NaviSpace
Corporation, Verio Inc., NTT WORLD ENGINEERING MARINE
CORPORATION, and other 25 companies.

(3) Mobile Communications Businesses

The principal elements in this business are mobile telephone
services, PHS services, quick-cast businesses (formerly, pager
services), and related ancillary services.

The consolidated subsidiaries in the mobile communications
businesses are NTT DoCoMo, Inc., NTT DoCoMo Hokkaido, Inc., NTT
DoCoMo Tohoku, Inc., NTT DoCoMo Tokai, Inc., NTT DoCoMo
Hokuriku, Inc., NTT DoCoMo Kansai, Inc., NTT DoCoMo Chugoku,
Inc., NTT DoCoMo Shikoku, Inc., NTT DoCoMo Kyushu, Inc., DoCoMo
Service Inc., DoCoMo Engineering Inc., DoCoMo Mobile Inc.,
DoCoMo Support Inc., DoCoMo Systems, Inc., DoCoMo Sentsu, Inc.,
DoCoMo Technology, Inc., and other 21 companies.

(4) Data Communications Businesses

The principal elements in this business are systems integration
services and network system services.

The consolidated subsidiaries in the data communication
businesses are NTT DATA Corporation, NTT DATA System
Technologies Inc., NTT DATA SYSTEM SERVICE CORPORATION, NTT DATA
FINANCIAL CORPORATION, DREAM NET Corporation, NTT DATA TOKYO SMS
CORPORATION, and other 31 companies.

(5) Other Businesses

Other consolidated subsidiaries of NTT are NTT FACILITIES INC.,
NTT URBAN DEVELOPMENT CO., NTT COMWARE CORPORATION, NTT INTERNET
INC., NTT LEASING CO., LTD., NTT FINANCE JAPAN CO., LTD., NTT
Electronics Corporation, NTT Software Corporation, NTT BUSINESS
ASSOCIE TOKYO Co., Ltd., NTT BUSINESS ASSOCIE Corporation, NTT
ADVERTISING INC, and other 89 companies.

According to Wright Investor's Service, during the same 12 month
period ended March 31, 2002, the Company reported losses of
50,338.00 per share. This implies that the management likely
believes that the Company will return to profitability soon.


NIPPON TELEGRAPH: Reorganizing Business Structure
-------------------------------------------------
In a business environment marked by rapid and dramatic changes
in market structure, Nippon Telegraph and Telephone Corporation
(NTT) and its affiliates (NTT Group or Group) are actively
engaged in the reform of the Group's business structure.

Specific initiatives include: (1) positive contribution to the
realization of the IT Revolution through such means as active
development of fiber-optic services and the development of full-
fledged demand for broadband content applications; (2) promoting
the international development of mobile communication businesses
and IP network businesses; (3) Group-wide efforts to radically
reform the cost structures of Nippon Telegraph and Telephone
East Corporation (NTT East) and Nippon Telegraph and Telephone
West Corporation (NTT West) which face very difficult financial
conditions; and (4) full utilization of the advantages of the
holding Company system to achieve the above objectives.

Basic Principle concerning Profit Allocation

NTT believes it is critically important for it to reinforce its
financial standing and to serve the best interests of its
shareholders over the long run. As such, NTT has adopted as its
basic principle the payment of appropriate dividends while
acting to secure necessary levels of internal reserves.

Such internal reserves will be utilized to reinforce NTT's
financial standing.

Basic Principle and Policies concerning Reduction of Minimum
Trading Lots for Shares

The reduction of minimum trading lots for shares is believed to
expand the scope of investors. NTT will decide on this matter
while taking into account such factors as shareholder
composition, liquidity, and the cost of such measures.


NIPPON TELEGRAPH: Unveils H102 Financial Conditions
---------------------------------------------------
Nippon Telegraph and Telephone Co. disclosed its financial
condition for the six-month period ending September 30, 2002 as
follows:

During the six-month period ended September 30, 2002, while
there were signs of a mild recovery in certain areas such as
corporate earnings, the Japanese economy continued to face
difficult conditions overall as the unemployment rate held at a
high level and personal consumption remained weak.

Major changes are occurring in the telecommunications market
environment along with the advance of broadband communications
and other developments. In the broadband market, competition is
expanding for ADSL services, which are the main driver of the
rapid market growth. The competition over fiber optics access
services, which are the mainstay of broadband services, is
intensifying with the market entry of electric power companies
and other new providers. The mobile communications segment has
seen a slowdown in new subscriptions as the market penetration
of mobile telephones reaches higher levels and providers
introduce more diverse services. The market for conventional
fixed-line telephone services continues to shrink along with the
full-fledged introduction of VoIP services accompanying wider
broadband adoption.

In overseas telecommunications markets, the business environment
has become extremely harsh due to the prolongation of the IT
recession.

Amid these conditions, during the period under review NTT Group
companies pursued the objectives of the NTT Group Three-Year
Business Plan (fiscal years 2002-2004) and implemented active
measures to develop broadband markets. Specific actions taken
included the provision of more diverse fiber optics and wireless
Internet access services, offering these services to wider
subscription areas, and providing novel communications services
combining voice and visual images. Additionally, a Broadband
Promotion Office, which reports directly to the President, was
established within NTT to efficiently and effectively foster
broadband demand and coordinate among Group companies.
Meanwhile, structural reform efforts were steadily implemented
to enhance cost competitiveness and reinforce the Group's
financial foundations, for example, by establishing new regional
firms in May 2002 to handle equipment maintenance and order-
receipt works for NTT East and NTT West, and by outsourcing
these works to these new firms.

As a result of these activities, the NTT Group's consolidated
results for the six-month period ended September 30, 2002 were
as follows. Operating revenues amounted to 5,367.5 billion yen
(a decrease of 1.7 percent versus the same period of the prior
year) due to income loss recorded in fixed communications
businesses by NTT East, NTT West, and NTT Communications amid
intensified competition in the telecom market. Income before
income taxes, however, registered a profit increase, amounting
to 769.3 billion yen (an increase of 208.1 percent versus the
same period of the prior year), thanks to cost reductions
achieved through structural reforms. Net income amounted to 33.2
billion yen (loss during the same period of the prior year was
232.1 billion yen) due to loss of 309.9 billion yen registered
as equity in net losses of affiliated companies in connection
with the write-off of losses of overseas affiliates.

Note: From the current interim period, the consolidated
financial statement has been prepared in accordance with the
accounting principles generally accepted in the United States
(U.S. GAAP). The figures for the six months ended September. 30,
2001 are also restated in accordance with U.S. GAAP.

During the period under review, NTT DoCoMo acquired 870,000 of
its own shares in order to turn its eight regional affiliates
into wholly owned subsidiaries through a share exchange system.
NTT supported this effort by selling 551,000 NTT DoCoMo shares,
worth 148.2 billion yen, to NTT DoCoMo, and thus the percentage
of equity holdings by NTT in the total number of stocks issued
by NTT DoCoMo dropped from 64.1 percent to 63.0 percent.

Additionally, in accordance with a resolution passed at NTT's
17th general shareholders meeting-authorizing NTT to repurchase
up to 200,000 of its own shares at a cost of up to 100 billion
yen, in October 2002 NTT repurchased 200,000 of its own shares
at a cost of 86.2 billion yen.

The business results of the principal member companies of the
NTT Group during the six-month period ended September 30, 2002
are as follows.

(Nippon Telegraph and Telephone Corporation (Holding Company)

During the period under review, NTT established its new NTT
Group Three-Year Business Plan (fiscal years 2002-2004), and
otherwise worked to strengthen its financial standing,
contribute to the advance of the IT revolution, and actively
manage the NTT Group. As a result, NTT received a total amount
of 11 billion yen (a decrease of 7.8 percent versus the same
period of the prior year) in payment for these efforts. NTT also
conducted diverse telecommunications infrastructure research and
development works, including successful efforts to process the
compression and expansion required for high-quality images on a
single LSI, and to verify the potential of application of
artificial atom to quantum computers. Though this works, NTT
earned 91.5 billion yen (a decrease of 7.1 percent versus the
same period of the prior year) in basic research and development
revenues. During the period under review, NTT also earned a
total of 10.2 billion yen (a decrease of 76.8 percent versus the
same period of the prior year) in dividend income from its Group
companies.

As a result of all these efforts, NTT's operating revenues
amounted to 115.8 billion yen (a decrease of 29.4 percent versus
the same period of the prior year) and recurring profit amounted
to 32.7 billion yen (a decrease of 51.2 percent versus the same
period of the prior year). Meanwhile, NTT's interim net income
amounted to 105.3 billion yen (an increase of 83.2 percent
versus the same period of the prior year), including special
profits of 147.9 billion yen from its sale of NTT DoCoMo shares.

(Nippon Telegraph and Telephone East Corporation and Nippon
Telegraph and Telephone West Corporation)

During the period under review, NTT East and NTT West worked to
improve management efficiency and to strengthen their
competitiveness by expanding their broadband service areas.

In broadband services, NTT East and NTT West added a new 'B
FLET'S' fiber optics Internet access service, which provides
access lines with a maximum speed of 100 Mbps to regular
households at a comparatively low price, and expanded their
service areas for both 'FLET'S ADSL' and 'B FLET'S.' NTT East
and NTT West also initiated a new service utilizing regional IP
networks that facilitates diverse voice and image communications
among FLET'S service customers and another new service utilizing
wireless LAN technology whereby FLET'S service customers can
access the same Internet access environment that they enjoy at
their homes from other locations.

Turning to efforts to improve management efficiency, in addition
to continuing with ongoing cost-cutting measures, NTT East and
NTT West advanced structural reforms, especially personnel cost
reductions from the outsourcing of major works and the
diversification of employment contract formats, and radically
revised their operating structures by outsourcing order-receipt
and equipment maintenance works to the new regional firms
established in May 2002.

As a result of these efforts, the interim operating revenues at
NTT East amounted to 1,171.8 billion yen (a decrease of 8.5
percent versus the same period of the prior year), and the
interim operating revenues at NTT West amounted to 1,103.4
billion yen (a decrease of 8.6 percent versus the same period of
the prior year).

(NTT Communications Corporation)

During the period under review, NTT Communications increased the
access speed for its OCN service, and began providing a new 'OCN
Videophone' service that uses VoIP technology to enable
videophone and normal voice transmissions from personal
computers. Overall, NTT Communications actively worked to expand
its IP services, for example, by initiating its new 'Hotspot'
wireless LAN service (which enables PC users to enjoy broadband
Internet access from established wireless service areas at
hotels and other buildings) as well as a new 'fee collection
platform service' for the distribution of content, etc.

NTT Communications also worked to intensify the allocation of
its management resources, for example, by integrating the
individual customer Internet access services formerly handled by
NTTPC Communications Inc. with NTT Communications' OCN services.

As a result of these efforts, NTT Communications' interim
operating revenues amounted to 575.7 billion yen (a decrease of
9.7 percent versus the same period of the prior year).

(NTT DATA Corporation)

During the period under review, NTT DATA continued striving to
provide stable services for large-scale systems, to support
system updates, and to expand functions and peripheral works.
NTT DATA also actively submitted proposals related to electronic
government initiatives by the government of Japan and by
regional government bodies. Meanwhile, NTT DATA worked to boost
profit ratios in its software business by instituting
comprehensive project risk management. In addition, NTT DATA
actively advanced its development of new businesses including
its digital signature certification service, Issuer
Authorization Proxy Service, which is the first card settlement
network compatible with multiple brand smart cards.

As a result of these efforts, NTT DATA's interim operating
revenues amounted to 379 billion yen (an increase of 10.8
percent versus the same period of the prior year).

(NTT DoCoMo, Inc.)

During the period under review, NTT DoCoMo worked to promote
wider use of its services, for example, by increasing the packet
transmission speed and 'i-appli' content size for its 'i-mode'
services, and by providing portable telephones equipped with
cameras for its 'i-shot' image transmission e-mail service.

NTT DoCoMo also worked to steadily expand the service area for
its FOMA third-generation mobile communications systems
services, provided dual-network services whereby the same
telephone number can be
used for conventional voice and FOMA transmissions, and
otherwise strove to enhance customer convenience.

Meanwhile, NTT DoCoMo continued to build up its global services.
NTT DoCoMo has equity in Dutch and Taiwanese carriers that began
providing 'i-mode' services in April and June 2002,
respectively.

As a result of these efforts, NTT DoCoMo's interim operating
revenues amounted to 2,384.3 billion yen (an increase of 1.9
percent versus the same period of the prior year).

Financial Conditions

Net cash provided by operating activities for the current
consolidated fiscal year amounted to 603.9 billion yen (a
decrease of 330.3 billion yen, or 35.4 percent versus the same
period of the prior year because of severance payment resulting
from structural reforms) resulting from net income, depreciation
and amortization costs. Net cash used in investing activities
amounted to 1,068 billion yen (a decrease of 336.8 billion yen,
or 24.0 percent from the same period of the prior year) due to
acquisition of property, plant, and equipment.

Net cash provided by financing activities reached 341.5 billion
yen resulting from issuance of long-term debt and corporate
bonds (52.1 billion yen was used in financing activities in the
same period of the prior year). As a result, cash and cash
equivalents at the end of the current interim period decreased
by 120.9 billion yen (9.2 percent), to 1,198.3 billion yen.


NIPPON TELEGRAPH: Issues Projections For FY02 Ending March
----------------------------------------------------------
Amid a challenging business environment, the Nippon Telegraph
and Telephone Co. (NTT Group) is actively developing its
broadband business, under the holding Company's Group
management, by providing more diverse access, enhancing network
functions, and offering more replete content transmission
services.

The NTT Group is also steadily expanding its international
businesses, centered around IP and mobile multimedia.
Furthermore, the NTT Group is implementing structural reforms
such as reducing personnel costs, reviewing capital investment
plans and withdrawing from unprofitable services, and otherwise
solidifying its financial foundations.

As part of these efforts, NTT is actively advancing its Group
management, taking advantage of its holding Company format,
which gives NTT the mobility to flexibly invest Group Company
resources. NTT is providing its Group companies with necessary
advice and mediation, and advancing Group efforts even more
vigorously via basic research and development to support the new
broadband era.

Through these activities, the NTT Group is positively developing
the broadband market, reinforcing its financial foundations, and
striving to maximize the enterprise value of all NTT Group
companies.

Consolidated projections for the full fiscal year ending March
31, 2003 are as follows. Operating revenues are projected to
reach 10,961 billion yen (a 0.6 percent decrease from the
previous year). Income before income taxes is projected to
amount to 1,269 billion yen (loss before income taxes for the
previous year was 90.5 billion yen), while net income is
expected to reach 205 billion yen (net loss for the previous
year was 834.7 billion yen).

NTT expects to offer dividends of 5,000 yen per share of common
stock for the full fiscal year ending March 31, 2003.

Important Matters Pertaining to the Preparation of Non-
Consolidated Interim Financial Statement

1. Basis and methods of valuation for assets

(1) Securities

(1) Shares of subsidiaries and affiliated companies

Cost computed according to moving average method.

(2) Other securities

a. Securities with market price

Mark-to-market method based on market price as of day of balance
sheet date (full amount of valuation differentials is directly
transferred to shareholders' equity; cost of sale is computed
according to moving average method).

b. Securities without market price

Valuation of cost is based on moving average method.

(2) Inventories

Valuation of cost of supplies is based on total average method.


2. Depreciation of Property, Plant, and Equipment

Depreciation of property, plant, and equipment is by declining
balance method (with the exception of buildings and structures
depreciated by straight line method). Amortization of intangible
assets is by straight-line method. Durable years and remaining
value are based on standards provided under corporate income tax
laws.

Depreciation of buildings and structures which have reached
their depreciation limits as determined under corporate income
tax laws is carried on to the extent of real remaining value.
Software used by NTT is depreciated by straight-line method
based on the internally determined period of useful lives.

3. Accounting of Reserves

(1) Reserves for Bad Debts

The following provisions are made to cover losses from bad
debts. Reserves for general claims are based on historical bad-
debt ratios. Reserves for doubtful debts and other specific
claims are based on estimates of unrecoverable amounts
reflecting projections of recoverability of claims.

No allocations were made to reserves during the current interim
period.

(2) Reserves for Employees' Severance Payments

The following provisions are made to cover liabilities for
employees' severance payments. Based on liabilities for
employees' severance payments and projections of pension assets
as of the end of the current year, amounts were allocated to
reserves to cover liabilities recognized as of the end of the
current interim period.

Unrecognized prior service cost is computed by straight-line
method based on employees' average remaining years of employment
at time of accrual, and is charged to expenses at time of
accrual.

Unrecognized actuarial differences are accounted for by straight
line method based on employees' average remaining years of
employment at time of accrual, and are charged to expenses
beginning in the next term.

4. Accounting of Leasing Transactions

Finance lease transactions, excepting transactions involving a
transfer of ownership of leased assets to leasee, are accounted
for using the same method as applicable to standard lease
agreements.

5. Accounting for Hedging Activities

(1) Accounting for Hedging Activities

Hedging activities are principally accounted for under the
'deferral hedge accounting'. Designation ('Furiate-shori') is
applied to forward exchange contracts and other foreign exchange
contracts, and designated 'exceptional accounting' ('Tokurei-
shori') to interest-rate swaps that qualify for 'exceptional
accounting' (footnote 14, accounting standards for financial
products).

(2) Hedging Instruments and Hedged Items

(1) Hedging Instruments

Hedging instruments include forward exchange contracts, currency
swaps, coupon swaps (i.e. currency swap of interest portion
only), interest-rate swaps, interest-rate options, and others
including combinations of the above.

(2) Hedged Items

Hedged items are assets (securities, loans, receivables, etc.)
and liabilities (corporate bonds, borrowings, payables, etc.)
exposed to variability of fair value or future cash flows
derived from fluctuations of the exchange rate, interest rate,
etc.

(3) Hedging Policy

To hedge the foreign exchange risks regarding assets and
liabilities exposed to foreign exchange risks, forward exchange
contracts, currency swaps, and other instruments are employed in
compliance with internal formal documents.

To hedge the interest-rate risks regarding assets and
liabilities exposed to interest-rate risks, interest-rate swaps
and other instruments are employed in compliance with internal
formal documents.

(4) Assessment of Hedge Effectiveness

At the end of the each quarter, hedge effectiveness is assessed
on each hedging transaction. This quarterly assessment excludes
any transaction where an important terms and conditions such as
principal, interest-rate, duration are identical between hedging
instruments and hedged items.

6. Accounting of Consumption Taxes

Accounting is by tax exclusion method.

Additional Information

1. Accounting for Treasury Stock Reversal of Legal Reserves

'Accounting Standard on Treasury Stock Reversal of Legal
Reserves' (Accounting Standards Board of Japan Statement 1) have
been applied beginning in the current interim period. This
accounting change has no effect on the interim statement of
income.

Pursuant to the revision of the rules concerning interim
financial statements, shareholders' equity in the interim
balance sheet for the current interim period is based on the
revised rules for interim financial statements. Shareholders'
equity for the previous end-term has been revised according to
this method and indicated in the balance sheet.

Consequent to this change, for the current interim period,
'Treasury Stock' previously included in 'Other Current Assets'
is indicated at the bottom of shareholders' equity as a
deduction from shareholders' equity.

2. Application of Consolidated Tax Return System

The Company intends to apply for consolidated tax return system
and the accounting and financial representation of the six
months ended September 30, 2002 was prepared according to
'Temporary Treatment of Tax Effect in Applying Consolidated Tax
Return System (1) '(The Audit Committee of the Japanese
Institute of Certified Public Accountants, October 9, 2002)


NISSAN DIESEL: Sees Net Loss of US$33.03M in First Half
-------------------------------------------------------
Nissan Diesel Motor Co. expects to post a group net loss of 4
billion yen (US$33.03 million) in the first half ending
September 30, down sharply from the year-earlier profit of 200
million yen, Asia Times said on Wednesday.

The Company's extraordinary losses widened after setting aside
additional funds as loan loss reserves.

TCR-AP reported in September that Nissan Diesel Motor Co. plans
to lower its interest-bearing debt by 40 percent to 250 billion
yen ($2 billion) by March 2006, as part of its restructuring
plan.


RESONA HOLDINGS: Saitama Acquires Banking License
-------------------------------------------------
Resona Holdings, Inc., formerly known as Daiwa Bank Holdings,
Inc, said its fully owned subsidiary, Saitama Resona Bank (Head
office in Saitama city, President: Tadahiro Tone), obtained the
license* which it had applied for commencing its banking
operations.

* The license will take effect on the condition that Saitama
Resona Bank will commence operations after it acquires a part of
Asahi Bank's operations by way of corporate separation.

Saitama Resona Bank will be newly established with the objective
of providing customers with the high-quality services that more
closely reflect the needs of local customers. Saitama Resona
Bank will take over the operations of Asahi Bank in Saitama
Prefecture, which is a principal base of operations for Asahi
Bank.

The establishment of Saitama Resona Bank is the first case of an
embodiment of Resona Group's reorganization strategy aimed at
creating a leading super-regional bank in Japan, namely a
federation of regional financial institutions.

Saitama Resona Bank will endeavor to co-prosper with the Saitama
Prefecture as a trusted partner for the customers in the region.
With these objectives, it will prepare for the commencement of
operations scheduled in March 2002.

Reference

Outline of Saitama Resona Bank

Corporate Name                           Saitama Resona Bank,
Limited.
Head Office Address                      4-1, Tokiwa 7-chome,
                                         Saitama-shi, Saitama-
ken
Representative                           President: Tadahiro
Tone
Number of Employees                      Approximately 3,000
Amount of Capital                        50 billion yen
(planned)

                                 (At the time it commences
operations)

Shareholder (Ownership)                  Resona Holdings, Inc.
(100 percent)
Commencement of Operations               March 1, 2003 (planned)
Number of Manned Branches                113* (of which 110
offices are
                                         in Saitama Prefecture.)
                                         * includes three
offices which
Asahi Bank will newly establish (including agencies) in the
Tokyo Metropolis.

Number of Off-premises ATMs              334 locations (of which
332 are in Saitama Prefecture.)

Deposits and Loans

Deposits: Approximately 8.2 trillion yen
Loans: Approximately 5.0 trillion yen

Daiwa Bank Holdings, Inc. changed its name to Resona Holdings,
Inc. on October 1, 2002. In addition, The Daiwa Trust & Banking
Co., Ltd. is scheduled to change its name to Resona Trust &
Banking Co., Ltd. on October 15, 2002. Other members of the
Resona Group will also change their names in such a way to
include the Group name as part of their corporate names.

Daiwa Bank Holdings Inc's combined securities appraisal loss at
its five banks ballooned to 113.6 billion yen as of the end of
June, up from 70.7 billion yen three months earlier, due to a
depressed stock market, TCRAP reports.

The amount of non-performing loans at the five banks namely
Daiwa Bank, Asahi Bank, Kinki Osaka Bank, Nara Bank and Daiwa
Trust & Banking Co declined by 37.4 billion yen to 3,318.6
billion yen in the same period.


* Pressure Growing on Credit Quality of Japanese Trading Firms
--------------------------------------------------------------
Standard & Poor's Ratings Services said Tuesday that a
deterioration in market confidence in the Japanese banking
system, as illustrated by a recent fall in the stock prices of
some major banks, could have adverse effects on the credit
quality of small-to-midsize trading companies that rely heavily
on these institutions.

"If banks, under pressure to improve their own credit quality,
start reducing credit to lower-tier trading firms, this will
place pressure on the companies' liquidity," said Takahiro
Saimen, a credit analyst at Standard & Poor's in Tokyo.

"If market confidence in the trading firms themselves continues
to decline, this will impede the ability of the companies to
carry out their own financial intermediary functions, a core
part of their operations," Mr. Saimen added.

Japanese trading companies with ratings of 'B' or below, such as
Nissho Iwai Corp. (B-pi/--/--) and Tomen Corp. (CCCpi/--/--),
are likely to face increasing constraints in obtaining continued
support from their main banks.

If the creditworthiness of Japan's major banks weakens further
(see Standard & Poor's related press release "Impact of Major
Banks' Falling Stock Prices " published Nov. 18, 2002), the
capital markets and creditor institutions of the banks will
become less tolerant of economically unviable support to
financially weak firms. In this situation, the probability of
selective defaults, such as debt-for-equity swaps, is likely to
increase. In particular, Tomen, having already received debt
forgiveness in the past, may not be able to obtain further debt
forgiveness.

If it appears likely that a trading firm will ask its major
creditor banks for financial support in the form of debt
forgiveness or a debt-for-equity swap, this would result in a
downgrade of the Company to 'CCC-'. If creditor banks agree to
extend such financial support, the ratings will be lowered to
'CC'. Upon implementation of such support, the ratings will be
lowered to 'SD' (selective default).

Standard & Poor's considers debt forgiveness and similar types
of capital restructuring to be selective defaults, a rating
category for cases in which companies continue to make timely
payments on some of their debt obligations.



=========
K O R E A
=========


HYNIX SEMICONDUCTOR: Unveils 3Q02 Financial Results
---------------------------------------------------
Hynix Semiconductor Inc. recently announced its third quarter
financial results ending September 30, with unconsolidated
revenues of 653 billion won and operating loss of 511 billion
won.

The Company's net loss is approximately 617 billion won for the
period. Net non-operating expense is approximately 16 billion
won which is comprised mainly of inventory write-off due to the
DRAM price drop.

As for consolidated results, the Company reported operating loss
of 354 billion won and net loss of 490 billion won. However,
EBITDA, indicative of cash creating ability through operating
activities, for the period resulted 114 billion won.

The declined financial results are attributable to weak demand
for DRAM and low price consequentially, continued sluggishness
of the semiconductor market, and additional cost for resuming
operation in HSMA, Hynix's production line in Eugene, Oregon.

Hynix Semiconductor predicted a brighter fourth quarter with
increased revenue based on anticipated seasonal patterns,
normalization of DDR DRAM production and sale, and improvement
in productivity as a result of facility upgrade.

The press release can be accessed at the Company's Website at
http://www.hynix.com


HYNIX SEMICONDUCTOR: Likely to Sell LCD Unit to Chinese Firm
------------------------------------------------------------
Hynix Semiconductor is likely to sell its TFT-LCD (thin film
transistor-liquid crystal display) panel unit to BOE Technology
Group of China, as part of its restructuring campaign, the Korea
Herald said on Wednesday.

The sale proceeds could reach $380 million, as was initially
agreed upon in September, but $210 million of the sale could be
funneled back into Hynix in the form of syndicated loans
arranged by the chipmaker's creditors.

Hynix creditors reached an agreement to partially fund the asset
sale although there are still conflicts among Hynix creditors in
providing fresh loans to the chipmaker, a Hynix creditor
official said.

The Korea Development Bank will reportedly provide $100 million
to Hynix, with Korea Exchange Bank, Woori Bank and Chohung Bank
accounting for the remaining amount.

Meanwhile, Hynix's creditors, who took control of the Company
after a debt-for-equity swap of about three trillion won in
June, is waiting for a restructuring plan from Deutsche Bank AG,
a financial adviser for creditors.

The restructuring plans may include another round of massive
debt-for-equity swap, a capital write-down and an extension of
the maturity of some loans, to help salvage the debt-ridden
chipmaker.


HYUNDAI MOTOR: Ties Up With IBM in Telematics
---------------------------------------------
Hyundai Motor and IBM Korea signed a partnership agreement in
the construction of automotive telematics-related telecom
infrastructures and portal service systems, reports the Korea
Herald.

Through the partnership with IBM, Hyundai is to launch a variety
of telematics services in Korea, including emergency rescue, car
tracking, road guidance, provisions of news and weather
information, stock quotations and e-mail, the report said.

The new telematics services will create a new digital automotive
culture for Hyundai car customers.

According to The Troubled Company Reporter-Asia Pacific, at the
end of 2001, Hyundai Motor Company Limited had negative working
capital, as current liabilities were 17.88 trillion Korean Won
while total current assets were only 12.04 trillion Korean Won.

DebtTraders reports that Hyundai Motor's 7.600% bond due in 2007
(HYNM07KRS1) trades between 104.100 and 104.510. For real-time
bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=HYNM07KRS1



HYUNDAI PETROCHEMICAL: LG Makes Joint Bid With Honam
----------------------------------------------------
Chemical Maker LG Chem Limited has made a joint-bid with Honam
Petchem Corporation for cash-strapped Hyundai Petrochemical Co.,
Reuters said on Tuesday.

HPC has been looking for a buyer since early this year and
analysts said a deal would transform the shape of the local
petrochemical sector.

Hyundai creditors, which are calling the shots, opened a tender
in late October, but declined to identify bidders.

Hyundai has an ethylene capacity of 1.1 million tonnes per year
(tpy), about 20 percent of the country's total ethylene output.
Ethylene is a key feedstock for the chemical industry.

Korea Development Bank owns 27.75 percent of the Company. Woori
Bank,the banking arm of South Korea's Woori Financial Holding
Co. has 15.7 percent and Kookmin Bank holds 9.31 percent.

Hyundai had 3.12 trillion won ($2.58 billion) in assets and 2.34
trillion won in liabilities at the end of June.


KOREA LIFE: Hanwha Launching Acquired Unit Later This Month
-----------------------------------------------------------
The Hanwha business group will launch its recently acquired
Korea Life Insurance as a subsidiary unit anytime this month,
the Digital Chosun reports.

The move would come about a month ahead of the group's earlier
plan to incorporate the insurer.

The group will pay the Korea Deposit Insurance Corp. (KDIC) for
half of the acquisition on November 28. The KDIC is a state
organization in charge of selling public-fund injected
companies.

The main contract for the acquisition, signed by the group and
the KDIC, stipulates that the group pays about half of the total
payment of 411.8 billion won within two months of signing the
contract, and the remainder within the next two years.

After the government's decision to sell-off of Korea Life to a
Hanwha group-led consortium in October, 9 former shareholders of
the insurer filed for a court injunction on the deal against the
Korea Deposit Insurance Corp (KDIC), the government arm in
charge of selling off government-owned companies, M&A Reporter-
Asia Pacific reports.

In the application for the court injunction, former chair of
Korea Life Choi Soon-young and other shareholders claim that the
sale of the insurance company violates the Constitution.

The shareholders referred to a case in 1999, the government
financial sector watchdog agency judged the insurance company to
be a non-viable financial organization and ordered it to reduce
its capital. The reduction would strip shareholders of their
managerial rights.


POSCO CO: Shutting Down Loss-Making Venezuela Unit
--------------------------------------------------
Steel maker Posco Co. will decide to close its Venezuelan unit
producing crude steel, after posting 57.5 billion won ($47.44
million) in losses from the operation, according to Reuters on
Wednesday.

The name of the unit was not mentioned in the report.

The unit incurred losses of 160 billion won for POSCO before
this year, the Company told the Korea Stock Exchange in a public
notice.

"The bleak business outlook for the medium and long-term (at the
operation) and low operating rates and higher costs there were
the reason behind the decision to withdraw from the business,"
POSCO said.


SBW: Lingerie Manufacturer Completes Workout Program
----------------------------------------------------
SBW, a lingerie manufacturer, graduated from court management
after three years of being under a workout program, the Maeil
Business Newspaper said on Tuesday.

The Company fell into a financial crisis when it ventured into
the construction business in the early 90's, and succumbed to
court management in 1998.

Continuous restructuring efforts resulted in sales amounting to
265 billion won and operation profits of 19.8 billion won in
2001.

The Company currently has assets of 309.8 billion won on debts
worth 173 billion won.



===============
M A L A Y S I A
===============


BESCORP INDUSTRIES: Posts Update on Loan Default
------------------------------------------------
As required by the Kuala Lumpur Stock Exchange Practice Note
1/2001, Bescorp Industries Bhd hereby provides an update on its
default in payment.

The default by BIB as at October 31, 2002 amounted to
RM53,673,530.57 made up of a principal sum of RM32,220,139.42
plus RM21,453,391.15 in interest for revolving credit
facilities.

As at October 31, 2002, the remaining subsidiary companies of
BIB, namely Bescorp Construction Sdn Bhd (In Liquidation),
Bescorp Piling Sdn Bhd (In Liquidation), Bescorp Concrete Sdn
Bhd (In Liquidation), Bespile Sdn Bhd (In Liquidation), Farlil
Sdn Bhd (In Liquidation) and Waktu Cerah Sdn Bhd, defaulted on a
total sum of RM95,771,282.12 principal sum of RM60,905,258.44
plus RM34,866,023.68 in interest for revolving credit
facilities, term loan, banker's acceptance, hire purchase and
lease facilities, and RM57,005,953.38 for overdraft facilities.

A table containing details of these loans may be viewed through
this link
http://announcements.klse.com.my/EDMS/edmsweb.nsf/ba387758ae3741
2b482568a300466fb6/482568bb00440ef448256c760037b0c1/$FILE/021115
%20-%20loan2002-10%20-%20DT.xls

CONTACT INFORMATION: Unit 725, 7th Floor, Block A
                     Kelana Centre Point
                     No. 3 Jalan SS7/19
                     Kelana Jaya
                     47301 Petaling Jaya
                     Tel: 03-7880 9699
                     Fax: 03-7880 8699


L&M CORPORATION: Posts Amended Debt Restructuring Proposal
----------------------------------------------------------
1. INTRODUCTION

Further to the announcement on October 18, 2002, the Special
Administrators of L&M namely Gan Ah Tee, Ooi Woon Chee and Encik
Mohamed Raslan bin Abdul Rahman of KPMG Corporate Services Sdn
Bhd (Special Administrators), are pleased to announce that an
amended and re-stated reconstruction agreement (to replace the
reconstruction agreement dated October 17, 2002) and several
share sale agreements have been entered into on November 18,
2002 to facilitate and implement the proposed corporate and debt
restructuring scheme for L&M (Proposed CDRS), which will, inter-
alia, involve the following:

     (i) the proposed capital reduction exercise to reduce the
         existing issued and paid-up share capital of L&M from
         RM20,401,000 comprising 20,401,000 ordinary shares of
         RM1.00 each to RM816,040 comprising 20,401,000 ordinary
         shares of 4 sen each by the cancellation of 96 sen of
         the par value of each existing L&M share and thereafter
         the consolidation of 25 ordinary shares of 4 sen each
         in L&M into 1 ordinary share of RM1.00 each resulting
         in an issued and paid-up share capital of RM816,040
         comprising 816,040 ordinary shares of RM1.00 each in
         L&M (Proposed Capital Reduction and Consolidation);

    (ii) the proposed acquisition by Itsucom Berhad (ITSB), a
         newly incorporated company which shall assume the
         listing status of L&M, from Dato' Foo Chu Jong, Foo Chu
         Pak, Shariman bin Zainal Abideen (collectively to be
         referred to as Promoters) and other minority
         shareholders of PST of 3,200,000 ordinary shares of
         RM1.00 each in Prinsiptek (M) Sdn Bhd ("PST")
         representing the entire equity interest in PST, for a
         purchase consideration of RM35,000,000 to be satisfied
         by the issuance of 69,800,000 new ordinary shares of
         RM0.50 each in ITSB ("ITSB Shares") at par and
         RM100,000 nominal amount of irredeemable convertible
         unsecured loan stocks 2003/2006 ("ICULS") at 100%
         nominal amount ("Proposed PST Acquisition");

   (iii) to avoid any potential conflict of interests situation,
         ITSB will also carry out the following proposed
         acquisitions:

         (a) the proposed acquisition by ITSB from Foo Chu Pak,
             Mohd Muhid bin Sanib and Wong Chui Kheng
             (collectively to be referred to as "TPSB Vendors")
             of 250,000 ordinary shares of RM1.00 each in Tanah
             Perangsang Sdn Bhd ("TPSB") representing the entire
             equity interest in TPSB, for a purchase
             consideration of RM2,600,000 to be satisfied by the
             issuance of 5,200,000 new ITSB Shares at par
             ("Proposed TPSB Acquisition");

         (b) the proposed acquisition by ITSB from Dato' Foo Chu
             Jong and Shariman bin Zainal Abideen (collectively
             to be referred to as "GSSB Vendors") of 250,000
             ordinary shares of RM1.00 each in Gabungan Sanjung
             Sdn Bhd ("GSSB") representing the entire equity
             interest in GSSB, for a purchase consideration of
             RM2,100,000 to be satisfied by the issuance of
             4,200,000 new ITSB Shares at par ("Proposed GSSB
             Acquisition"); and

         (c) the proposed acquisition by ITSB from Dato' Foo Chu
             Jong and Foo Chu Pak (collectively to be referred
             to as "SJSB Vendors") of 250,000 ordinary shares of
             RM1.00 each in Sekinchan Jaya Sdn Bhd ("SJSB")
             representing the entire equity interest in SJSB,
             for a purchase consideration of RM300,000 to be
             satisfied by the issuance of 600,000 new ITSB
             Shares at par ("Proposed SJSB Acquisition").

             The Proposed PST Acquisition, Proposed TPSB
             Acquisition, Proposed GSSB Acquisition and Proposed
             SJSB Acquisition shall collectively be referred to
             as the "Proposed Acquisitions". PST, TPSB, GSSB and
             SJSB shall collectively be referred to as "Acquiree
             Companies."

    (iv) the proposed private placement of 10,000,000 new ITSB
         Shares at an issue price of RM1.00 per ITSB Share
         ("Proposed Private Placement");

     (v) the proposed settlement and compromise repayment of the
         debts owing by L&M to its creditors ("Creditors") with
         RM36,000,000 nominal amount of ICULS at 100% nominal
         amount and cash payment of RM2,000,000, net of all
         costs and expenses of the special administration, to
         the Creditors via the Special Administrators ("Proposed
         Debt Settlement");

    (vi) the proposed exchange of 816,040 ordinary shares of
         RM1.00 each representing the entire equity interest in
         L&M after the Proposed Capital Reduction and
         Consolidation, with 816,040 new ordinary shares of
         RM0.50 each in ITSB on the basis of 1 new ITSB Share
         for every 1 ordinary share of RM1.00 each in L&M
         ("Proposed Share Exchange");

   (vii) the proposed distribution by Foo Chu Pak of some of his
         ITSB Shares free of consideration to parties to be
         identified later to ensure that the public shareholding
         spread requirement of the Kuala Lumpur Stock Exchange
         ("KLSE") is complied with by ITSB ("Proposed
         Distribution of Shares");

  (viii) the proposed distribution by Dato' Foo Chu Jong of his
         ICULS free of consideration to employees and executive
         directors of PST Group, TPSB Group, GSSB Group and SJSB
         and/or persons who have contributed to the success of
         the PST Group, TPSB Group, GSSB Group and SJSB to
         enable the listing of ICULS on the KLSE ("Proposed
         Distribution of ICULS");

    (ix) the proposed cancellation of the entire issued and
         paid-up share capital of L&M of RM816,040 comprising
         816,040 ordinary shares of RM1.00 each after the
         Proposed Capital Reduction and Consolidation and
         thereafter, the proposed issuance of three (3) new
         ordinary shares of RM1.00 each in L&M at par to the
         Special Administrators or person(s) nominated by the
         Special Administrators ("Proposed Cancellation and Re-
         issuance of L&M Shares"); and

     (x) proposed transfer of the listing status of L&M on the
         Second Board of the KLSE to ITSB ("Proposed Transfer of
         Listing Status").

Subsequent to the completion of the Proposed CDRS, ITSB proposes
to implement an employees' share option scheme for all the
eligible employees and executive directors of the enlarged ITSB
group of companies comprising PST, TPSB, GSSB and SJSB ("ITSB
Group") ("Proposed ESOS").

The Special Administrators are currently finalizing the workout
proposal of L&M which would incorporate the Proposed Debt
Settlement. An announcement will be made after the workout
proposal of L&M has been approved by Pengurusan Danaharta
Nasional Berhad ("Danaharta") and the secured creditors of L&M,
if any.


2. DETAILS OF THE PROPOSED CDRS

2.1 Proposed Capital Reduction and Consolidation

It is proposed that the existing issued and paid-up share
capital of L&M of RM20,401,000 comprising 20,401,000 ordinary
shares of RM1.00 each be reduced to RM816,040 comprising
20,401,000 ordinary shares of 4 sen each by the cancellation of
96 sen of the par value of each existing L&M share.
Subsequently, every 25 ordinary shares of 4 sen each in L&M
shall be consolidated into 1 ordinary share of RM1.00 each
resulting in an issued and paid-up share capital of RM816,040
comprising 816,040 ordinary shares of RM1.00 each in L&M.
The credit of RM19,584,960 arising from the Proposed Capital
Reduction and Consolidation will be utilized to reduce the
accumulated losses of L&M of RM98,571,291, as per the audited
accounts for the financial year ended 31 December 2001, to
RM78,986,331.


In accordance with the Pengurusan Danaharta Nasional Berhad Act,
1998, the approval of the shareholders of L&M and the sanction
of the High Court are not required for the Proposed Capital
Reduction and Consolidation.

2.2 Proposed Acquisitions

2.2.1 Proposed PST Acquisition

2.2.1.1 Information on PST

PST was incorporated in Malaysia under the Companies Act, 1965
on 18 October 1990 as a private limited company. Its present
authorised share capital is RM5,000,000 comprising 5,000,000
ordinary shares of RM1.00 each of which 3,200,000 ordinary
shares of RM1.00 each are issued and fully paid-up.

PST is principally involved in building construction activities.
PST has 4 subsidiaries and 1 associated company, the principal
activities of which are set out in Table 1 below.

PST is registered with Pusat Khidmat Kontraktor, the contractor
services division of the Ministry of Entrepreneur Development,
as a Class "A" contractor. PST is also registered with
Construction Industry Development Board as a Grade G7
contractor. These registrations allow PST to bid and undertake
construction projects of unlimited value.

To date, PST Group has undertaken and completed construction
projects valued at approximately RM500 million. Details of the
current and completed projects of PST are set out in Table 2
below.

A summary of the audited consolidated financial record of PST
for the past 5 financial years ended 31 December 2001 is set out
in Table 3 below.

2.2.1.2 Information on ITSB

ITSB was incorporated in Malaysia under the Companies Act, 1965
on 7 October 2002 as a private limited company. On 13 November
2002, ITSB was converted to a public company and assumed its
present name. ITSB, a new investment holding company, was
incorporated to assume the listing status of L&M pursuant to the
Proposed CDRS. Its present authorised share capital is RM100,000
comprising 200,000 ordinary shares of RM0.50 each of which 4
ordinary shares of RM0.50 each are issued and fully paid-up.
ITSB is currently dormant.

The Directors of ITSB as at 7 November 2002 are Chan Chee Sheng
and Cheng Ah Seng, each of whom holds 2 ITSB Shares.

2.2.1.3 Details of the Proposed PST Acquisition

ITSB has on 18 November 2002 entered into a conditional share
sale agreement ("PST SSA") with the Promoters and other minority
shareholders of PST for the proposed acquisition by ITSB of
3,200,000 ordinary shares of RM1.00 each in PST representing the
entire equity interest in PST, for a purchase consideration of
RM35,000,000 to be satisfied by the issuance of 69,800,000 new
ITSB Shares at par and RM100,000 nominal amount of ICULS at 100%
nominal amount.

The 3,200,000 ordinary shares of RM1.00 each in PST,
representing a 100% equity interest, shall be acquired by ITSB
free from all charges or liens or any other encumbrances
whatsoever and with all rights as at the date of the PST SSA or
thereafter attaching thereto. There shall be no bonuses, rights,
dividends and other distributions declared, paid or made by PST
on or after the date of the PST SSA until completion of the
Proposed PST Acquisition.

There is no assumption of liabilities by ITSB in relation to the
Proposed PST Acquisition.

For salient terms of the ICULS, please refer to Table 4 of this
announcement.

2.2.1.4 Basis for the Purchase Consideration

The purchase consideration of RM35.0 million for the Proposed
PST Acquisition was arrived at following negotiations on a
'willing buyer-willing seller' basis and after taking into
account, inter-alia, the earnings potential of the PST Group and
the PST Group's existing order book of approximately RM800
million.

2.2.1.5 Original Cost of Investment to the Promoters in PST

The original cost of investment of the Promoters in PST are set
out in Table 5 below.


2.2.2 Proposed TPSB Acquisition
2.2.2.1 Information on TPSB

TPSB was incorporated in Malaysia under the Companies Act, 1965
on 9 February 2001 as a private limited company. Its present
authorised share capital is RM500,000 comprising 500,000
ordinary shares of RM1.00 each of which 250,000 ordinary shares
of RM1.00 each are issued and fully paid-up.

TPSB is principally an investment holding company while its
wholly-owned subsidiary, Jeram Perwira Sdn Bhd ("JPSB"), is
principally involved in property development.

On 29 August 2001, a joint-venture was formed between JPSB and a
Selangor state government body to undertake a mixed residential
development project located at Section 8, Bandar Baru Bangi,
Mukim Kajang, Daerah Hulu Langat, Selangor. The entire project
is to be developed on land measuring approximately 30 acres and
will comprise 264 units of 2-storey link houses and 437 units of
low medium cost apartments. The development order and the
approval of building plans for the project are expected to be
obtained by end 2002. The project is expected to be launched in
December 2002 and the whole development is scheduled to be
completed by year 2005.

The total estimated development cost (inclusive of land cost) of
the entire project is approximately RM64.0 million. JPSB has
executed a turnkey contract with PST for PST to design,
construct, manage, market and finance this project. This project
is expected to generate approximately RM79.5 million in sales
revenue.

As at 31 December 2001, TPSB has not commenced operations. As
such, no summary on the audited consolidated financial record of
TPSB is provided.

2.2.2.2 Details of the Proposed TPSB Acquisition

ITSB has on 18 November 2002 entered into a conditional share
sale agreement ("TPSB SSA") with the TPSB Vendors for the
proposed acquisition by ITSB of 250,000 ordinary shares of
RM1.00 each in TPSB representing the entire equity interest in
TPSB, for a purchase consideration of RM2,600,000 to be
satisfied by the issuance of 5,200,000 new ITSB Shares at par.

The 250,000 ordinary shares of RM1.00 each in TPSB, representing
a 100% equity interest, shall be acquired by ITSB free from all
charges or liens or any other encumbrances whatsoever and with
all rights as at the date of the TPSB SSA or thereafter
attaching thereto. There shall be no bonuses, rights, dividends
and other distributions declared, paid or made by TPSB on or
after the date of the TPSB SSA until completion of the Proposed
TPSB Acquisition.

There is no assumption of liabilities by ITSB in relation to the
Proposed TPSB Acquisition.

2.2.2.3 Basis for the Purchase Consideration

The purchase consideration of RM2,600,000 for the Proposed TPSB
Acquisition was arrived at following negotiations on a 'willing
buyer-willing seller' basis and after taking into consideration
the audited net tangible assets ("NTA") of the TPSB Group as at
31 December 2001 of approximately RM164,065 and the market value
of the development rights in respect of the land to be developed
by JPSB of RM5.26 million as assessed by Messrs Henry Butcher,
Lim & Long Sdn Bhd on 22 October 2002 using the residual method
of valuation.

2.2.2.4 Original Cost of Investment to the TPSB Vendors in TPSB

The original cost of investment of the TPSB Vendors in TPSB are
set out in Table 6 below.


2.2.3 Proposed GSSB Acquisition
2.2.3.1 Information on GSSB

GSSB was incorporated in Malaysia under the Companies Act, 1965
on 11 January 2001 as a private limited company. Its present
authorised share capital is RM500,000 comprising 500,000
ordinary shares of RM1.00 each of which 250,000 ordinary shares
of RM1.00 each are issued and fully paid-up.

GSSB is principally an investment holding company while its
wholly-owned subsidiary, NBL Land Development Sdn Bhd ("NBL") is
principally involved in property development.

On 29 August 2001, a joint-venture was formed between NBL and a
Selangor state government body to undertake a residential
development project located at Section 8, Bandar Baru Bangi,
Mukim Kajang, Daerah Hulu Langat, Selangor. The entire project
is to be developed on land measuring approximately 23 acres and
will comprise 300 units of 2-storey link houses and 20 units of
semi-detached houses. The development order and the approval of
building plans for the project are expected to be obtained by
end 2002. The project is expected to be launched in December
2002 and the whole development is scheduled to be completed by
year 2005.

The total estimated development cost (inclusive of land cost) of
the entire project is approximately RM46.8 million. NBL has
executed a turnkey contract with PST for PST to design,
construct, manage, market and finance this project. This project
is expected to generate approximately RM59.0 million in sales
revenue.

As at 31 December 2001, GSSB has not commenced operations. As
such, no summary on the audited consolidated financial record of
GSSB is provided.

2.2.3.2 Details of the Proposed GSSB Acquisition

ITSB has on 18 November 2002 entered into a conditional share
sale agreement ("GSSB SSA") with the GSSB Vendors for the
proposed acquisition by ITSB of 250,000 ordinary shares of
RM1.00 each in GSSB representing the entire equity interest in
GSSB, for a purchase consideration of RM2,100,000 to be
satisfied by the issuance of 4,200,000 new ITSB Shares at par.

The 250,000 ordinary shares of RM1.00 each in GSSB, representing
a 100% equity interest, shall be acquired by ITSB free from all
charges or liens or any other encumbrances whatsoever and with
all rights as at the date of the GSSB SSA or thereafter
attaching thereto. There shall be no bonuses, rights, dividends
and other distributions declared, paid or made by GSSB on or
after the date of the GSSB SSA until completion of the Proposed
GSSB Acquisition.

There is no assumption of liabilities by ITSB in relation to the
Proposed GSSB Acquisition.

2.2.3.3 Basis for the Purchase Consideration

The purchase consideration of RM2,100,000 for the Proposed GSSB
Acquisition was arrived at following negotiations on a 'willing
buyer-willing seller' basis and after taking into consideration
the audited NTA of the GSSB Group as at 31 March 2002 of
RM189,455 and the market value of the development rights in
respect of the land to be developed by GSSB of RM5.93 million as
assessed by Messrs Henry Butcher, Lim & Long Sdn Bhd on 22
October 2002 using the residual method of valuation.

2.2.3.4 Original Cost of Investment to the GSSB Vendors in GSSB

The original cost of investment of the GSSB Vendors in GSSB are
set out in Table 7 below.


2.2.4 Proposed SJSB Acquisition
2.2.4.1 Information on SJSB

SJSB was incorporated in Malaysia under the Companies Act, 1965
on 19 January 1979 as a private limited company. Its present
authorised share capital is RM500,000 comprising 500,000
ordinary shares of RM1.00 each of which 250,000 ordinary shares
of RM1.00 each are issued and fully paid-up. SJSB is principally
involved in property development.

SJSB owns a parcel of leasehold land expiring in 2091, measuring
approximately 3.08 acres held under Lot 584 PN7306 (PT45 -
PT79), Pekan Sekinchan, Daerah Sabak Bernam, Selangor ("SJSB
Land") which has been approved for the development of 26 units
of 2-storey link houses and 8 units of 2-storey semi-detached
houses known as Taman Seri Sekinchan II.

The 2-storey link houses were launched in May 2002 and are
expected to be completed in 2004. To-date, the 26 units of 2-
storey link houses have all been sold. The semi-detached houses
are expected to be launched in April 2003 and are expected to be
completed together with the link houses.

The total estimated development cost (inclusive of land cost) of
the entire project is approximately RM8.6 million and will be
financed through bank borrowings and/or internally generated
funds. This project is expected to generate approximately RM10.0
million in sales revenue.

As at 31 December 2001, SJSB has not commenced operations. As
such, no summary on the audited consolidated financial record of
SJSB is provided.


2.2.4.2 Details of the Proposed SJSB Acquisition

ITSB has on 18 November 2002 entered into a conditional share
sale agreement ("SJSB SSA") with the SJSB Vendors for the
proposed acquisition by ITSB of 250,000 ordinary shares of
RM1.00 each in SJSB representing the entire equity interest in
SJSB, for a purchase consideration of RM300,000 to be satisfied
by the issuance of 600,000 new ITSB Shares at par.

The 250,000 ordinary shares of RM1.00 each in SJSB, representing
a 100% equity interest, shall be acquired by ITSB free from all
charges or liens or any other encumbrances whatsoever and with
all rights as at the date of the SJSB SSA or thereafter
attaching thereto. There shall be no bonuses, rights, dividends
and other distributions declared, paid or made by SJSB on or
after the date of the SJSB SSA until completion of the Proposed
SJSB Acquisition.
There is no assumption of liabilities by ITSB in relation to the
Proposed SJSB Acquisition.

2.2.4.3 Basis for the Purchase Consideration

The purchase consideration of RM300,000 for the Proposed SJSB
Acquisition was arrived at following negotiations on a 'willing
buyer-willing seller' basis and after taking into consideration
the audited NTA of SJSB as at 31 December 2001 of approximately
RM284,937 and the market value of property owned by SJSB of
RM82,000 as assessed by Messrs Henry Butcher, Lim & Long Sdn Bhd
on 30 September 2002 using the residual method of valuation.


2.2.4.4 Original Cost of Investment to the SJSB Vendors

The original cost of investment of the SJSB Vendors in SJSB are
set out in Table 8 below.


2.3 Proposed Private Placement

It is proposed that ITSB implements a private placement of
10,000,000 new ITSB Shares at an issue price of RM1.00 per ITSB
Share. The gross proceeds from the Proposed Private Placement of
RM10 million are proposed to be utilized as follows:

                                                RM'000
Proposed Debt Settlement                        2,000
Working capital                                 6,500
Estimated expenses for the Proposed CDRS        1,500
                                               10,000

Any variation in the actual expenses from the estimated amount
will be adjusted against the amount allocated for working
capital.


2.4 Proposed Debt Settlement


The main objective of the Proposed Debt Settlement is to resolve
the outstanding liabilities of L&M in a manner that would be
beneficial to L&M and its creditors. In this respect, the
Proposed Debt Settlement would provide a better alternative for
the creditors compared to the prospects of recovery in the event
of a liquidation.

The Special Administrators are currently finalizing the workout
proposal of L&M which would incorporate the Proposed Debt
Settlement. An announcement will be made after the workout
proposal of L&M has been approved by Danaharta and the secured
creditors of L&M, if any.

Under the Proposed CDRS, RM36,000,000 nominal amount of ICULS
("Scheme ICULS") will be issued by ITSB to the Creditors via an
agent at 100% nominal value and RM2,000,000 cash from the
proceeds of the Proposed Private Placement shall be paid to the
Special Administrators who shall distribute the same, after
meeting all costs and expenses of the special administration, to
the Creditors in accordance with the terms of the Proposed Debt
Settlement.

Under the Proposed CDRS, the Promoters shall grant to the
Creditors via an agent a put option to dispose the Scheme ICULS
to the Promoters on the following terms:

Exercise Price:  RM1.00 cash per RM1.00 nominal value of ICULS

Exercise Period: In 3 tranches as follows:
                 Tranche 1 - RM5 million nominal value of ICULS
                             exercisable for 30 calendar days
                             after the 1st anniversary of the
                             issue date of the ICULS

                 Tranche 2 - RM5 million nominal value of ICULS
                             exercisable for 30 calendar days
                             after the 2nd anniversary of the
                             issue date of the ICULS

                 Tranche 3 - RM26 million nominal value of ICULS
                             exercisable for 30 calendar days
                             prior to the 3rd anniversary of the
                             issue date of the ICULS

Security: Deposit by Promoters of 36 million ITSB Shares with a
          stakeholder

At the same time, the Creditors via an agent shall grant to the
Promoters a call option to acquire the Scheme ICULS from the
Creditors on the following terms:

Exercise Price: RM1.05 cash per RM1.00 nominal value of ICULS

Exercise Period: From date of listing of the ICULS on KLSE up to
                 the 3rd anniversary of the issue date of the
                 ICULS save for the period described as Exercise
                 Period of the Put Option. Promoters' right to
                 call shall lapse and cease to have any effect
                 in respect of such amount of ICULS that have
                 been put to the Promoters under the Put Option.

For salient terms of the Scheme ICULS, please refer to Table 4
of this announcement.


2.5 Proposed Share Exchange

Upon completion of the Proposed Capital Reduction and
Consolidation, Proposed Acquisitions, Proposed Private Placement
and proposed issuance of Scheme ICULS, the existing shareholders
of L&M shall exchange 816,040 ordinary shares of RM1.00 each in
L&M for 816,040 new ITSB Shares on the basis of 1 new ITSB Share
for every 1 ordinary share of RM1.00 each in L&M. Following the
Proposed Share Exchange, the existing shareholders of L&M will
become shareholders of ITSB whilst L&M will become a wholly-
owned subsidiary of ITSB.


2.6 Proposed Distribution of Shares

Upon completion of the Proposed CDRS (but prior to the
completion of the Proposed Distribution of Shares), the public
shareholding spread of ITSB will be approximately 24.21%.
Accordingly, Foo Chu Pak has undertaken to do all such acts to
ensure that ITSB's public shareholding spread is met and the
requirements under paragraph 3.05 of the KLSE's Listing
Requirements are satisfied.

In this regard, Foo Chu Pak shall distribute, free of
consideration, such number of ITSB Shares to parties to be
identified at a later stage, in order that ITSB will have at
least 25% of its issued and paid-up capital in the hands of
public as well as there being at least 750 shareholders holding
not less than 1,000 ITSB Shares each.


2.7 Proposed Distribution of ICULS

Dato' Foo Chu Jong has further undertaken to distribute, free of
consideration, the RM100,000 nominal value of ICULS to be
received by him pursuant to the Proposed PST Acquisition, to
employees and executive directors of PST Group, TPSB Group, GSSB
Group and SJSB and/or persons who have contributed to the
success of the PST Group, TPSB Group, GSSB Group and SJSB, such
that each recipient shall receive RM1,000 nominal value of ICULS
each. This is to enable the listing of ITSB's ICULS on the KLSE
pursuant to paragraph 6.38 of the KLSE's Listing Requirements.


2.8 Proposed Cancellation and Re-issuance of L&M Shares

Prior to the Proposed Transfer of Listing Status, it is proposed
that the entire issued and paid-up share capital of L&M of
RM816,040 comprising 816,040 ordinary shares of RM1.00 each be
cancelled pursuant to the workout proposal of L&M.

Simultaneously, L&M will issue three (3) new ordinary shares of
RM1.00 each in L&M to the Special Administrators or person(s)
nominated by the Special Administrators at par.

Pursuant to the Proposed Cancellation and Re-issuance of L&M
Shares, L&M would be wholly-owned by the Special Administrators
or its nominees.


2.9 Proposed Transfer of Listing Status

Upon completion of the aforementioned proposals, it is proposed
that L&M transfers its listing status to ITSB. Consequently, L&M
will be delisted from the Second Board of the KLSE and ITSB will
be listed on the Second Board of the KLSE in its place.


3. BASIS FOR DETERMINING THE ISSUE PRICE OF ITSB SHARES AND
RANKING

The proposed issue price of RM0.50 per new ITSB Share in
relation to the Proposed Share Exchange and Proposed
Acquisitions were arrived at after taking into consideration the
following:

(a) the minimum issue price of RM0.50, namely the par value; and

(b) the net tangible assets of ITSB of 17 sen per share upon
    completion of the Proposed CDRS and assuming full conversion
    of ICULS.

The proposed issue price of RM1.00 per new ITSB Share in
relation to the Proposed Private Placement was arrived at after
taking into consideration the earnings potential of the enlarged
ITSB Group.

All the new ITSB Shares to be issued pursuant to the Proposed
Share Exchange, Proposed Acquisitions and Proposed Private
Placement shall upon allotment and issue, rank pari passu in all
respects with the existing ITSB Shares.


4. TAKE-OVER IMPLICATIONS

Upon completion of the Proposed CDRS, the Promoters and Wong
Chui Kheng will collectively own 66,823,347 ITSB Shares
representing approximately 73.7% of the enlarged issued and
paid-up share capital of ITSB.

Pursuant to Part II Section 6 of the Malaysian Code on Takeovers
and Mergers, 1998 ("Code"), upon completion of the Proposed
CDRS, the Promoters and Wong Chui Kheng (who are deemed to be
acting in concert) will be required to extend a mandatory
general offer for the remaining ITSB Shares which are not
already owned by them.

An application by the Promoters and Wong Chui Kheng will be made
to the SC for a waiver from the said obligation, under Practice
Note 2.9.3 of the Code ("Proposed Waiver").


5. PROPOSED ESOS

ITSB proposes to implement an employees' share option scheme for
the benefit of the employees and executive directors of the
enlarged ITSB Group subsequent to the completion of the Proposed
CDRS. The Proposed ESOS will allow the granting of options
("Options") to the eligible employees and executive directors of
the enlarged ITSB Group after completion of the Proposed CDRS,
to subscribe for new ITSB Shares. The maximum number of ITSB
Shares to be offered under the Proposed ESOS shall not exceed
10% of the issued and paid-up share capital of ITSB at any point
in time during the duration of the Proposed ESOS.
The Proposed ESOS is aimed at retaining and motivating eligible
employees and executive directors of the enlarged ITSB Group who
have contributed to the success of the ITSB Group, and at the
same time instilling a sense of ownership in them with a view to
retaining their services and encouraging them to improve their
performance, standards and efficiency.

The Proposed ESOS will only be implemented after the listing of
ITSB and upon the receipt of all approvals from the relevant
authorities and shareholders of ITSB.


6. RATIONALE FOR THE PROPOSED CDRS

As at 31 December 2001, L&M on a consolidated basis has a net
current liabilities position of RM161.3 million and a deficit in
shareholders' funds of RM136.7 million. The audited consolidated
accumulated losses of L&M as at 31 December 2001 was RM154.8
million which has effectively wiped out the entire equity of L&M
on a consolidated basis. In view of this, Danaharta had on 30
August 2002 appointed the Special Administrators to administer
the assets of L&M and to formulate a workout proposal for L&M
pursuant to the Pengurusan Danaharta Nasional Berhad Act, 1998.

The Proposed CDRS forms the basis of a workout proposal which is
currently being finalised by the Special Administrators. The
primary objectives of the Proposed CDRS are as follows:

     (i) to enable L&M to address its debt obligations in an
         equitable and orderly manner. In addition, the Proposed
         CDRS provides a better alternative for repayment to the
         Creditors, as they would receive a higher return than
         if L&M is liquidated; and

    (ii) to enable the shareholders of L&M (as eventual
         shareholders of ITSB) and the Creditors (pursuant to
         their participation in the Proposed CDRS) to
         participate in the future growth and prospects of the
         enlarged ITSB Group after the completion of the
         Proposed Acquisitions, in particular PST, a company
         with proven track record and an existing construction
         order book of approximately RM800 million, of which
         approximately RM735 million will be recognised as
         turnover from the financial year ending 31 December
         2002 onwards.

7. RISK FACTORS

The following is a discussion of risk factors (which may not be
exhaustive) pertaining to the Proposed CDRS:

7.1 Business Risks

Like many other business enterprises, the PST Group would be
subject to certain business risks inherent in the construction
industry. These may include shortages of labour and raw
materials, increases in the costs of labour and raw materials,
changes in economic conditions, business and credit conditions,
deferment in contracts and changes in interest rates. Although
the PST Group could seek to limit these risks through, inter-
alia, having contractual terms for projects undertaken, a
diversified range of suppliers and customers and prudent
management policies, no assurance can be given that any changes
to these factors will not have a material adverse effect on the
PST Group's business.

7.2 Ownership and control of the enlarged ITSB Group

Following the completion of the Proposed CDRS, the Promoters
will emerge as the controlling shareholders of ITSB. The
Promoters will collectively own 73.2% equity interest in the
enlarged share capital of ITSB. As such, they will be able to
effectively control the outcome of most matters requiring the
vote of the ITSB's shareholders particularly those matters which
only requires an ordinary resolution of shareholders, unless
they are required to abstain from voting by law and/or the
relevant authorities.

7.3 Economic and political considerations

Given that the business activities of the PST Group would
predominantly be in Malaysia, any adverse development in the
economic, political and financial conditions in Malaysia could
materially and adversely affect the financial and operational
conditions and profitability of the PST Group. These risks
include the risks of an economic downturn, changes in interest
rates and unfavorable changes in government policies such as
changes in method of taxation and introduction of new
regulations. Whilst the PST Group could continue to take
effective measures such as prudent financial management and
efficient operating procedures, there is no assurance that
adverse political and economics factors will not materially
affect the PST Group.

7.4 Dependence on key management

Upon completion of the Proposed CDRS, the Directors and senior
management of PST Group will assume management responsibilities
of the enlarged ITSB Group. The senior management team of PST
Group is highly skilled and experienced, having been exposed to
a wide variety of building construction and civil engineering
works. As such, the success of the enlarged ITSB Group after the
Proposed CDRS will depend to a significant extent, upon the
abilities and continued efforts of the Directors and senior
management of PST Group. Any substantial change or loss in any
of the Directors and/or senior management of PST Group may
adversely affect the performance of the enlarged ITSB Group.

Ongoing effort is made to groom the younger members of the
management to progressively take over managerial responsibility
from the senior members to ensure a smooth transition in the
management team. In addition, the PST Group has low staff
turnover and through the years has developed a strong management
team who have between them approximately 10 to 20 years of
experience in building construction and civil engineering. The
enlarged ITSB Group's future success will also depend upon its
ability to attract and retain skilled personnel. In this regard,
various incentives have been or will be put in place, including
the Proposed ESOS.

7.5 Dependence on Government Contracts

The PST Group is currently heavily dependent on government
projects. Approximately 79% of the Acquiree Companies' existing
order book of RM800 million is from government bodies. The
Acquiree Companies may be exposed to special risks inherent in
government contracts, including delays in funding, lengthy
review processes for awarding contracts, reduction in contracts
in the event of changes in government policies or as a result of
budgetary constraints, any or all of which could have a material
adverse effect on the PST Group.

The Directors of PST believes that the risk of over-dependence
on government contracts is minimal due to long term and good
business relationships with the government. Its relationship
with the government has also benefited the PST Group in terms of
client network and proven records.

Nevertheless, it is the intention of PST Group to reduce its
reliance on government projects by venturing into more private
sector projects as well as to take advantage of opportunities
outside Malaysia and in this respect, intends to seek suitable
overseas projects.

7.6 Competition

The PST Group would operate in a competitive market with a large
number of players and faces competition from various competitors
in the construction industry in securing projects. There is no
assurance that the PST Group would be able to maintain or
strengthen their market share in the future, or that
intensification of competition in the future would not affect
the profitability of the PST Group.

With its capabilities to handle all aspects of a project, from
the design stage of the construction project to undertaking the
construction work, the management of the PST Group believes that
the PST Group would have the necessary attributes to maintain
its competitive edge in the building construction sector in the
future. Further, the PST Group does not intend to restrict
itself to the on-going projects and intends to seek further
opportunities in more diverse locality and scope.

7.7 Delay in completion

The PST Group has continuously endeavoured to complete projects
awarded within the time scheduled. However, the timely
completion of a construction project depends on many external
factors, such as securing approvals of governing bodies as
scheduled, obtaining the required construction materials and
satisfactory performance of sub-contractors appointed for the
project. There is no guarantee that these factors would not
surface to delay the completion of any project and adversely
affect the PST Group's business.
The management of the PST Group believes that the PST Group
would have sufficient control systems in place to pre-empt such
delays. The management of the PST Group also closely monitors
the progress of ongoing projects to minimise any delay in the
completion of projects. Out of the total completed projects,
100% of the projects have been completed on time. The PST Group
has not received any claims for liquidated ascertained damages
(LAD) since its incorporation.

7.8 Labour supply

The local construction industry is heavily dependent on foreign
manual labour, particularly from Indonesia. Whilst PST's sub-
contractors are exposed to risks arising from constraints in the
supply of foreign labour and any setbacks faced by its sub-
contractors in meeting completion deadlines would have a roll-on
effect on PST's ability to meet its own deadlines.
However, with the recent relaxation in regulations on foreign
labour employment in August 2002, the PST Group is envisaged not
to be affected by any labour shortage. The PST Group has not
encountered any major roll-on effect of shortage of labour
supply and does not expect to encounter any major roll-on effect
of shortage of labour supply with the approved application of
500 foreign workers. Nevertheless, the PST Group's innovation of
construction technology has enabled it to adopt the "System
Formwork" technology which effectively reduces the large
dependency on foreign workers. The System Formwork operates by
producing a moulded structure to the specification of the
customer. The adoption of the System Formwork has enabled PST to
take advantage of economies of scales by mass producing the
moulded structure instead of the conventional wet trades i.e.
brickworks and plastering done by manual labour in its
construction works. This has reduced the dependency on labour
works and at the same time achieved cost reduction and defects
through the standardisation of the moulded structure produced.

7.9 Short term nature of contracts

Construction contracts typically range from 6 months to 3 ½
years in length. The duration of the PST Group's contracts-in-
hand averages 2 to 3 years. Whilst the management of the PST
Group constantly attempts to procure new contracts, there can be
no guarantee that it will be able to maintain the size of its
order book in the future.


8. FUTURE PROSPECTS

Upon completion of the Proposed Acquisitions, the enlarged ITSB
Group will principally be involved in building construction
activities. The PST Group's construction order book of
approximately RM800 million, of which approximately RM735
million will be recognised as turnover from the financial year
ending 31 December 2002 onwards, is expected to sustain revenue
for the PST Group until end of the financial year ending 31
December 2005. The Proposed Acquisitions are therefore expected
to provide immediate to medium term profits to the enlarged ITSB
Group after completion of the Proposed CDRS.

Growth in the construction sector continues to be bolstered by
projects implemented under the fiscal stimulus programme and
housing development and is therefore expected to register a
stronger growth of 3.8% in 2002 as compared to 2.3% in 2001.
Housing property development continues to remain strong, due
mainly to the stable and low interest rate environment. To
stimulate demand, the Government had extended the stamp duty
exemptions for the purchase of houses for another six months
from January 2002 to June 2002. Further, the RM3 billion pre-
emptive measures announced by the Government in March 2001 and
the RM4.3 billion package in September 2001 is expected to
filter through into 2002 to contribute positively towards
further growth in the construction sector.

The construction sector is envisaged to record a higher growth
of 4.5% in 2003. Public sector infrastructure projects in health
and education sub-sectors in particular, as well as for rural
development, will continue to drive the construction sector.
Housing development is also expected to contribute significantly
to growth in the construction sector in view of the increasing
demand, especially for low and medium-cost houses. An allocation
of RM2,150 million has been provided for the construction of
living quarters for armed forces, police personnel and other
civil servants, and low cost public housing in rural and urban
areas in 2003.

Under the Third Outline Perspective Plan ("OPP3"), the
construction sector is expected to grow at 6.6 per cent per
annum during the OPP3 period from 2001 to 2010.
(Source: Economic Report 2002/2003
The Third Outline Perspective Plan 2001-2010)


9. EFFECTS OF THE PROPOSED CDRS AND PROPOSED ESOS

9.1 Group Structure

For diagrammatic effects of the Proposed CDRS on the group
structure, please refer to Table 9 below.

9.2 Share Capital

The effects of the Proposed CDRS and Proposed ESOS on the issued
and paid-up share capital of L&M and ITSB are presented in Table
10 below.

9.3 NTA and Gearing

Based on the audited accounts of L&M for the financial year
ended 31 December 2001, the L&M Group has net tangible
liabilities of RM136.74 million as at 31 December 2001.

For further details on the effects of the Proposed CDRS and
Proposed ESOS on the NTA and gearing of ITSB Group, please refer
to Table 11 below.

9.4 Earnings

Barring any unforeseen circumstances, the Proposed Acquisitions
are expected to contribute positively to the earnings of the
enlarged ITSB Group on completion of the Proposed CDRS.

The Proposed ESOS is not expected to have any effect on the
earnings of the enlarged ITSB Group until such time as the
Options are exercised. Any potential effect on the earnings of
the enlarged ITSB Group would depend on the number of Options
exercised at the relevant point in time as well as the exercise
price of the Options.

9.5 Shareholding Structure

The effects of the Proposed CDRS on the shareholding structure
of L&M and ITSB are presented in Table 12 below.

9.6 Dividends

In view of the accumulated losses registered by L&M, the Company
is in no position to declare dividend for the financial year
ending 31 December 2002.

ITSB does not expect to declare any dividends for the financial
year ending 31 December 2003. Depending on the performance, cash
flow position and funding requirements of the ITSB Group, ITSB
may however, propose to declare dividends in the future years.


10. MORATORIUM ON SALE OF ITSB SHARES

It is a requirement of the Securities Commission ("SC") that a
moratorium be imposed on 50% of the new ITSB Shares, to be
issued to the PST, TPSB, GSSB and SJSB Vendors (collectively to
be referred to as "Vendors") as consideration for the Proposed
Acquisitions, for 1 year from the date of listing of the said
new ITSB Shares. Thereafter, the Vendors are allowed to sell,
transfer or assign only up to a maximum of 1/3 per annum (on a
straight-line basis) of their respective shareholdings in ITSB,
which are under moratorium.

The PST, TPSB, GSSB and SJSB Vendors will be receiving
collectively 79,800,000 new ITSB Shares pursuant to the Proposed
Acquisitions. Details of the shareholdings of the vendors that
are proposed to be placed under moratorium are set out in Table
13 below.


11. APPROVALS REQUIRED

11.1 Proposed CDRS

The Proposed CDRS is conditional upon approvals being obtained
from the following:

     (i) Danaharta on the workout proposal of L&M which
         incorporates the Proposed CDRS, pursuant to the
         Pengurusan Danaharta Nasional Berhad Act, 1998;

    (ii) SC;

   (iii) Foreign Investment Committee;

    (iv) Ministry of International Trade and Industry for the
         recognition of ITSB's Bumiputera shareholding content;

     (v) KLSE for ITSB's admission into the Second Board of the
         KLSE and for the listing of and quotation for the ITSB
         Shares and ICULS to be issued pursuant to the Proposed
         CDRS and the Proposed Transfer of Listing Status and
         the listing of and quotation for the new ITSB Shares
         arising from the conversion of ICULS; and

    (vi) any other relevant authorities/parties.

All the proposals under the Proposed CDRS are inter-conditional.
The Proposed CDRS is further conditional upon SC granting the
Proposed Waiver under Practice Note 2.9.3 of the Code.


11.2 Proposed ESOS

The Proposed ESOS is conditional upon approvals being obtained
from the following:

     (i) the SC;

    (ii) the shareholders of ITSB at an Extraordinary General
         Meeting to be convened;

   (iii) the KLSE for the listing of and quotation for the new
         ITSB Shares to be issued pursuant to the exercise of
         Options granted under the Proposed ESOS; and

    (iv) all other relevant authorities, if any.

The Proposed ESOS is conditional upon the Proposed CDRS being
completed.


12. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS

To the best of the Special Administrators' knowledge, none of
the Directors and/or the substantial shareholders of L&M and/or
any persons connected to them (pursuant to Section 122A of the
Companies Act, 1965) have any interest, direct or indirect, in
the Proposed CDRS beyond their entitlements under the Proposed
Share Exchange, which all shareholders are entitled to.


13. SPECIAL ADMINISTRATORS' RECOMMENDATION

The Special Administrators after careful deliberation on the
terms of the Proposed CDRS are of the opinion that the Proposed
CDRS is in the best interest of the stakeholders of L&M.


14. ADVISER

RHB Sakura Merchant Bankers Berhad has been appointed as the
Financial Adviser to L&M for the Proposed CDRS.


15. DEPARTURE FROM THE POLICIES AND GUIDELINES ON ISSUE/OFFER OF
SECURITIES BY THE SC ("SC GUIDELINES")

There is no departure from the SC Guidelines under the Proposed
CDRS.


16. SUBMISSION TO AUTHORITIES AND COMPLETION

The applications to the relevant authorities for the Proposed
CDRS are expected to be made within 1 month from the date of
this announcement.

The Proposed CDRS is expected to be completed within 12 months
from the date of this announcement.


17. DOCUMENTS FOR INSPECTION

The following documents will be available for inspection at the
Special Administrators' office at Wisma KPMG, Jalan Dungun,
Damansara Heights, 50490 Kuala Lumpur from Monday to Friday
(except public holidays) during business hours for a period of 3
months from the date of this announcement:

     (i) Reconstruction Agreement dated 17 October 2002 entered
         into between L&M and Promoters;

    (ii) Amended and Restated Reconstruction Agreement dated 18
         November 2002 between L&M and Promoters;

   (iii) PST SSA;

    (iv) TPSB SSA;

     (v) GSSB SSA;

    (vi) SJSB SSA; and

   (vii) Valuation Reports on TPSB, GSSB and SJSB as prepared by
         Messrs Henry Butcher, Lim & Long Sdn Bhd.

CONTACT INFORMATION: No. 6, Persiaran Kerjaya (Jalan Glenmarie)
                     Seksyen U1
                     40150 Shah Alam, Selangor
                     Tel: 03-5031 8318/5514 6888
                     Fax: 03-5031 8325


SRIWANI HOLDINGS: Asks Regulator to Waive Mandatory Offer Clause
----------------------------------------------------------------
In connection with its corporate and debt restructuring
proposals, Sriwani Holdings Bhd has sought the approval of the
SC for an exemption for Multi Esprit Sdn Bhd and the vendors of
the Proposed Assets Injection, namely Stuart Saw Teik Siew, Yeoh
San Hai and Saw Eng Huat Properties Sdn Bhd (Persons Acting in
Concert), from having to undertake mandatory offers for all the
remaining shares in SHB (Proposed Waivers), the obligation of
which arises in the following situations:

(a) upon completion of the Proposed Restricted Issue, for which
    MESB shall have been issued 7,272,847 new ordinary shares in
    SHB ("SHB Shares") which represent 75% equity interest in
    SHB then;

(b) upon subsequent completion of the Proposed Rights Issue, the
    Proposed Creditors Scheme, the Proposed MA Sepang Debt
    Settlement, the Proposed Assets Injection and the Proposed
    Additional Issue but prior to the conversion of any of the
    irredeemable convertible preference share ("ICPS")-A, ICPS-
    B1, ICPS-B2, ICPS-C and ICPS-D into SHB Shares, after which
    the equity interest of MESB in SHB shall be diluted to
    29.5%, but MESB together with the Persons Acting in Concert
    shall collectively hold 58.3%;

(c) upon completion of the Proposed MESB ICPS-A Conversion,
    after which the shareholding of MESB in SHB shall increase
    from 29.5% to 43.3%;

(d) upon exercise of the call option or rights under the
    Proposed ICPS-B Call Option Arrangement and Proposed ICPS-B
    First Right Arrangement respectively and thereafter, the
    conversion of the ICPS-B, such that the resulting
    shareholding of MESB in SHB increases by more than 2% in any
    six (6) months period; and

(e) upon exercise of the call option or rights under the
    Proposed SHB Share Call and Put Option Arrangement, Proposed
    Converted SHB Share Call Option Arrangement and Proposed
    Converted SHB Share First Right Arrangement respectively,
    such that the resulting shareholding of MESB in SHB
    increases by more than 2% in any six (6) months period.

The SC has on November 18, 2002 approved the Proposed Waivers in
respect of the situations set out in paragraphs (a) and (b)
above, under Practice Note 2.9.3 of the Malaysin Code on Take-
Overs and Mergers ("Code") as proposed. However, the application
for an exemption from the obligation to extend a mandatory offer
on the remaining voting shares in SHB which will arise in the
future pursuant to the conversion of the ICPS and acquisition of
new SHB Shares by MESB, as set out in paragraphs (c), (d) and
(e) above, will only be considered by the SC when the following
has been fulfilled:

     (i) MESB to obtain the approval of the independent
         shareholders of SHB in accordance with the "White-wash"
         procedure as stipulated under paragraphs 5(b)(i)-(iv)
         of Practice Note 2.9.1 of the Code. The approval from
         the shareholders of SHB, if obtained, would be valid
         during the tenure of the ICPS-A, ICPS-B1 and ICPS-B2
         and the tenure of the Proposed Converted SHB Share Call
         Option Arrangement and Proposed SHB Share Call and Put
         Option Arrangement;

    (ii) SHB is not allowed to implement any corporate exercises
         which will change the percentage shareholding of MESB
         in SHB before the conversion of ICPS-A, ICPS-B1 and
         ICPS-B2 and the acquisition of SHB Shares pursuant to
         the Proposed Converted SHB Share Call Option
         Arrangement, Proposed SHB Share Call and Put Option
         Arrangement and Proposed Converted SHB Share First
         Right Arrangement by MESB which would result in an
         obligation on MESB to extend a mandatory offer;

   (iii) MESB is not allowed to be involved in any dealings in
         the securities of SHB during the tenure of the ICPS-A,
         ICPS-B1 and ICPS-B2 and the tenure of the Proposed
         Converted SHB Share Call Option Arrangement, Proposed
         SHB Share Call and Put Option Arrangement and Proposed
         Converted SHB Share First Right Arrangement. However,
         MESB is allowed to convert the ICPS or dispose the SHB
         Shares it owns on the condition that the shareholdings
         of MESB and Persons Acting in Concert in voting shares
         of SHB remain above 33% and should the equity interest
         of MESB increases to more than 33%, MESB has to
         maintain its equity interest above 33%;

    (iv) In the event that the conversion of ICPS or acquisition
         of shares under the Proposed Converted SHB Share Call
         Option Arrangement, Proposed SHB Share Call and Put
         Option Arrangement and Proposed Converted SHB Share
         First Right Arrangement by MESB result in an increase
         in the equity interest of MESB in SHB to a level which
         is above the limit that will give rise to an obligation
         to extend a mandatory offer, MESB and CIMB are required
         to inform the SC of the transaction and to confirm that
         all the conditions of approval as stated in paragraph
         (i), (ii) and (iii) above, have been fully complied
         with. MESB/CIMB is required to make the necessary
         announcement to inform the shareholders of SHB; and

     (v) In the event that MESB converts the ICPS it owns or
         acquires SHB Shares under the Proposed Converted SHB
         Share Call Option Arrangement, Proposed SHB Share Call
         and Put Option Arrangement and Proposed Converted SHB
         Share First Right Arrangement up to a level at which
         exemption from the obligation to extend a mandatory
         offer is no longer required, MESB/CIMB is required to
         make the necessary announcement to inform the
         shareholders of SHB.

Apart from the above conditions, the approval of the SC for
exemption from an obligation to extend a mandatory offer on the
remaining voting shares in SHB pursuant to the implementation of
the Proposed Converted SHB Share First Right Arrangement is also
conditional upon the Proposed Converted SHB Share First Right
Arrangement being implemented within five (5) years from the
date of issuance of the ICPS-D.


CONTACT INFORMATION: Wisma Sriwani, 418 Chulia Street
                     10200 Penang
                     Tel: 04-2628535
                     Fax: 04-2614076


UNIPHOENIX CORPORATION: Deadline for Restructuring Extended
-----------------------------------------------------------
On behalf of the Board of Directors of Uniphoenix Corporation
Bhd, Southern Investment Bank Berhad wishes to announce that the
Company has on November 18, 2002 received approval from the KLSE
for an extension of time up to December 31, 2002 to enable UCB
to obtain all the necessary approvals for its restructuring
scheme from the regulatory authorities.

COMPANY PROFILE

Uniphoenix was formed to acquire then listed company,
Amalgamated Properties & Industries Bhd (API), in conjunction
with API's restructuring scheme. Upon completion of the scheme
in May 1990, API was removed from the Official List of KLSE on
June 11, 1990 and Uniphoenix was listed in its place on the same
date.

In view of its focus on property development, Uniphoenix had in
December 2000 entered into an agreement to dispose of its entire
60.7% interest in Sam Long Chemicals Industries (Malaysia) Sdn
Bhd, one of its manufacturing concerns. The disposal was
effective on Decmeber 3, 2001.

In August 2002, the Company announced details of a Group
restructuring scheme which incorporates the transfer of the
Company's listing status to Hatia Sdn Bhd (Newco) and the
acquisition of four companies. Applications to the regulatory
authorities were submitted on December 31, 2001. FIC and BNM
approval were obtained on January 22, 2002 and January 26, 2002
respectively.

CONTACT INFORMATION: 28th Floor, Wisma Denmark
                     86 Jalan Ampang
                     50450 Kuala Lumpur
                     Tel: 03-2382559
                     Fax: 03-2068011



=====================
P H I L I P P I N E S
=====================


BENPRES HOLDINGS: Responds to "Reviewing Investments" Report
------------------------------------------------------------
Benpres Holdings commented on the news article entitled Benpres
reviews investments" published in the November 16, 2002 issue of
the Manila Bulletin.

The articled reported that: "Benpres Holdings Corp.'s majority
owners the Lopez family said they will discuss their investment
in utilities and infrastructure following the Supreme Court's
ruling mandating a P28 billion refund to customers of the Manila
Electric Co. Benpre Vice Chairman and Meralco Chairman Manuel
Lopez said the Supreme Court ruling was staggering setback for
Meralco. "In the light this (court) decision, I guess we have to
meet and assess what should our strategic thrusts and moves in
the future.

Benpres Holdings, Inc., in a letter dated November 19,
2002,disclosed that:

First Philippine Holdings Corporation, owned 47 percent by
Benpres Holdings, and which in turn owns the shares in the
Manila Electric Company, is currently assessing the impact of
the recent Supreme Court ruling with respect to its exposures in
Meralco.

Appropriate disclosures will be made in due course.

For a copy of the press release, go to
http://bankrupt.com/misc/tcrap_bhc1120.pdf


BENPRES HOLDINGS: Units Seek Restructuring
------------------------------------------
Benpres Holdings subsidiaries namely Sky Vision Corporation,
Central CATV Inc. and the Philippine Home Cable Holdings Inc.
are still in talks with their respective creditors concerning
the restructuring of their debts, the Manila Bulletin said last
week.

PCI Capital Corp, UCPB's Investment Banking Division and
Buenaventura Echauz Partners (BE Partners) are acting as their
financial advisors.


MANILA ELECTRIC: Arroyo Orders Perez To Address Problems
--------------------------------------------------------
President Gloria Macapagal-Arroyo has ordered Energy Secretary
Vicente Perez to organize a high-level working group, composed
of Manila Electric Company's official representatives and the
Company's major creditors, including government stakeholders, to
address the Company's problems and formulate a plant to maintain
its financial stability as a public utility.

In his regular press briefing, Presidential Spokesman Rigoberto
Tiglao said the President's order was given in light of the
Supreme Court Third Division's decision on the issue of the firm
having overcharged its customers since 1994.

Tiglao said the President, accompanied by her economic advisers,
had a meeting with the Lopez group in Malacañang last Friday.

Tiglao said that during the meeting, members of the Lopez group
maintained that the Supreme Court's decision was not right. "The
President simply remarked that the Supreme Court is a very
independent institution," Tiglao said.

"No mention at all or appeal to the President to do anything
about it," Tiglao added.

Tiglao said Secretary Perez has scheduled a meeting with Meralco
officials and the Company's creditors to undertake initial
discussions to address the Company's problems and to reach a
consensus on the creation of such a working group, which is
tasked to formulate a detailed plan to maintain the utility
firm's credit standing.

Tiglao assured that the President is committed to implement
strictly the Supreme Court's decision, as soon as it is
executory and as soon as the Energy Regulatory Commission, a
quasi-judicial body that by law deals with electric rates,
formulates the details and mechanism for implementing the High
Court's decision.

With the President during the meeting were Tiglao, Perez,
Finance Secretary Jose Isidro Camacho and Presidential Legal
Counsel Avelino Cruz while the Lopez group was represented by,
among others, Oscar Lopez, Gabby Lopez and Manolo Lopez.

For more information, go to
http://www.gov.ph


METRO PACIFIC: Clarifies Ayala-Campos Deal Partnership Report
-------------------------------------------------------------
Metro Pacific Corporation responded to news article entitled
"Ayala-Campos group nears deal with MPC" published in the
November 19, 2002 issue of the Philippine Star.

The article reported "An agreement is expected to be reached
between the Ayala-Campos partnership and Metro Pacific Corp.
(MPC) in the next few weeks over the former's purchase of a 50.4
percent stake in MPC subsidiary Bonifacio Land Corp.

The STAR learned that the agreement, which calls for the
partnership between Ayala Land and Greenfield Development Corp.
owned by Jose Yao Campos to pay for a $105- million (principal
plus interest) loan owed by MPC to Larouge BV (a First Pacific
subsidiary) and secured by a majority stake in Bonifacio Land,
is already in its final stages and may be signed as early as
this week or next week.

But even before the agreement has been finalized, the proposal
of the Ayala-Campos group to assume the Larouge loan was
submitted to Metro Pacific parent firm First Pacific Co. Ltd. in
Hong Kong by MPC President Manuel V. Pangilinan for approval.

"What they (MPC) sought First Pacific approval for was to move
ahead with the negotiations with the Ayala-Campos consortium.
What is going on now is the process to finish it," highly placed
sources said.

Sources revealed that First Pacific is expected to give its
approval as soon as the agreement between Metro Pacific and the
consortium is signed.

Metro Pacific Corporation (MPC), in a letter to the Exchange
dated November 19, 2002, clarified that:

As Metro Pacific has previously disclosed in several occasions,
it is engaged in a variety of discussions with a number of
parties, among them, the group comprised of United Laboratories
Inc., and Ayala Land Inc., with respect to certain debt
financing and project development opportunities. Indeed, last
week, Fort Bonifacio Development Corporation, a part of the
Metro Pacific Group signed a project loan agreement with the
group of United Laboratories Inc. and Ayala Land Inc., for the
amount of P800,000,000 to ensure the full completion of the
Bonifacio Ridge condominium project in the Bonifacio Global
City.

Metro Pacific management stresses that while discussions with
the Group of United Laboratories Inc. and Ayala Land Inc.
continue with regards to other debt refinancing and development
opportunities, as of this date, no agreement has been signed nor
completed. Metro Pacific assures the Philippine Stock Exchange
and the investing public that full disclosure of any material
event will occur as such time is warranted.

The disclosure can be accessed at
http://bankrupt.com/misc/tcrap_mpc1120.pdf


METRO PACIFIC: Reducing Debt to P18.2B as of December 2001
----------------------------------------------------------
Metro Pacific Corp. (MPC) reduced its interest bearing debt to
18.2 billion pesos from 18.5 billion pesos as of December 2001,
the Philippines Star said on Wednesday.

The report said that MPC was able to pay off P1.2-billion worth
of debts during the first nine months of the year, this was
largely offset by the reclassification of its convertible
preferred shares amounting to P720 million and the restructuring
of about P227 million of unpaid interest into long term debt.

MPC reclassified its series 1 convertible preferred shares from
equity to current portion of long-term debt, following the
exercise of the put option by its preferred shareholders.

The reclassification increased its total liabilities from 28.2
billion pesos at year-end 2001 to 29.1 billion pesos as of
September 30 2002.

Consolidated assets as of end-September 2002 declined by 14
percent to P60.9 billion from the year-end 2001 level of P70.5
billion, principally as a result of the additional impairment
provision of P7.2 billion, reflecting the possible loss to MPC
should there be a foreclosure on its shares in Bonifacio Land
Corp. (BLC).

As of end-September, MPC and BLC were still in discussion with
their creditors on a bilateral basis with a view towards
finalizing their overall debt reduction solutions and arriving
at a rational debt-restructuring program.


MUSIC CORPORATION: Returns to Profit in The Third Quarter
---------------------------------------------------------
Music Corporation incurred a profit of 12.85 million pesos in
the third quarter of this year against a net loss of 271.7
million pesos in the same period a year earlier, due to cost
cutting measures, the Philippine Star reports.

The Internet firm said it has been reporting profits for three
consecutive quarters with a net income of 61 million pesos
versus the 539-million pesos net loss incurred in the previous
level.

In the third quarter, the Company's subsidiary, Music
Semiconductors Philippines Inc., slashed its workforce in
Canlubang plant from 56 employees to only 28 as the Company
foresees no major increase in its sales revenue due to the
continued slump in the industry.

To further enhance its profitability, Music said it would reduce
its monthly overhead costs for the succeeding months.

Music.com, the New York-based music web portal subsidiary of
Music will be winding down its operations and disposing off its
assets due to tight liquidity problems. Incorporated in 1998,
Music.com was positioned to become the premier worldwide music
web address.


PHILIPPINE LONG: Responds to Job Cut Report
-------------------------------------------
The Philippine Long Distance Telephone Company reacted to the
news article entitled "PLDT to axe 600 jobs" published in the
November 19, 2002 issue of the Malaya.

The article reported, "The Philippine Long Distance Telephone
Co. will have to axe 600 employees as it realigns operations to
trim costs to meet $1.3 billion debts due in three years.

Members of the 7,300-strong PLDT union Manggagawa ng
Komunikasyon are expected to stage at 5 p.m. today at a protest
rally in front of the Sampaloc traffic operations hub in the
first of a series of actions the union would conduct to redress
its grievance against management and appropriate government
agencies over the impending retrenchment and realignment of
employees.

Union first Vice President Ardie Rama said PLDT management would
dissolve all provincial traffic operations except Cebu and the
Sampaloc and North Parañaque provisioning offices at the close
of the year. Most of the employees affected are telephone
operators handling calls.

Some 392 are based in the provinces while 117 will be affected
by the closure of the North Parañaque provisioning division in
Bicutan plus 111in Metro Manila.

Philippine Long Distance Telephone Company (PLDT), in a letter
dated November 19, 2002, clarified that:

"We advise that PLDT has decided to rationalize its operator-
assisted units located principally in certain of its provincial
exchanges. In recent years, the use of operator-assisted calls
has drastically declined due the popularity of direct dialing
and other alternative means of communications. Consequently,
approximately 500 employees manning the regional operator
services, where volumes have significantly reduced, will be
separated from service with enhanced retirement/redundancy
package, effective December 13, 2002. Some of the separated
employees will be considered for positions in the directory
assistance service.

PLDT also disclose that the Manggagawa Ng Komunikasyon sa
Pilipinas (MKP), the union of rank and file employees of PLDT,
filed a Notice of Strike with the Department of Labor and
Employment (DOLE), for alleged unfair labor practice in view of
the above development. A conciliation meeting between Management
and the MKP was held on November 13 at the DOLE and another
meeting is scheduled on November 20, 2002.

Management is taking all reasonable measures to ensure that
there will be minimal disruption in operations in the event that
the MKP should stage a strike."

For a copy of the Company statement, visit
http://bankrupt.com/misc/tcrap_pldt1120.pdf



=================
S I N G A P O R E
=================


ASIA FOOD: Issues Joint Disclosure Update on Debt Rescheduling
--------------------------------------------------------------
The Board of Directors of Asia Food & Properties Limited AFP and
Golden Agri-Resources Ltd GAR announced that to the shareholders
and the general public that negotiations with its various
creditors are on-going.

PT Nala Vini Eka Beverages, which has a loan, guaranteed by PT
Sinar Mas Agro Resources and Technology Tbk is also in
negotiation with its creditor. Announcements will be made on a
timely basis when there is further progress on our debt
rescheduling efforts.

To-date since July 2001, the total debt rescheduled amounted to
US$363.9 million, including US$237.3 million for GAR Group. This
represented about 30.2 percent and 44.3 percent of the total
debts as at 30 June 2002 of AFP Group and GAR Group
respectively.

Cash and time deposits with BII Bank Limited, Cook Islands (BII
Bank Ltd):

Under the repayment and security package entered into with BII
Bank Ltd (announced on 2 November 2001), the first and second
aggregate repayments to the AFP Group, including GAR and its
subsidiaries, was scheduled to be US$27 million for the period
from May 2001 to April 2002, and US$25 million for the period
from May 2002 to October 2002. The third aggregate repayment to
the AFP Group, including GAR and its subsidiaries, was scheduled
to be US$25 million for the period from November 2002 to April
2003.

To date, the AFP Group, including GAR and its subsidiaries, has
reduced its principal cash and time deposits by US$52.4 million,
including reduction of GAR Group's deposits by US$17 million.
This exceeded the required aggregate repayment obligation of BII
Bank Ltd amounting to US$52 million for the period up to 31
October 2002.

ABOUT ASIA FOOD & PROPERTIES

Listed on the Singapore Exchange Securities Trading Limited
(SGX-ST), Asia Food & Properties Limited (AFP) is involved in
three core businesses: Agri-business, Food and Property, through
its investments in Indonesia, China, Malaysia and Singapore.
Headquartered in Singapore, the AFP Group employs about 45,000
people. The Group turnover for the year 2001 was S$1.5 billion.

AGRI-BUSINESS

The Agri-business operations are located in Indonesia and China.

Through its SGX-ST listed subsidiary, Golden Agri-Resources Ltd
(GAR), the Group's Indonesia Agri-business is one of the world's
largest vertically integrated oil palm plantation companies.
With a total planted area of 282,000 hectares, GAR operates 24
palm oil processing mills, two refineries and four kernel
crushing mills. The primary activities include oil palm tree
cultivation and harvest; processing of fresh fruit bunch into
crude palm oil (CPO) and palm kernel; and refining into value-
added products such as cooking oils, margarine and shortening.

The Group's China Agri-business operations include refineries,
port and oil-seed crushing facilities in Ningbo and Zhuhai,
China.

FOOD

The Group's Food operations, which are carried out by Zhuhai
Huafeng Food Industry (Group) Co., Ltd and its subsidiaries is
one of the largest manufacturers of instant noodles in China.
Its operations include the production, distribution and sale of
instant noodles throughout China.

PROPERTY

The Group's Property division in Indonesia is a leading
developer and is engaged in the development and construction of
commercial, residential and industrial properties, townships,
hotels and resorts. The Property division has long-term
investments in major commercial buildings, hotels and resorts,
and is involved in property sales, leasing and management of its
real estate development and investments in Indonesia, China,
Singapore and Malaysia.


BOUSTEAD SINGAPORE: Returns to S$3.8M Profit in First Half
----------------------------------------------------------
Boustead Singapore has returned to the black with a profit of
S$3.8 in the first half of this year, versus a loss of S$5.4
million a year earlier, Business Times reports.

The Company has not paid dividends during the last 12 months,
according to Wright Investors Service. The Company also reported
losses during the previous 12 months.


ELLIPSIZ LTD: Posts Notice of AGM Result
----------------------------------------
The Board of Directors of Ellipsiz Ltd. announced that at the
Annual General Meeting (AGM) of the Company held on November 19,
2002, Resolutions 1 to 6 as set out in the Notice of Annual
General Meeting dated 30 October 2002, with the exception of
Resolution 3 were duly passed.

In respect of Resolution 3, as previously announced on 5
November 2002, item (2) in the Notice should read as follows:

"2. To re-elect the following Directors retiring by rotation
pursuant to Article 91 of the Company's Articles of Association
and who, being eligible offer themselves for re-election:-

Mr. Matthew Chan Chung Shin (independent member of Audit
Committee) (Resolution 2)
Mr. Jeffrey Staszak (independent member of Nominating
Committee) (Resolution 3)"

The said amended Resolution 3 was also duly passed at the Annual
General Meeting.

In respect of Resolution 5 under "Any Other Business", it was
proposed at the Annual General Meeting that the following
resolution be passed:

"The payment of Directors' fees of S$156,000/- for the financial
year ended 30 June 2002 be approved."

Resolution 5, as set out above, was duly approved and passed by
the shareholders.


EXCEL MACHINE: Director/Audit Committee Chairman Resigns
--------------------------------------------------------
The Board of Directors of Excel Machine Tools Ltd. announced
that Choo Lye Heng has resigned as a Director of the Company and
therefore ceased to be the Chairman of the Audit Committee with
effect from November 18, 2002.

According to the Troubled Company Reporter-Asia Pacific, the
Company has appointed Credit Lyonnais (Singapore) Merchant
Bankers Limited to restructure the Group's banking facilities. A
proposal for the restructuring will be presented to the bankers
for their consideration in late October 2002.

The Company shall make the appropriate announcements upon the
conclusion of the discussions with the bankers and when terms
have been agreed upon between the Group and its bankers.


INTRACO LIMITED: Voluntarily Liquidates Dormant Subsidiary
----------------------------------------------------------
Intraco Limited disclosed that IntraCable Pte Ltd, a dormant
subsidiary of the Company, has been placed in members' voluntary
liquidation on 19 November 2002.

The above liquidation is not expected to have any material
impact on the net tangible assets and earnings per share of the
Intraco Group for the financial year ending 31 December 2002.


*S&P Says Asian Banks Will Hold Their Own in 2003
-------------------------------------------------
Standard & Poor's Ratings Services said Tuesday that stability
rather than spectacular growth is likely to be the defining
theme for most banking sectors in the Asia-Pacific region in
2003.

"Slow economic growth in the countries of the region-with the
notable exceptions of mainland China, Australia, and New
Zealand-is conspiring to thwart any real improvement in
performance," said Ian Thompson, managing director, Financial
Services Ratings, Asia-Pacific.

"However, forward momentum created by efforts on the part of
banks and regulators to emerge from the trough of the 1997-1998
Asian financial crisis is expected to ensure that most banks and
banking systems will be able to hold their own through 2003," he
added.

Mr. Thompson's remarks were made in Kuala Lumpur just ahead of
the official launch of Standard & Poor's "Asia-Pacific Banking
Outlook 2003," a widely anticipated publication that discusses
the prospects for the regional banking industry in the year
ahead and overviews the strengths and weaknesses of specific
banking sectors in the countries and territories of the region.

The rating outlook is stable for the majority of the banking
systems in the region, including those of Australia, Mainland
China, Hong Kong, Indonesia, Malaysia, New Zealand, Singapore,
Thailand, and Vietnam.

Standard & Poor's has, however, revised its outlooks for the
banking sectors in Indonesia and Thailand to stable from
negative and changed its outlook for the system in Malaysia to
stable from positive.

The outlooks for the banking sectors of India, Japan, the
Philippines, and Taiwan remain negative, although there are some
signs of stability for selected Taiwan banks.

Standard & Poor's outlook for the banking system of Korea
remains positive, although this may be moderating as the sector
begins to digest the recent mergers of leading banks, which in
turn begin to cope with higher consumer credit risk.

Contact: Ian Thompson, Melbourne (61) 3-9631-2100
Terry Chan, Hong Kong (852) 2533-3590
Gavin Gunning, Melbourne (61) 3-9631-2092
Naoko Nemoto, Tokyo (81) 3-3593-8720
Takamasa Yamaoka, Tokyo (81) 3-3593-8719
Ernest D Napier, New York (1) 212-438-7397




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,
Larri-Nil Veloso, Maria Cristina Pernites-Lao, Editors.

Copyright 2002.  All rights reserved.  ISSN: 1520-9482.

This material is copyrighted and any commercial use, resale or
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