TCRAP_Public/021127.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R
                     A S I A   P A C I F I C
           Wednesday, November 27, 2002, Vol. 5, No. 235
  A U S T R A L I A
  BRAMBLES INDUSTRIES: Irate Investors Want Chairman, CEO to Go
  COLES MYER: Demerger Farfetched, Issue not on Agenda Until 2003
  HIH INSURANCE: Liquidator Admits Creditors Won't Get Full Amount
  NEW TEL: To Submit Accounts Soon, Eyes Return to ASX in December
  C H I N A   &   H O N G  K O N G
  ASIA GLOBAL: $270M Purchase Agreement Signed with China Netcom
  CHINA LOGISTICS: Auditors Clarify "Going Concern" Opinion
  GANG TIANJI: Hearing on Winding Up Petition Next Month
  INTERACT CONTRACTING: Winding up Petition to be Heard Dec. 18
  KEEP CHAIN: High Court to Hear Winding Up Petition Next Year
  LAI SUN: Confirms Debt Talks, But Denies Inking Any Pact
  LUXWELL PROPERTIES: December Hearing on Wind Up Petition Set
  PANDA-RECRUIT LTD.: Shares Fall Below Minimum Float, Suspended
  UNICORN RESTAURANT: Winding Up Petition to be Heard December 11
  I N D O N E S I A
  ASTRA INTERNATIONAL: Creditors Meeting Adjourns Without Decision
  BANK NIAGA: CAHB Deposits IDR1.01 Trillion Payment
  BANK NIAGA: CAHB Wants Focus Redirected to Retail Banking
  J A P A N
  HAZAMA CORPORATION: Posts Y1.72B Net Loss in First Half
  ISUZU MOTORS: Tripling H102 Net Loss to Y84B
  KUMAGAI GUMI: Narrows H102 Net Loss to Y3.09B
  MATSUSHITA ELECTRIC: Reorganizes Domestic System Sales Units
  MAZDA MOTOR: Posts Notice of Personnel Changes
  MITSUBISHI TOKYO: Widens H102 Net Loss to Y188.1B
  MIZUHO FINANCIAL: Outline of Change & Speed-Up Program
  MIZUHO GROUP: Reveals Strategy for Trust Banking Businesses
  RESONA HOLDINGS: Unit Discloses Rationalization Measures
  RESONA HOLDINGS: Unveils Transfer of Minority Shares of RTB
  RESONA HOLDINGS: Selling Part of Unit Shareholding
  * Moody's Affirms Ratings of Japanese Steel Firms
  *Reduction in Guaranteed Yields by Insurers Viewed as Default
  K O R E A
  CHOHUNG BANK: Bank Sale to Continue After Elections
  DAEWOO MOTOR: Daewoo India Up For Sale
  HANBO IRON: Likely to be Sold For $377M
  HYNIX SEMICON: Creditors to Freeze Debt Obligation Until 2006
  HYNIX SEMICON: Reports on Sale Deal Receive No Confirmation
  HYNIX SEMICON: Lenders Discuss Bailout Covering $4 Billion Debt
  HYUNDAI MERCHANT: Union Ends Labor Disputes  
  KUMHO GROUP: Sale of Tire Arm Hits Snag

  M A L A Y S I A
  CHG INDUSTRIES: Foreign Investment Body OKs Restructuring Plan
  GEAHIN ENGINEERING: Creditors Meeting Soon to Take Up Debt Plan
  KEMAYAN CORPORATION: Says Debt Plan Not Dependent on RCSLS Issue
  TAT SANG: Posts Details on Defaulted Banking Facilities

  P H I L I P P I N E S
  BELLE CORPORATION: Comsat Files Damages Against APC
  METRO PACIFIC: Clarifies Acceptance of $105M Offer For BLC
  METRO PACIFIC: Enters MoA With GA To Restructure US$350M Debt
  METRO PACIFIC: Agreement Signed in 50.4% Acquisition Deal
  VICTORIAS MILLING: Mancom Approves Not to Solicit SSM Proxies
  VICTORIAS MILLING: Unveils SS Meeting Agenda
  S I N G A P O R E
  ASIA PULP: Reaches Agreement With Creditors on Debt Repayment
  NATSTEEL LTD: Sanion Increases Shareholding to 20.36%
  T H A I L A N D
  TPI POLENE: Revises Net Profit Following Statutory Audit

     -  -  -  -  -  -  -  -

  A U S T R A L I A
  BRAMBLES INDUSTRIES: Irate Investors Want Chairman, CEO to Go
  Shareholders who attended the annual general meeting of Brambles
  Industries Ltd. Monday night moved to oust Chairman Don Argus
  and two other directors from the board, blaming the three for
  the group's financial woes, AFX-Asia said yesterday.
  The move, however, did not materialize after the company
  preferred to take a poll of all shareholders before making that
  According to the news agency, the fiery general assembly lasted
  into early Tuesday, with shareholders also demanding that CEO
  Chung Kong Chow forgo a AU$540,000 bonus in response to last
  week's profit warning that saw the company's share price slump
  almost 30% in a single day.
  The report says Mr. Argus defended Mr. Chow and raised concerns
  the CEO might quit following the meeting, compounding Brambles'
  "When you get a meeting turned on you, it depends on how thick-
  skinned you are -- I am worried," he said.
  Investors wanted to know why problems at the European arm of
  Brambles' Chep pallet service were not uncovered until July,
  even though it has been dragging down the group's bottom line
  for months.
  "Is this not a tale of bungling incompetence? You have presided
  over a massive decline in our investments," said one shareholder
  via video linkup from London.
  Brambles' market capitalization has fallen to about AU$8 billion
  from AU$20 billion this year and the stock is on the verge of
  being ejected from the FTSE-100 index, AFX-Asia said.  Mr. Argus
  told the meeting he is confident Brambles will weather the
  downturn in the global economy and return to strong growth over
  the coming three years.
  COLES MYER: Demerger Farfetched, Issue not on Agenda Until 2003
  A demerger is not likely between the two original retailers that
  now make up Coles Myer Ltd, says Chairman Rick Allert in an
  interview with the Australian Financial Review recently.
  Mr. Allert says the board has already decided not to resurrect
  the issue until at least June next year.
  "It will not be revisited and, if it is revisited at all, it
  will not be until after the end of 2003 financial year," he told
  the newspaper.
  Coles Myer Ltd. was founded in the mid-80s out of the merger of
  GJ Coles and Myer Emporium.
  HIH INSURANCE: Liquidator Admits Creditors Won't Get Full Amount
  HIH Insurance liquidator Tony McGrath concedes he will not be
  able to recover the full amount owed to creditors he represents,
  but he is certain a lot of people will go to jail for the mess
  they have created.
  In an interview with Channel 9 recently, Mr. McGrath said
  recovery from reinsurance policies alone would be paltry.  At
  the moment, he holds about $1 billion in cash and securities
  after the sale of some assets.  He concedes that total recovery
  won't be anywhere near the estimated $3.5 billion to $5.3
  billion of losses creditors incurred from the insurer's
  "History tells you that, no, we won't recover anywhere near
  three or four billion dollars, it'll be much, much smaller than
  that," Mr. McGrath told Channel 9.
  "My understanding is the highest payout ever made by an audit
  firm in this country, prior to HIH, is $150 million so I think
  that sets some context," he said.
  However, Mr. McGrath, who works for auditing firm KPMG, believes
  the Australian Securities & Investments Commission would pursue
  people they believed were responsible for HIH's failure "and I
  suspect that an outcome could be that people go to jail over
  HIH's directors, auditors and other advisers are likely targets
  of suits to maximize returns to the insurer's creditors.  Any
  legal action, however, would depend on the likelihood of a
  positive return, which also depended on the financial situation
  of defendants, The Age newspaper said yesterday.
  Mr. McGrath has already filed court proceedings against the
  Federal Government, HIH's actuary David Slee, auditor Arthur
  Andersen and the Australian Prudential Regulation Authority.  He
  declined to name other potential defendants during his TV
  A royal commission inquiry has uncovered a range of allegedly
  illegal behavior, including insider trading and sham reinsurance
  contracts, which made HIH's profit seem greater than it was.
  According to evidence, there were also a series of payments made
  to individuals and advisers within weeks of the collapse.
  Commenting about all of the HIH mistakes, Mr McGrath said: "It
  adds up to an almighty mess which is really what we've got.
  Here is an example of a company, or a group of companies, that
  probably went on two or three years or longer beyond the point
  that they were insolvent and the consequences of that are quite,
  quite tragic."
  NEW TEL: To Submit Accounts Soon, Eyes Return to ASX in December
  CEO Peter Malone believes New Tel will resume trading on the
  Australian Stock Exchange early next month after expressing
  confidence Monday that auditors will approve within days its
  overdue financial report.
  New Tel shares have plummeted 75 percent over the past six
  months to a record low of 4.8 cents, according to The West
  Australian.  The shares have been suspended since October 25
  after the company failed to lodge audited annual accounts.
  Mr. Malone, however, is certain the share price will recover
  The company almost went into administration after it averted a
  planned acquisition of Digiplus -- with no explanation to the
  market.  This led many to speculate that its finances were in
  trouble. But Mr. Malone blamed Monday problems with Digiplus for
  the aborted acquisition.
  "What happened with Digiplus is we had to establish that they
  were able to deliver profit on our network, because the way we
  were buying the business was out of their cash flow," he told
  The West Australian.
  "At the end of the day we had a deadline and we couldn't get the
  confidence that the business, once we bought it, would enable us
  to get Telstra Wholesale's approval to shift Digiplus customers
  on to our network.
  "At the end of the time limit there was still a lot of concern
  about whether that would be a possibility, and other
  preconditions not met by Digiplus which we'd have to waive to
  proceed... we decided with our legal team that it was pointless
  to buy a business that couldn't guarantee us customers could
  shift on to our network," he said
  Mr. Malone claimed New Tel had been negotiating with RSL Com and
  RSL Mobile - the companies to which New Tel recently outsourced
  its telco operations - for 12 months, but acknowledged the
  perception of the Digiplus deal had been different.
  "The upshot was our staff were conditioned to believe that
  Digiplus was the big solution for New Tel," he said.  "Therefore
  the Sydney business was a bit concerned about the future,
  understandably... which was probably the reason for the run in
  the Sydney press because they thought it was another telco
  disaster about to happen."
  Mr. Malone said he expected to have the BWL deal, under which
  the Hong Kong company will buy out the $22 million debt to
  Telstra and Optus, signed by Thursday.  The final terms of the
  deal and the amount of equity BWL would take under the package
  had not been decided.
  "That's what we've got to negotiate. We'll probably seek to be
  able to buy some of the debt back off them... the market value
  of the company is barely $22 million, if they end up buying that
  they'd end up buying the lion's share of the company's stock,"
  he said.
  "We're negotiating a form that they convert some of the debt to
  equity and we'll pay cash for some as well so they don't end up
  with absolute control of the register... but they will end up
  with majority control, certainly."
  Mr. Malone said he was "relaxed" about the fact that BWL would
  probably seek board representation after the deal. Meanwhile, he
  declined to confirm or deny reports that New Tel was under
  investigation by the Australian Securities & Investments
  Commission for alleged insolvent trading, the report said.

  C H I N A   &   H O N G  K O N G
  ASIA GLOBAL: $270M Purchase Agreement Signed with China Netcom
  China Netcom signed a US$270 million agreement to purchase
  Asia Global Crossing Ltd, resulting in a merger, the Wall
  Street Journal reported.
  According to merger articles, China Netcom and other investors
  will invest US$120 million and additional US$150 million loan to
  set up a new joint venture, the Asia Netcom Corp.
  It is predicted that China Netcom's partners also include New
  Bridge Capital Inc. and Softbank Asia Infrastructure Fund. Asia
  Netcom Corp. will fully take all subsidiaries and contracts of
  Asia Global Grossing Ltd., but not including Pacific Crossing
  Ltd. and network business of sea floor cable connected with West
  coastal of America. Pacific Crossing Ltd had applied exclusively
  for bankrupt protection in July 2002, so it is not included in
  this purchase.
  Asia Global Crossing Ltd. predicts that this purchase will soon
  be approved by court, and completed in first quarter next year.
  This purchase implies that China Netcom wants to sharpen its
  international business to competing with its rivals. But China
  Netcom is facing a big challenge that is how to make a return on
  investment, which needs US$100 million to operate and maintain.
  (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 234, November
  26, 2002)
  CHINA LOGISTICS: Auditors Clarify "Going Concern" Opinion
  Auditors of China Logistics Group Ltd. clarified early this week
  its "going concern" opinion on the company's year to March
  financial results, AFX-Asia said Monday.
  In a statement, the auditors said they were unable to form an
  opinion on whether the financial statements give a "true and
  fair view" of the company's affairs.  They said they have not
  been able to obtain information and explanations necessary for
  the audit, nor were they able to determine whether proper books
  of account were kept.
  The company reported a year to March net loss of HK$1.39 billion
  against a loss of HK$14.7 million the previous year, mainly due
  to provisions and revaluation deficit, AFX-Asia said.  Sales
  fell to HK$207.3 million from HK$258.4 million the year before
  due to the reduction of its trading activities and the company
  failing to receive any income from its heat supply project.
  AFX-Asia also said operating loss widened to HK$1.36 billion
  from a loss of HK$9.19 million previously, while loss per share
  was 95.47 cents against a loss of 1.01 cents previously.
  GANG TIANJI: Hearing on Winding Up Petition Next Month
  The High Court of Hong Kong will hear on December 18, 2002 at
  9:30 in the morning the petition seeking the winding up of Gang
  Tianji (Hong Kong) Enterprises and Development Company Limited.
  Lo Mei Chi of flat 3317, Ching Yuk House, Tsz Ching Estate, Tsz
  Wan Shan, Kowloon, Hong Kong filed the petition on October 11,
  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.
  INTERACT CONTRACTING: Winding up Petition to be Heard Dec. 18
  A petition seeking the winding up of Interact Contracting
  Company Limited is scheduled for hearing before the High Court
  of Hong Kong on December 18, 2002 at 10:00 in the morning.
  The Hongkong and Shanghai Banking Corporation Limited whose
  registered office is located at No. 1 Queen's Road, Central,
  Hong Kong filed the petition on October 26, 2002.  Johnson
  Stokes & Master represents the petitioner.
  Creditors and other interested parties are encouraged to attend
  the hearing.  They only need to notify in writing Johnson Stokes
  & Master, which holds office at the 18th Floor, Prince's
  Building, 10 Chater Road, Central, Hong Kong.
  KEEP CHAIN: High Court to Hear Winding Up Petition Next Year
  A petition seeking the winding up of Keep Chain Limited is
  scheduled for hearing before the High Court of Hong Kong on
  January 15, 2003 at 10:00 in the morning.
  Bank of China (Hong Kong) Limited whose registered office is
  located at No. 1 Garden Road, Central, Hong Kong filed the
  petition on November 8, 2002.  Ford, Kwan & Company represents
  the petitioner.
  Creditors and other interested parties are encouraged to attend
  the hearing.  They only need to notify in writing Ford, Kwan &
  Company, which holds office at Rooms 1202-1206, Wheelock House,
  20 Pedder Street, Central, Hong Kong.
  LAI SUN: Confirms Debt Talks, But Denies Inking Any Pact
  Debt-laden property developer, Lai Sun Development Co Ltd
  confirmed Tuesday that it is in talks with creditors over a
  restructuring plan.
  AFX-Asia yesterday said parties in touch with the company
  include holders of its US$115 million exchangeable bonds and its
  US$150 million convertible bonds along with other creditors,
  although no definitive terms have been agreed to.
  Citing a Lai Sun press statement, AFX-Asia said no binding
  agreements have been made yet.  It did not confirm an Oriental
  Daily report Monday that a deal is likely to involve the issue
  of new shares.
  LUXWELL PROPERTIES: December Hearing on Wind Up Petition Set
  The High Court of Hong Kong will hear on December 18, 2002 at
  9:30 in the morning the petition seeking the wind up of Luxwell
  Properties Limited.
  Bank of China (Hong Kong) Limited whose registered office is
  located at 14th Floor, Bank of China Tower, No. 1 Garden Road,
  Central, Hong Kong filed the petition on October 10, 2002.  Koo
  and Partners represents the petitioner.
  Creditors and other interested parties are encouraged to attend
  the hearing.  They only need to notify in writing Koo and
  Partners, which holds office at the 21st-22nd Floors, Bank of
  China Tower, 1 Garden Road, Central, Hong Kong.
  PANDA-RECRUIT LTD.: Shares Fall Below Minimum Float, Suspended
  Trading in Panda-Recruit Ltd (8073.HK) was suspended after the
  company's public float fell below the required minimum following
  the close of the mandatory unconditional cash offer made by City
  Apex Ltd, AFX-Asia said, citing the Stock Exchange of Hong Kong
  said. Panda-Recruit last traded at HK$0.016.
  UNICORN RESTAURANT: Winding Up Petition to be Heard December 11
  Unicort Restaurant (Tsimshatsui) Limited faces a winding up
  petition, which the High Court of Hong Kong will hear on
  December 11, 2002 at 9:30 in the morning.
  Wong Kuen Kwok of Flat C6, 7/F., Block C, Wing Tak Building, 27
  Wan Chai Road, 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
  ASTRA INTERNATIONAL: Creditors Meeting Adjourns Without Decision
  For lack of quorum, creditors adjourned yesterday a meeting that
  was supposed to tackle the revised US$800 million debt-
  restructuring plan of Astra International.
  Astra Finance Director John Slack said a vote would have been
  taken on the plan had majority of the company's rupiah-
  denominated bondholders attended the meeting.  The revised plan
  requires approval of at least two-thirds of Astra's creditors,
  Dow Jones said.
  BANK NIAGA: CAHB Deposits IDR1.01 Trillion Payment
  Malaysian financial firm Commerce Asset-Holding Bhd (CAHB)
  deposited the full IDR1.01 trillion (about US$114 million)
  payment to the Indonesian Bank Restructuring Agency (IBRA)
  account to close the Bank Niaga divestment deal, allowing CAHB
  to focus on developing the bank by capturing a share of
  the consumer finance and commercial business, the Associated
  Press reported, citing CAHB director Rozali bin Mohammed Ali said.
  The payment, which was made through Citibank, followed the
  signing of a sale and purchase agreement between IBRA and CAHB
  for Niaga's 51 percent stake two weeks ago.
  In addition to the payment, CAHB also submitted to IBRA nominees
  for Niaga's commissioner and director positions, although the
  lists were kept private.
  All the names will be made public once Niaga's extraordinary
  shareholders' meeting, scheduled for next Monday, is completed.
  Previously, IBRA and Commerce had agreed to a four-three
  composition of board directors in Niaga, with Commerce taking
  four seats while IBRA would take three.
  The deal has effectively reduced IBRA's ownership in the bank to
  46 percent from 97 percent.
  While Commerce is the second largest banking group in Malaysia
  with a market capitalization of over $2.2 billion and total
  group assets of almost $21 billion, Niaga is Indonesia's ninth
  largest bank with assets of over $2.7 billion as of June 30 of
  this year.
  Bank Niaga marks the second sale to a foreign investor of a bank
  taken over by IBRA, following the sale of a 51 percent stake in
  Bank Central Asia (BCA) to an American investment firm last March.
  Both deals followed lengthy public debates over the benefit of
  selling nationalized banks after the government, through IBRA,
  bailed out scores of banks with billions of dollar in state
  bonds during the 1997 economic crisis.
  The government earned some IDR5 trillion from selling BCA but
  must still pay the bank around IDR7 trillion a year because of
  the bonds. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 234,
  November 26, 2002)
  BANK NIAGA: CAHB Wants Focus Redirected to Retail Banking
  New majority shareholder Commerce Asset Holding Bhd plans to
  transform Bank Niaga into a retail and commercial lender, citing
  "a lot of opportunities" in this sector, said AFX-Asia
  Up until the Malaysian investor's acquisition of a 51% stake in
  the bank, the financial group had been a corporate banker for
  years.  But Commerce Asset Executive Vice President Jamil Hajar
  Abdul Mutalib believes that the retail and commercial banking
  sector presents better opportunities for Niaga.
  Mr. Jamil Hajar admitted, however, that a strategic shift would
  not be implemented soon or until the Indonesian government,
  which still maintains a minority stake, accedes to the plan.
  "We will need to discuss further the details of the agreement on
  our Bank Niaga investment with the government before preparing
  the concrete (development) plan," Jamil Hajar told reporters
  during the bank's EGM recently.

  J A P A N
  HAZAMA CORPORATION: Posts Y1.72B Net Loss in First Half
  Hazama Corporation posted a consolidated a net loss of 1.72
  billion yen, due to a difficult business climate, Kyodo News
  said on Monday.
  The construction contractor's net loss in the April-September
  period spells a moderate decrease from the 1.83 billion yen loss
  a year earlier and translates into a loss of 3.56 yen per share,
  down from a loss of 4.25 yen.
  ISUZU MOTORS: Tripling H102 Net Loss to Y84B
  Ailing Isuzu Motors Limited posted a group net loss of 84.23
  billion yen in the first half ending September 30, versus a net
  loss of 23.56 billion yen in the same period a year earlier, due
  to weak auto sales and hefty restructuring charges, Japan Times
  Auto sales during the six-month period marked a year-on-year
  plunge of 12.8 percent to 139,412 units. Domestic sales were
  hardest hit by the Company's withdrawal from the car and
  recreational vehicle markets.
  Isuzu said a fresh capital injection by its largest shareholder,
  General Motors Corp. of the U.S., and debt-for-equity swap deals
  with creditor banks should result in a turnaround by the end of
  this fiscal year.
  For the full year through March 31, the firm projects a group
  net loss of 170 billion yen on revenue of 1.27 trillion yen.
  KUMAGAI GUMI: Narrows H102 Net Loss to Y3.09B
  Kumagai Gumi Co. incurred a net loss of 3.09 billion yen in the
  first half of this year, versus a loss of 4.23 billion in the
  same period of last year, Kyodo News said on Tuesday.
  The construction contractor Company blamed the loss on a double-
  digit fall in consolidated sales caused by the continued
  contraction of public works spending, housing starts and
  corporate capital investment.
  MATSUSHITA ELECTRIC: Reorganizes Domestic System Sales Units
  The Board of Directors of Matsushita Electric Industrial Co.
  resolved on Monday to integrate its 14 domestic systems sales
  subsidiaries into two companies, which will be responsible for
  domestic systems sales business and fixed-line communications
  business, respectively.
  This reorganization, scheduled to take effect on April 1, 2003,
  is in line with MEI's group wide business and organizational
  restructuring currently underway, aimed at integrating R&D,
  manufacturing and sales by each business domain, such as the
  system solutions business domain and the fixed-line
  communications business domain in this case. As a result of this
  integration, 12 domestic systems sales subsidiaries will be
  dissolved, subject to approval by shareholders of the relevant
  The details of the reorganization are as follows:
  On April 1, 2003, the AVC business of 13 system sales
  subsidiaries located throughout Japan will be transferred to
  Tokyo Matsushita System Co., Ltd. (Tokyo Matsushita System),
  also a subsidiary of MEI. Upon such transfer, Tokyo Matsushita
  System will be reorganized under a new name "Panasonic SS
  Marketing Co., Ltd." (tentative name), as a new sales Company of
  Panasonic System Solutions Company(a), an internal divisional
  Company of MEI.
  Panasonic SS Marketing will be responsible mainly for sales of
  AVC systems, and related services and engineering.
  (a) Panasonic System Solutions Company will be established as a
  new internal divisional Company (domain Company) of MEI on
  January 1, 2003, as previously announced on October 30, 2002 in
  the press release "Matsushita Announces Specifics of New Group
  Also on April 1, 2003, the fixed-line communications business of
  13 domestic systems sales subsidiaries will be transferred to
  Kanto Matsushita System Co., Ltd. (Kanto Matsushita System), a
  subsidiary of MEI. At the time of the transfer, MEI will sell
  all shares of Kanto Matsushita System to Panasonic
  Communications Co., Ltd.(a), also a subsidiary of MEI. At the
  same time, Kanto Matsushita System will be reorganized under a
  new name "Panasonic CS Co., Ltd." (tentative name), as a new
  sales Company of Panasonic Communications Co., Ltd. Panasonic CS
  will be responsible mainly for sales of fixed-line
  communications equipment, and related services and engineering.
  (a) Panasonic Communications Co., Ltd. will be established as a
  new subsidiary (domain Company) of MEI on January 1, 2003, as
  previously announced on October 30, 2002 in the press release
  "Matsushita Announces Specifics of New Group Units."
  Following the aforementioned business transfers,
  closing/liquidation procedures for 12 of the current domestic
  systems sales subsidiaries will be implemented, subject to
  approval at each Company's general meeting of shareholders, to
  be held in or after May 2003.
  These business transfers and closings will have no material
  adverse effect on MEI's consolidated, or parent-alone financial
  position or performance.
  MAZDA MOTOR: Posts Notice of Personnel Changes
  Mazda Motor Corporation recently announced personnel changes as
  New Post              Current Post           Name
  Managing Executive Officer  N/A      M. Greg Gollaher
  In charge of Corporate Planning and Cost Planning; General
  Manager, Corporate Planning Div. (Effective on January 1, 2003)
  Gideon Wolthers, (currently Managing Executive Officer) to be
  appointed Senior Managing Executive Officer and CFO effective on
  December 1, 2002 will be responsible for Corporate Planning and
  Cost Planning; General Manager, Corporate Planning Division
  until December 31, 2002.
  Mazda Motor Corporation today announced that M. Greg Gollaher
  has been named Managing Executive Officer in charge of Corporate
  Planning, and Cost Planning; General Manager, Corporate Planning
  Division, replacing Gideon Wolthers effective on January 1,
  2003. As separately announced on November 12, 2002, Wolthers was
  appointed Senior Executive Officer and CFO effective December 1,
  2002. Wolthers will be responsible for Corporate Planning and
  Cost Planning until December 31, 2002.
  Prior to being named Managing Executive Officer at Mazda,
  Gollaher has been Director Product Planning, Distribution and
  Marketing Analysis, Ford Europe. He has extensive business
  experience and has worked in various geographic locations
  including South America, Europe and the United States.
  Born in 1950, Gollaher graduated from the University of Utah in
  the US with a Masters degree in Business Administration in 1977.
  According to Wright Investor's Service, at the end of 2002,
  Mazda Motor had negative working capital, as current liabilities
  were 920.05 billion yen while total current assets were only
  725.14 billion yen.
  MITSUBISHI TOKYO: Widens H102 Net Loss to Y188.1B
  Mitsubishi Tokyo Financial Group Inc (MTFG) incurred a
  consolidated net loss of 188.1 billion yen in the first half of
  this year ending September, versus a loss of 96.83 billion yen a
  year earlier, Kyodo News said on Tuesday.
  The Company was hit by a plunge in stock prices that forced it
  to book huge stock-related losses.
  According to the Troubled Company Reporter-Asia Pacific,
  Mitsubishi Tokyo Financial Group (MTFG) is likely to post a
  group after-tax loss of over 100 billion yen ($830.3 million) in
  2002, Reuters said on Saturday.
  The loss will be incurred due to write-offs of the value of its
  equities holdings following recent falls in Japanese share
  MIZUHO FINANCIAL: Outline of Change & Speed-Up Program
  On April 1, 2002, through the corporate split and merger
  process, the Mizuho Financial Group (MHFG) adopted a new
  business model and launched legally separate subsidiaries based
  on customer segments and business lines.
  While the Company is striving to further strengthen the earning
  capabilities in accordance with the objectives of 'Program for
  Financial Revival' issued by the Financial Services Agency on
  October 30, 2002, the Company have formulated and will execute
  the 'Change & Speed-Up Program' to accelerate the efforts to
  achieve our goal of being an innovative financial services group
  that will lead the new era through offering cutting-edge,
  comprehensive financial services.
  Framework of the 'Change & Speed-Up Program'
  1. Change and accelerate the deployment of business strategies
  2. Accelerate cost structure reforms
  3. Strengthen corporate governance and reinforce a merit-based
  remuneration system
  By everyone in the Mizuho organization from senior executives to
  each and every employee working hardest to execute the Program,
  the Company aim to improve our competitive edge and enhance the
  corporate value of the MHFG.
  Please direct any inquiries to:
  Mizuho Holdings, Inc.
  Public Relations: 81-3-5224-2026
  1. Change and accelerate the deployment of business strategies
  Based on a clear vision of the future, Mizuho Corporate Bank,
  Ltd. (MHCB), Mizuho Bank, Ltd, (MHBK), and other group companies
  will further enhance their expertise to properly respond to
  customer and business needs, and accelerate the business
  strategies by making maximum use of the group's enormous
  customer base and each Company's core strengths.
  (1)    Mizuho Corporate Bank
  'The overwhelming market leader in market-oriented indirect
  The Company will breakaway from the conventional business model
  that is dependant on volume of assets, and carry out a
  significant reallocation of management resources, as well as
  wide-ranging organizational reforms by the end of December 2002,
  so as to swiftly realize a market-oriented indirect financing
  model with the syndication business at its core.
  Target: Ratio of non-interest income to total gross profit = 50
  a) Expansion of the syndication business
  Expand the arranger business to bridge between borrowers and
  investors in the market.
       -- Establishment of the Syndication Business Unit with a
  staff of 200 (to be carried out in December)
       -- Expansion of cross border transactions working together
  with the group's overseas offices
  Increase the efficient use of assets through securitization and
  strengthening portfolio management.
  Reform both the asset structure and the funding structure
  resulting from squeezing the balance of bank debenture
  Increase in earnings from fee commissions.
  b) Strengthening of the solution business
  Significantly strengthen the products marketing and processing
   -- Reorganization and expansion of the Financial Products
  Business Unit and the Financial Services Unit; an increase by
  230 staff (to be carried out in December)
   -- Expansion of fee businesses such as structured finance,
  defined contribution pensions, trade finance and
  Strengthen industry research capabilities.
    -- Enhancement of strategic advisory functions to customers
  through its corporate research capabilities
  Pursue the corporate turnaround business.
    -- Establishment of the Corporate Restructuring Business Unit,
  six divisions staffed by 150 (carried out in October)
    -- Providing services for corporate reorganization conducted
  by specialists
  c) Strategic restructuring of the international business
  Strengthen businesses with the 10 thousand Japanese corporate
  customers in overseas market.
  Especially strengthen support to Japanese corporations expanding
  their operations into China.
    -- Establishment of the China Business Promotion Division
  (carried out in July)
    -- Setting up business alliance with China's four major
  commercial banks in RMB business (carried out in October)
  Review business with non-Japanese customers, and restructure
  overseas network.
    -- JPY 3 trillion risk assets reduction related to non-
  Japanese customers (to be carried out during the current fiscal
    -- Further reduction in number of overseas offices
  d) Aggressive reallocation of management resources to strategic
  business areas (to be carried out in December)
  Eliminate planning divisions of all groups and business units.
  Drastically reduce the corporate and administrative staff and
  reallocate human resources in strategic business areas.
    -- Syndication and solution business areas: +580 employees
  (redoubling from current status)
    -- Planning and administration areas, etc.: -1,100 employees
  (2)     Mizuho Bank
  'Aiming to be the customer's bank of choice and best business
  partner by achieving the highest level of customer satisfaction
  through providing high value-added comprehensive financial
  While MHBK enjoys its predominant position supported by both its
  nation-wide network and enormous customer base, it will carry
  out drastic cost reductions ahead of schedule in order to
  establish its competitive edge in terms of cost, speed and
  service quality, and accelerate strategic deployment according
  to customer segmentation.
  Target: Expense ratio= 40 percent range
  a) Cost reduction ahead of schedule
  Realize cost competitiveness by branch consolidation and staff
  reduction well ahead of schedule.
    -- Consolidation of 120 branches during the next year and a
  half (network of 440 branches by the end of March 2004)
    -- Reduction in employees (4,000) one year ahead of schedule
  b) Strategic deployment according to customer segmentation
  Individual customers
  Expand 'Prime' customers, who utilize MHBK as their primary
  financial institution, through marketing based on customer
    -- Expansion of 'Mizuho Value Program,' a membership-style
  banking service, from the present 6.8 million members to 10
  million by the end of March 2005
    -- Growth in the volume of home mortgage loans with more
  variety in the product line and the quicker approval process
  Small and medium-sized corporations
  Provide stable services to meet the customers' funding needs and
  offer high value-added services.
    -- Staff of 500 exclusive for exploration of new customers
    -- Increase of specialists by 100 in the area of solution
    -- Support for the customers' business restructuring by the
  Corporate Consulting Department
  Establish low cost and high quality operations for small
  business loans with quick responses to customers' funding needs.
    -- Expansion of direct marketing by the Business Finance
  Center (100 expert staff placed)
    -- Product enhancement of the 'Business Partner' (unsecured
  loan product utilizing automatic credit scoring model)
  Secure appropriate loan spreads, which reflect credit risks.
  Secure appropriate level of fees and commissions, which reflect
  operating costs.
  MIZUHO GROUP: Reveals Strategy for Trust Banking Businesses
  Mizuho Securities Co., Ltd. (MHSC), Mizuho Trust and Banking
  Co., Ltd. (MHTB) and other securities and trust banking arms of
  MHFG will further strengthen their capabilities in their
  respective strategic business areas, and actively pursue the
  synergies with other group companies.
  a) Group's securities business strategy
  Strengthen the equity-related business and secure profitability.
    -- Joint marketing for underwriting business among group
  securities companies (in addition to Mizuho Investors Securities
  Co., Ltd. (MHIS), MHSC will establish a joint marketing
  relationship with Shinko Securities Co., Ltd.)
    -- Increasing human resources in MHSC's equity business (40
  professionals such as analysts)
  Strengthen cooperation in the area of business with individual
    -- Aggressive promotion of setting up one-stop shopping
  branches by MHBK and MHIS where their operations are placed
  under one roof (increase the number of one-stop shopping
  branches from the current 12 locations to 100)
  b) Group's trust banking business strategy
  Increase in number of branches licensed under franchise system
  in trust services (MHTB + MHBK, MHCB).
    -- Increase in the number of such branches from the current
  291 by 100
  Fortify group business promotion activities in the testamentary
  trust and real estate businesses.
    -- Promotion of setting up one-stop shopping branches by MHBK
  and Mizuho Asset Trust & Banking Co., Ltd. (MHAT) (50 percent of
  MHAT's branches are now in such a format)
  2. Accelerate cost structure reforms
  While aggressively pursuing the consolidation effects, MHFG will
  accelerate its efforts to cut operating costs by carrying out
  such drastic restructuring plans as reviewing the salaries of
  all executives and employees.
  Fiscal 2005 expense target: JPY 730 billion
    (JPY 170 billion (20 percent) reduction as compared with the
  budget for fiscal 2002)
  a) Additional decrease in the number of board members and
  executive officers, and 30 percent cut in yearly compensation.
  b) Number of employees: reduction of 6,300 employees
  24,000 employees as of March 2005 (11,000 (30 percent) reduction
  as compared with March 1999)
  c) Salaries:   general managers -20 percent, average -10 percent
  cut in annual compensation
  Decrease the base salary and bonus of employees, subject to
  negotiations with the employees' union.
  Reinforce compensation systems based on the employee's
    -- Wider deviation in performance evaluations in bonus,
  promotions, and so on
    -- Acceleration of conversion to 'professional staff' job
  classification (annual salary system linked to performance and
  d) Number of domestic branches: reduction of 120
     Number of overseas offices: reduction of 13
  Domestic - 460 branches as of March 2004
       (185 (30 percent) reduction compared with March 1999)
  Overseas - 43 offices as of March 2004
       (70 (60 percent) reduction compared with March 1999)
  3. Strengthen corporate governance and reinforce a merit-based
  remuneration system
  The Company aims to aggressively strengthen corporate
  governance, focus on more speedy managerial decision making and
  reinforce a merit-based remuneration system. Our employees with
  unique talent and multi-faceted expertise endeavor to create a
  professional group with a challenging spirit to achieve their
  objectives of providing the best solution to customers,
  resulting in encouraging its cohesiveness and creating an
  energetic organization.
  a) Strengthen corporate governance
  Achieve a management structure that is slim and speedy.
    -- One CEO structure
    -- Reduction in number of board members and executive officers
  by 20 percent (30 percent reduction as compared with March 2002)
   Secure transparency in management and clear accountability.
     -- Increase in the number of outside directors
     -- Establishment of an advisory board (in July)
  b) Development and advancement of young employees
  Place younger employees as branch general managers (GMs).
     -- Introduction of the job application system for branch GM
  positions from employees (implementation in January 2003)
    -- Employees in their 30s will be subject, to be placed in 50
  branches (10 percent of all domestic branches)
  Dynamic rejuvenation in the organization.
    -- Introduction of a 'New Career Path Development Program'
  (early retirement plan) (January to March 2003: 500 employees)
  c) The right person in the right job
  Expand the Job application system.
  Assure placement of the right person in the right job through
  large-scale personnel transfers.
  d) Realization of fair performance evaluations
  Expand the 360-degree evaluation for all managers (5,000
  employees) (during this fiscal year).
  Enforce 'Mizuho evaluation standard,' a uniform personnel
  evaluation system throughout the group companies.
  e) Enhancing common consciousness as a member of the Mizuho
  Financial Group
  Establish the 'Mizuho Group Award' (during second half of fiscal
  RESONA HOLDINGS: Unit Discloses Rationalization Measures
  Kinki Osaka Bank, Ltd. (Kinki Osaka Bank, President: Yasuhiro
  Takatani), a fully owned subsidiary of Resona Holdings, Inc.,
  formulated a new plan to further strengthen its earnings as it
  posted a net loss of 28.5 billion yen for the first half of
  fiscal 2002 as a result of write-offs and additions to reserves
  based on the self-assessment of asset quality implemented under
  very stringent criteria.
  The plan outline is summarized as:
  Rationalization Measures Kinki Osaka Bank plans to reduce its
  general and administrative expenses for fiscal 2003 to 61.0
  billion yen, a reduction of 7.6 billion yen compared with the
  actual result of fiscal 2001.
  1. Abolition or integration of branch offices
  [Number of head and branch offices]
          Number of head     Comparison with the peak figure
       and branch offices (229 offices at the end of March 2001)
  End of September, 2002
  [Actual]               168     Reduction of 61 offices
                                 (Rate of reduction: 26 percent)
  End of March, 2004
  [Plan]                 135     Reduction of 94 offices
                                 (Rate of reduction: 41 percent)
  2. Reduction of employees
  [Number of head and branch offices]
                Number of    Comparison with the peak figure
                  employees    (4,464 in February 2001)
  End of September, 2002
  [Actual]                 3,906    Reduction of 558 employees
                                    (Rate of reduction: 13
  End of March, 2004
  [Plan]                   3,100    Reduction of 1,364 employees
                                    (Rate of reduction: 31
  Strengthening of Sales Activities
  Kinki Osaka Bank will raise its gross operating profit to 91.0
  billion yen in fiscal 2003, an increase of 4.0 billion yen
  compared with the actual result of fiscal 2001. Principal
  measures are as follows:
  1. Increase loans to small & medium-sized enterprises
  Reinforcement of promotion channel such as SME Support Center,
  Introduction of new products that closely reflect customers'
  needs Consideration given to introduction of the scoring system
  adopted by Asahi Bank
  2. Strengthening sales of housing loans
  Building strong relationship with contractors
  Cooperation with credit guarantee companies for swift
  application screening Increase housing loan balance to 1.06
  trillion yen by the end of March 2004 (an increase of 140
  billion yen compared with the balance at the end of March 2002)
  3. Strengthening sales of investment trusts and trust agency
  business Assignment of fund management advisers in all branch
  Increase the balance of investment trust to 180 billion yen by
  the end of March 2004. (an increase of 150 billion yen)
  Strengthening trust agency business to increase agency fee
  4. Shifting resources to sales front
  Streamlining head office and dispatching approximately 100
  staffs to branch offices Net Operating Profit Core net operating
  profit, which is considered an appropriate indicator to measure
  the basic profitability, has been steadily improving thus far.
  However, Kinki Osaka Bank will step up its efforts to strengthen
  its earnings further by implementing the measures outlined
  above. As is shown in the table below, Kinki Osaka Bank aims at
  achieving 30.0 billion yen of net operating profit for fiscal
  *1. Management Revitalization Plan formulated and announced by
  Kinki Osaka Bank in March 2001.
  *2. The plans for fiscal 2005 and after will be formulated
  hereafter in line with the planned reorganization of banking
  subsidiaries in Osaka region.
  For more information, visit
  RESONA HOLDINGS: Unveils Transfer of Minority Shares of RTB
  Resona Holdings, Inc. (Resona HD) and subsidiary Resona Trust &
  Banking Company, Limited. (RTB) have passed corporate
  resolutions to transfer the minority shares of RTB to other
  parties. Details are announced as follows:
  Reason for the Transfer Resona Group formed a capital tie-up
  with Credit Agricole Group in March 2002 and twelve other
  leading financial institutions in Japan also contributed capital
  to RTB. The capital tie-up was intended to strengthen the Resona
  Group's trust business further and expand the potential customer
  base for RTB.
  In addition, ten other financial institutions, which are acting
  as agents for RTB, have decided to contribute capital and take
  part in RTB. Similarly, two life insurance companies, which have
  maintained good relationships with RTB in the field of corporate
  pension business, will also participate in RTB. RTB will be able
  to substantially strengthen its sales activities by expanding
  its capital tie-up partners.
  The transfer of shares to these new partners will enable RTB to
  strengthen the coverage of its sales network further. Resona
  Group will continue to work on strengthening its trust business
  and aims at creating a superregional bank.
  Number of Shares to be Transferred and Shares Held by Resona HD
  Before and After the Transfer
  (1) Number of Shares Held Before the Transfer 416,250 shares
  (83.250 percent)
  (2) Number of Shares to be Transferred 19,375 shares
  (3) Number of Shares Held After the Transfer 396,875 shares
  (79.375 percent)
  Parties to Which the Shares Will be Transferred and Their
  Shareholding Ratios
  Assignees / Number of shares to be assigned / Shareholding Ratio
  Asahi Mutual Life Insurance Company 6,250 shares 1.250 percent
  T&D Financial Life Insurance Company 6,250 shares 1.250 percent
  The Akita Bank, Ltd. 1,250 shares 0.250 percent
  The Iyo Bank, Ltd. 1,250 shares 0.250 percent
  The Towa Bank, Ltd. 1,250 shares 0.250 percent
  The Daisan Bank, Ltd. 1,000 shares 0.200 percent
  The Awa Bank, Ltd. 750 shares 0.150 percent
  The Oita Bank, Ltd. 750 shares 0.150 percent
  The Kagawa Bank, Ltd. 250 shares 0.050 percent
  The Kanazawa Shinkin Bank 125 shares 0.025 percent
  The Tohoku Bank, Ltd. 125 shares 0.025 percent
  The Toyama Bank, Ltd. 125 shares 0.025 percent
  Transfer of Certificates of Share By the end of current fiscal
  List of Shareholders After the Transfer
  Assignees / Number of shares to be assigned / Shareholding Ratio
  Resona Holdings, Inc.  396,875 shares 79.375 %
  SEGESPAR  25,000 shares 5.000 %
  The Nishi-Nippon Bank, Ltd.  10,000 shares 2.000 %
  Nichido Fire & Marine Insurance Co., Ltd.  7,500 shares 1.500 %
  The Fuji Fire & Marine Insurance Co., Ltd.  7,500 shares 1.500 %
  Asahi Mutual Life Insurance Company  6,250 shares 1.250 %
  The Taiyo Mutual Life Insurance Company  6,250 shares 1.250 %
  Daido Life Insurance Company  6,250 shares 1.250 %
  T&D Financial Life Insurance Company  6,250 shares 1.250 %
  Okasan Securities Co., Ltd.  5,000 shares 1.000 %
  The Musashino Bank, Ltd.  5,000 shares 1.000 %
  Aioi Insurance Company, Ltd.  2,500 shares 0.500 %
  The Asahi Fire & Marine Insurance Co., Ltd.  2,500 shares 0.500
  The Nisshin Fire & Marine Insurance Co., Ltd.  2,500 shares
  0.500 %
  NIPPONKOA Insurance Company, Limited.  2,500 shares 0.500 %
  The Osaka Kosei Shinkin Bank  1,250 shares 0.250 %
  The Akita Bank, Ltd.  1,250 shares 0.250 %
  The Iyo Bank, Ltd.  1,250 shares 0.250 %
  The Towa Bank, Ltd.  1,250 shares 0.250 %
  The Daisan Bank, Ltd.  1,000 shares 0.200 %
  The Awa Bank, Ltd.  750 shares 0.150 %
  The Oita Bank, Ltd.  750 shares 0.150 %
  The Kagawa Bank, Ltd.  250 shares 0.050 %
  The Kanazawa Shinkin Bank  125 shares 0.025 %
  The Tohoku Bank, Ltd.  125 shares 0.025 %
  The Toyama Bank, Ltd.  125 shares 0.025 %
  SEGESPAR (French corporation) is a holding Company, which owns
  Credit Agricole Asset Management and other subsidiaries.
  According to The Troubled Company Reporter-Asia Pacific, Daiwa
  Bank Holdings, Inc. changed its name to Resona Holdings,
  Inc. on October 1, 2002.
  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.
  RESONA HOLDINGS: Selling Part of Unit Shareholding
  Resona Holdings Inc. will sell part of its shareholdings in
  Resona Trust and Banking Co to Iyo Bank and nine other regional
  banks, the Nihon Keizai Shimbun reported.
  In addition to the regional banks, more than one life insurance
  Company will buy into the trust bank, reducing Resona Holding's
  stake to 80 percent, the report said.
  Resona Trust will also enter trust business agent contracts with
  these banks, aiming to strengthen its marketing activities in
  local cities, it said.
  The Resona group will announce the business/equity alliances
  between the trust unit and the regional banks today, it said.
  Resona Trust was set up in late 2001 through a spin-off of the
  trust division of Daiwa Bank, which comprises the Resona group
  along with Asahi Bank, Kinki-Osaka Bank and others under the
  holding Company.
  Currently, Resona Holdings owns about 85 percent of Resona
  Trust. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 234,
  November 26, 2002)
  * Moody's Affirm Ratings of Japanese Steel Firms
  Moody's Investors Service has affirmed the ratings of three
  Japanese steel companies namely Nippon Steel Corp. (Baa2; stable
  outlook), Sumitomo Metal Industries, Ltd. (Ba1; negative
  outlook) and Kobe Steel, Ltd. (Ba2; negative outlook).
  The ratings action was in response to the three's recent
  announcement of a broadening in the scope of their cooperation.
  Previously, cooperation had involved an agreement between Nippon
  Steel and Sumitomo Metal Industries and a separate one between
  Nippon Steel and Kobe Steel. The new framework allows for
  cooperation between Sumitomo Metal Industries and Kobe Steel.
  Cooperation between the three will include areas such as the
  supply of semi-finished products, logistics and material
  purchases, and nominal cross-shareholdings. Other related
  businesses within each group will also look to cooperate with
  similar businesses outside of the three groups.
  The new framework will provide more opportunities for each
  Company to stabilize production and manage their cost structures
  over the intermediate term. It incorporates the assumption of a
  cut in Sumitomo Metal Industries' rolling capacity in March
  However, Moody's believes that the benefits of cooperation are
  unlikely to be substantial and may require time to realize, as
  the cooperation is partial and excludes marketing and technology
  The competitive environment within the global steel industry is
  changing. Consequently, Moody's believes that any delays in
  initiating measures to improve cost structures - either
  cooperatively or individually - could carry negative credit
  implications for each of the steel companies.
  Moody's will monitor the impact of the cooperation, and assess
  whether it will translate into more material benefits, such as
  additional reductions in production capacity.
  According to its new medium-term management plan, Sumitomo Metal
  Industries plans to issue about JPY 50 billion in new equity.
  Placement of the shares is expected to be partly among
  institutions belonging to the Sumitomo Group.
  In our rating of Sumitomo Metal Industries, Moody's has
  considered that the Company  would have reasonable flexibility
  in managing any stress to its credit profile. The expected
  placement to the Sumitomo Group companies is regarded as a use
  of one of such flexibility.
  Nippon Steel Corporation (headquartered in Tokyo), Sumitomo
  Metal Industries (headquartered in Osaka) and Kobe Steel, Ltd.
  (headquartered in Kobe) are major integrated steel makers in
  Japan. They have an aggregate annual crude steel production of
  about 43 million tons.
  *Reduction in Guaranteed Yields by Insurers Viewed as Default
  Standard & Poor's Ratings Services said Monday that any
  reduction by an insurer of its guaranteed yield payments to
  policyholders would be viewed as a default on its contractual
  As such, Standard & Poor's would immediately place the financial
  strength and counterparty ratings of any life insurer that
  announces it is contemplating a reduction of its guaranteed
  yield on Credit Watch with negative implications. If the
  insurer's plans were confirmed, Standard & Poor's would
  downgrade the Company 's financial strength and counterparty
  ratings to 'CCC' or below.
  Eventually, the life insurer's counterparty rating would be
  changed to 'SD' (selective default) on the date the new lower
  yield became effective, reflecting the default on the guaranteed
  yield policies, or possibly to 'D' (default) if other classes of
  creditors were also affected by the restructuring and the life
  insurer effectively defaulted on, or restructured, other types
  of financial obligations.
  If the life insurer was also placed under regulatory
  supervision, Standard & Poor's would lower the financial
  strength rating to 'R' while maintaining the counterparty rating
  at 'SD' or 'D'. New financial strength and counterparty ratings
  that reflect the life insurer's presumably improved ability to
  meet its restructured and reduced obligations would be assigned
  some weeks later.
  According to media reports, Japan's Financial Services Agency is
  studying a proposal to allow Japanese life insurance companies
  to reduce guaranteed yields promised to policyholders as a
  measure to assist the troubled insurance sector.
  "Because of the low interest rate environment prevailing in
  Japan, most domestic life insurance companies are now paying
  higher yields to their policyholders than they can safely earn
  in the financial markets, and thus are incurring negative
  spreads," Runa Ichihari director at Standard & Poor's said.
  "These negative spreads, together with poor quality investments
  and a depressed stock market, have so far pushed seven life
  insurance companies into insolvency."
  With little prospects for change in the interest rate
  environment for the foreseeable future, and legitimate concerns
  over the financial health of some industry participants, the
  reduction of guaranteed interest rates of existing policies has
  been considered as the ultimate option for life insurers with
  deteriorated financial profiles to stave off insolvency.
  Life insurers contemplating policy restructuring would be likely
  to first seek to gain the understanding of the public by
  disclosing their full accounts, including earnings projections,
  and thus demonstrating that there are no other reasonable
  alternatives to avoiding insolvency.
  Furthermore, any reduction in guaranteed yields would have to be
  part of a comprehensive restructuring package, which could
  entail other creditors sharing the burden of rescuing the life
  While all industry participants are essentially suffering from a
  negative spread, it should be noted that most are still posting
  positive core profits, offsetting investment losses with other
  profits (namely mortality profits and expense profits). As a
  result, Standard & Poor's expects only a few life insurers would
  take the drastic step of reducing their guaranteed yield

  K O R E A
  CHOHUNG BANK: Bank Sale to Continue After Elections
  The sale of Chohung Bank will move forward regardless of the
  December Presidential election results, Asia Times reports,
  citing Deputy Prime Minister for Finance Jeon Yun-churl.
  Jeon conceded union interference was delaying the review of the
  bank's overall condition, but stressed efforts to shed
  government holdings in the bank will be pushed forward.
  DAEWOO MOTOR: Daewoo India Up For Sale
  Daewoo Motors India, a unit of Daewoo Motor Co., is up for sale
  after failing pay Rs 10 billion (US$207.6 million) debt to three
  financial institutions, coinciding with the passage of
  Securitization Bill in the lower house of Parliament for
  tackling the problem of non-performing assets, according to Asia
  Times on Tuesday. The three financial institutions'names
  were not disclosed in the report.
  A Debt Recovery Tribunal in Mumbai invited bids from prospective
  buyers for the ailing carmaker that entered India as an arm of
  South Korean auto giant Daewoo in the mid 1990's.
  HANBO IRON: Likely to be Sold For $377M
  Bankrupt Hanbo Iron and Steel Co. is likely to be sold to a
  consortium led by AK Capital for about $377 million next month,
  lower than the $410 million initially agreed upon between the
  consortium and creditors in March of this year, the Korea Herald
  said on Tuesday.
  Korea Asset Management Corp. (KAMCO) said that it is ironing out
  the details to be put into a final contract to be signed with
  the consortium, which was chosen as the primary bidder in the
  acquisition of the ill-fated steel maker.
  AK Capital was selected as the successful bidder at an
  international bidding for Hanbo Iron in 2001, but the sale had
  been delayed due to differences regarding sales conditions with
  In March, the consortium concluded a memorandum of understanding
  (MOU) with Hanbo to acquire the struggling steel maker for $410
  million, providing that it could hold negotiations with
  creditors on a final acquisition price. This price was to be set
  within a range of plus or minus 9.3 percent of the initial $410
  million offer.
  HYNIX SEMICON: Creditors to Freeze Debt Obligation Until 2006
  Creditors of Hynix Semiconductor will freeze debt obligations of
  the Company until 2006 in an effort to normalize the chipmaker's
  management, the Maeil Business Newspaper said on Tuesday.
  Creditors will likely swap non-collateral bonds of 1.9 trillion
  won into equity and let the Company reschedule loans of 2.4
  trillion won until 2006.
  Hynix is in talks with a U.S. consortium to sell off its non-
  memory system IC business.
  Korea Exchange Bank, the Company's major creditor, will open a
  meeting of creditors on November 26 to settle the fate of Hynix
  The non-memory business of Hynix accounts for 17 percent of its
  overall revenues, recording 700 billion won of sales in 2001.
  HYNIX SEMICON: US Consortium Vies For Non-Memory Chip Business
  Hynix Semiconductor Inc may soon sign a Memorandum of
  Understanding (MoU) to sell its non-memory chip operations to a
  consortium led by an unnamed US investment bank, the evening
  newspaper the Naeway Economic Daily reported.
  The newspaper reported Hynix may sell all its non-memory chip
  lines, which recorded KRW700 billion in sales in 2001, for
  between KRW2-3 trillion.
  "(Hynix) has been in talks to sell its non-memory operations to
  a consortium led by a US investment bank. It's possible that
  they will sign a memorandum of understanding sooner or later,"
  the report quoted an unnamed official.  (M&A REPORTER-ASIA
  PACIFIC, Vol. No.1, Issue No. 234, November 26, 2002)
  HYNIX SEMICON: Reports on Sale Deal Receive No Confirmation
  A Korea Exchange Bank (KEB) spokesman said Hynix Semiconductor
  Inc and its main creditor KEB have declined to confirm reports
  that the chip maker has been in talks to sell its non-memory
  operations to a consortium led by a US investment bank in the
  near future, a report from the Naeway Economic Daily reported.
  Earlier, an unidentified bank official is reported as saying
  that Hynix may soon sign a memorandum of understanding to sell
  its non-memory chip operations to a consortium led by an unnamed
  US investment bank for KRW2-3 trillion.
  Separately, Hynix Semiconductor also declined to confirm the report.
  "The Company are unaware of the reported deal, though the
  Company have been trying to sell the non-memory operations under
  restructuring plans," a Hynix spokesman said. "The Company are
  not in a position where the Company can confirm such reports."
  (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 234, November
  26, 2002)
  HYNIX SEMICON: Lenders Discuss Bailout Covering $4 Billion Debt
  Creditors of Hynix Semiconductor will swap into equity 4.9
  trillion won ($4 billion) of debt in the chipmaker's third
  bailout in two years, Bloomberg reports.
  Lenders, who own 67 percent of the chipmaker after a debt-for-
  equity swap in June, may exchange a further 1.9 trillion won of
  debt into shares, according to the Korea Exchange Bank.
  The creditors may also agree to extend the maturity of 3
  trillion won of debt to 2006 from 2003 to 2004.
  Creditors had a meeting on Tuesday to discuss recommendations by
  adviser Deutsche Bank AG on what to do with the Company.
  The lenders also may sell Hynix's other non-memory businesses,
  the bank said.
  HYNIX SEMICON: Creditors to Mull Deutsche Recommendations
  Creditors of Hynix Semiconductor Inc. will discuss proposals and
  recommendations made by financial adviser Deutsche Bank, on how
  to deal with the ailing chipmaker, reports the Korea Herald.
  Creditors will be asked to delay interest payments on half of
  the chipmaker's unsecured debt and push back the maturity of its
  bonds by up to three years.
  The financial adviser may propose a debt-for-equity swap worth
  1.85 trillion won ($1.5 billion).
  The report said some of Hynix' creditors reportedly oppose
  another massive debt restructuring amid mounting pressures from
  U.S. chipmaker Micron Technology Inc., and from German chipmaker
  Infineon Technologies AG, to stop offering credit to the ailing
  Hynix's lenders acquired the chipmaker in June in a 3 trillion
  won debt-for-equity swap. Since then, they have been trying to
  decide whether to sell or try to salvage the Company, but little
  progress has been made.
  HYUNDAI MERCHANT: Union Ends Labor Disputes  
  The management and labor union of scandal-ridden Hyundai
  Merchant Marine (HMM) has agreed to end labor disputes and
  strikes at the Company, the Korea Herald said on Tuesday.
  HMM President Noh Jung-ik and HMM labor union leader Lee Joong-
  hwan met at the Company 's office in Busan and signed on the
  five-article joint declaration on cooperation between management
  and labor.
  HMM's restructuring efforts nearly ended fruitlessly when an
  allegation arose from the opposition party some months ago
  claiming the government channeled $400 million to North Korea by
  way of loans issued by the Korea Development Bank (KDB) to HMM
  shortly before the first inter-Korean summit in June 2000.
  Despite the apprehension, Korean Development Bank (KDB) and 11
  other domestic financial agencies and Citibank arranged a $950
  million in loan for Wilhelmsen ASA of Norway and Wallenius Lines
  AB of Sweden, to finance their acquisition this month.
  The sale, which is to be finalized in December, will provide
  some 1.5 trillion won to HMM, enabling it to resolve liquidity
  problems completely, while lowering its debt-to-equity ratio to
  below 300 percent, thus putting the Company on the road to
  KUMHO GROUP: Sale of Tire Arm Hits Snag
  The Kumho Group's attempt to sell its tire arm to a consortium
  of Carlyle Group and J.P. Morgan has hit a snag due to
  differences about the takeover price, reports the Korea Herald.
  Both firms signed a Memorandum of Understanding (MOU) for the
  sale of Kumho Tire in February.
  "The group still doesn't want to negotiate with its counterpart
  although the U.S.-based consortium revealed an intention to give
  more money last month," said the creditors.
  Earlier, Kumho wanted to maintain managerial rights at the tire
  maker after handing over 80 percent of its stake for around $1.5
  M A L A Y S I A
  CHG INDUSTRIES: Foreign Investment Body OKs Restructuring Plan
  On behalf of the Board of Directors of CHG Industries Bhd,
  Commerce International Merchant Bankers Berhad is pleased to
  announce that the Foreign Investment Committee (FIC) has, vide
  its letter dated November 18, 2002, approved the group's
  restructuring plan, whose components include:
  (1) a Capital Reduction,
  (2) a Rights Issue,
  (3) a Debt Restructuring, and
  (4) a Capital Increase
  The FIC's approval is subject to the condition that the equity
  structure of CHG will be reviewed after three (3) years from the
  date of the FIC's approval letter.
  The Proposals are further subject to the approvals from, among
  others, the Securities Commission, the Kuala Lumpur Stock
  Exchange, the High Court of Malaya, the lender banks involved in
  the Proposed Debts Restructuring and the shareholders of CHG and
  any other parties and/or authorities, if applicable. The details
  of the approvals required for the Proposals are set out in the
  announcement dated August 27, 2002.
  The Group's core business is manufacturing plywood and other
  veneer products for both the domestic and export market. The
  Group is also involved in manufacturing and distribution of
  plywood and other veneer products, logs extraction, manufacture
  of office furniture and office seating products and trading in
  building materials. With a monthly production capacity of 20,000
  m3, the Company operates its timber-related facilities from
  Selangor, Johor and Kelantan. In the year 2000 the Group
  accounted for 37% of Peninsular Malaysia's plywood and veneer
  product exports, and was ranked the largest manufacturer and
  exporter of plywood in Peninsular Malaysia by Maskayu.
  The Group's investments in appropriate technologies and
  productive assets have established manufacturing capabilities
  that are highly flexible and suited to efficient batch
  production. This has enabled the Group to choose materials with
  flexibility to adapt to the prevailing market condition.
  The company first announced its proposed restructuring scheme in
  April 2001.
  CONTACT INFORMATION: 20th Floor, East Wing, IGB Plaza
                       Jalan Kampar, Off Jalan Tun Razak
                       50400 Kuala Lumpur
                       Tel: 03-9075 8811
                       Fax: 03-907 66215
  GEAHIN ENGINEERING: Creditors Meeting Soon to Take Up Debt Plan
  Geahin Engineering Bhd wishes to announce that the notice is
  hereby given that by an Order on October 23, 2002, the court has
  directed a meeting of the scheme creditors of GEAHIN to be
  convened pursuant to the provisions of Section 176 of the
  Companies Act, 1965 for the purpose of considering and if
  thought fit to approve [with or without modification(s)] a
  proposed restructuring scheme at Dewan Pulau Pinang, Level 4
  Menara PGRM, 8 Jalan Pudu Ulu, 56100 Kuala Lumpur, Malaysia, on
  Friday, December 20, 2002 at 9:30 a.m.
  A copy of the Explanatory Statement required to be furnished
  pursuant to Section 177 of the Act, will be sent by way of
  ordinary post to each individual creditor entitled to receive
  such notice.
  CONTACT INFORMATION: 8999 Kawasan Perindustrian
                       Batu Berendam
                       (Fasa IV) Batu Berendam
                       75350 Melaka
                       Tel: 06-2819998
                       Fax: 06-2813988
  KEMAYAN CORPORATION: Says Debt Plan Not Dependent on RCSLS Issue
  Further to the announcements dated October 23, 2002, November 1,
  2002 and November 15, 2002, Public Merchant Bank Berhad, on
  behalf of Kemayan Corporation Bhd, wishes to clarify that the
  completion of the Proposed Debt Settlement is not conditional
  upon the completion of the issuance of RM60,155,000 nominal
  value of redeemable convertible secured loan stocks (RCSLS) to a
  consortium of financial lenders whose debts relates to a
  guarantee facility agreement for the portion of their
  outstanding debt which is secured against development lands in
  Seremban and Johor, being one of the proposed settlement to the
  scheme creditors of KCB and its subsidiary companies that are
  included in the Proposed Restructuring Scheme.
  Furthermore, PMBB also wishes to announce that Jalur Karisma Sdn
  Bhd (JKSB), a company in which Dato' Ahmad Zahid Hamidi and Wong
  Ha, a vendor of Satujaya Sdn Bhd, holds 70% and 30% equity
  interest respectively, has on November 25, 2002, entered into an
  agreement for put and call options arrangement with Sheikh Abdul
  Rahman Nasser Jassim Al Thani and Syed Sarfaraz Haider Rizvi to
  acquire a total of 57,000,000 new ordinary shares of RM1.00 each
  in Rangkap Budi Sdn Bhd (RBSB Shares) issued to them pursuant to
  the proposed subscription by RBSB of 100,000 new ordinary shares
  of RM1.00 each in Major Entrepreneur Sdn Bhd.
  Pursuant thereto, JKSB will emerge as the largest shareholder of
  RBSB, after the exercise of the put and call options
  arrangements of RBSB Shares with the Scheme Creditors pursuant
  to the put and call option arrangement to be entered as
  announced earlier and Sheikh Abdul Rahman Nasser Jassim Al Thani
  and Syed Sarfaraz Haider Rizvi pursuant to the abovementioned
  put and call option arrangement.
  The effects of the Proposed Restructuring Scheme on the
  substantial shareholdings structure of RBSB are set out in Table
  1, a copy of which can be viewed through this link
                       Taman Tasek
                       80200 Johor Bahru
                       Tel: 07-2362390
                       Fax: 07-2365307
  TAT SANG: Posts Details on Defaulted Banking Facilities
  The Board of Directors of Tat Sang Holdings Bhd wishes to inform
  that there are no new significant development in relation to the
  various defaults in payment that were announced on October 25,
  2002. We hereby provide an update on the datails of banking
  facilities which are currently in default.
  The hearing dates of the following legal suits are fixed as
  (1) Standard Chartered Bank (M) Berhad -VS - Mercuries & Muar
      Wooden Furniture Mfg Sdn. Bhd. (MMWF) at Kuala Lumpur High
      Suit No.: D5-23-1051-2001
      Decision: The above suit case which came up for Decision of
                the Plaintiff's Application for Summary Judgement
                on August 1, 2002. The Senior Assistant Registrar
                allowed the Plaintiff's application and recorded
                Summary Judgment against all the defendants. Our
                Solicitors have filed an Appeal to the Judge in
  (2) Malayan Banking Berhad (MBB) - VS - MMWF at Muar High Court
      Suit No.: 23-108-2001
      Decision: Base on the outcome of the hearing on 10 October
                2002, our solicitors have managed to set aside the
                aforesaid Summary Judgment against all the
                Defendants. As the dispute is on the amount
                claimed by MBB. Interlocutory Judgment was
                instead entered by consent with amount to be
                assessed before the Senior Assistant Registrar
                based on the rate as specified in the letter of
                offer dated August 19, 2000. MBB will not be able
                to enforce or execute the aforesaid Interlocutory
                Judgment until the amount to be calculated is
                agreed upon by the parties.
  (3) Bumiputra-Commerce Bank Berhad -VS- MMWF at Muar High Court
      Suit No.: 23-76-2001
      Hearing date: An application to amend the Writ of Summons
                and Statement of Claims dated 16 May 2002 and
                application for Summary Judgement which was fixed
                for hearing of the Order 14 Application on 20 June
                2002 has fixed for decision on 23 August 2002
      Decision: The Judgement was obtained on 23 August 2002, the
                plaintiff's application for summary judgement
                against the defendants were allowed by the Senior
                Assistant Registrar. Notice of Appeal was filed
                and the hearing date will be fixed on 9 December
  (4) Bank Pembangunan & Insfrastruktur Malaysia Berhad - VS- MMWF
      Suit No.: 23-54-2002
      Status of the suit: Memorandum of Appearance was filed on 25
                July 2002 and our solicitors had filed in defence
                on 8 August 2002. The plaintiff had also filed in
                affidavit in reply. Hearing date is fixed on 28
                November 2002.
  Details of the company's defaulted loans may be viewed through
  this link
  The Tat Sang Holdings Berhad (TSHB) companies are an integrated
  group engaged in the full spectrum of manufacture and trading of
  furniture, principally made from rubberwood. It has in-house
  kiln drying facilities and facilities for lamination and
  moulding of furniture parts as well. In addition, the Group
  specialises in producing antique reproduction furniture and
  laminated oak veneer embossed furniture of a higher quality
  finish than other furniture in the wooden furniture category.
  Since 1997, TSHB Group has also marketed home office system and
  bedroom sets, expanding its range of furniture to include,
  amongst others, desks, shelves and cabinets, beds, bedside
  tables, drawers and dressing tables besides the traditional
  dining sets, occasional items and buffet and hutches.
  The Group commenced business in the early 1980s as a family
  concern dealing in wooden furniture and mattresses. Growth in
  business led to diversification from its trading activities to
  manufacturing in the mid 1980s. The base of operations is Parit
  Bakar, Tanjung Agas and Bukit Pasir Industrial Estate. The Parit
  Bakar plant is operating at approx. 80% of its capacity of
  720,000 units per annum, the Tanjung Agas plant at approx. 72%
  of its production capacity (with actual production output of
  approx. 226,308 units per annum), and the Bukit Pasir plant at
  approx. 74% of its capacity of 1.13m units per annum. The Group
  has a kiln drying plant at Bukit Pasir that is operating at
  approx. 91.8% of its capacity, with actual production output of
  15,600 m/t per annum.
  Raw materials are presently sourced from various suppliers in
  Johor and neighbouring states. To enhance the furniture design,
  TSHB also uses oak veneers imported from the US.
  The Group started out as a supplier of furniture to the local
  market but has since shifted its focus to export markets that
  now constitute over 90% of sales. The export markets comprise 14
  countries among which is the US, Japan, Korea, Australia, UK,
  Ireland and the Middle East.
  CONTACT INFORMATION: 35-1 Jalan Dato' Haji Hassan
                       84000 Muar
                       Johor Darul Takzim
                       Tel: 07-9513898
                       Fax: 07-9516262

  P H I L I P P I N E S
  BELLE CORPORATION: Comsat Files Damages Against APC
  Belle Corporation refers to the disclosure of APC Group, Inc. on
  November 26, 2002 regarding a civil case for collection of a sum
  of money with damages with prayer for preliminary attachment
  filed by Comsat International, Inc. (Comsat) against APC Group,
  Inc. (APC), Jubilee Ventures Ltd. (Jubilee) and Belle
  Belle, and PSE understand the other defendants as well; have not
  officially received the summonses for the case. In any event,
  note that the amount of the principal claims is approximately
  US$1.2 million, which amount, if finally adjudged against Belle
  as second guarantor, is not material in relation to Belle's
  total assets.
  A copy of the press release is located at
  METRO PACIFIC: Clarifies Acceptance of $105M Offer For BLC
  Metro Pacific Corporation responded to the news article entitled
  "First Pacific accepts $105-M offer for 50.4 percent in Boni
  Land" published in the November 22, 2002 issue of The Philippine
  Star. The article reported that:
  "Hong Kong-based First Pacific Corp. has finally agreed to sell
  its 50.4 percent stake in Bonifacio Land Corp. (BLC) for $105
  million to the consortium of Ayala Land and Greenfield
  Development Corp., The STAR learned yesterday.
  Ayala and Greenfield, owned by Jose Yao Campos, are scheduled to
  sign the agreement with First Pacific subsidiary Metro Pacific
  Corp. (MPC) expectedly on Monday for their assumption of a $105-
  million loan (principal plus interest) extended by Larouge BV to
  MPC. The loan was secured by 50.4 percent of Bonifacio Land's
  outstanding stocks and fell due December 2001.
  First Pacific's approval was in effect a go-signal for MPC and
  the Ayala-Campos consortium to proceed with the signing next
  week, officials told The STAR.
  Metro Pacific Corporation (MPC), in a letter to the Philippine
  Stock Exchange dated November 22, 2002, clarified that:
  As previously disclosed, Metro Pacific is currently in
  discussions with respect to a number of debt reduction exercises
  with the group of United Laboratories Inc. and Ayala Land Inc.
  These discussions include specific liabilities and assets that
  are part of the Metro Pacific Group, including Metro Pacific's
  stake in Bonifacio Land Corporation.
  In addition, as was reported on Monday by Bloomberg News Service
  in Hong Kong, First Pacific Company Limited (First Pacific) is
  quoted by saying they have received a proposal with regards to
  these discussions as they may involve Metro Pacific's
  outstanding obligation to Larouge B.V., a wholly-owned
  subsidiary of First Pacific. In their comments to Bloomberg,
  First Pacific noted that they have received a proposal from
  Metro Pacific management with regards to this loan, and they are
  currently in the process of reviewing that proposal.
  Management continues to stress that these discussions are
  underway, as of this date, no agreement has been sighed nor
  For a copy of the press release, go to
  METRO PACIFIC: Enters MoA With GA To Restructure US$350M Debt
  Metro Pacific Corporation announced on November 23 that it had
  entered into a legally binding conditional Memorandum of
  Agreement with the GA Group as part of MPC's initiatives to
  restructure approximately US$350 million (HK$2,730 million) of
  The MOA anticipates that, upon completion of the transactions
  contemplated by the MOA, the Larouge Loan advanced by Larouge to
  MPC in the principal amount of US$90.0 million (HK$702.0
  million) and secured over approximately 50.4 per cent of the
  outstanding common stock of BLC will be sold and assigned to the
  GA Group for US$90.0 million (HK$702.0 million).  The MOA also
  anticipates that, following the sale and assignment of the
  Larouge Loan and related security, the GA Group would accept the
  transfer by MPC of the 50.4 per cent shareholding in BLC (which
  serves as security for the Larouge Loan) and an additional Pesos
  655 million (US$12.2 million; HK$94.9 million) in BLC notes
  currently owed by BLC to MPC, as payment in kind for the loan,
  thereby acquiring a 50.4 per cent controlling interest in BLC.
  Larouge is not a party to the MOA, which is subject to certain
  conditions precedent, including obtaining the necessary
  corporate approvals and the completion of BLC's debt
  restructuring.  However, implementation of the transactions
  contemplated by the MOA would require the co-operation of
  Larouge and, accordingly, MPC has approached the Board of
  Directors of First Pacific in relation to the sale and
  assignment of the Larouge Loan.  The First Pacific Board has
  approved, in principle, the substance of the proposed
  transaction as being in the best interests of the Company .
  However, no documentation has been entered into or agreed by
  Larouge in respect of the Larouge Loan or the related security
  and the Board has yet to receive the signed final version of the
  detailed transaction documentation.
  Nonetheless, since the participation by Larouge in the proposed
  transaction would be a connected transaction for the Company
  under the Listing Rules, for the reasons set out below under
  "Possible Major and Connected Transaction", the First Pacific
  Board has referred the question of the possible participation of
  Larouge in the proposed transaction to an Independent Committee
  of the Board of First Pacific comprising Prof. Edward K.Y. Chen,
  CBE, JP and Mr. David W.C. Tang, OBE, being the independent non-
  executive Directors of First Pacific, for consideration.  In
  this respect, the Independent Board Committee, which will
  consider whether or not the terms of the proposed transaction
  are fair and reasonable so far as the Independent Shareholders
  are concerned, will appoint an independent financial adviser to
  advise it in this regard.
  Meanwhile, in parallel with the consideration of the proposed
  transaction by the Independent Board Committee, First Pacific's
  Board will discuss the details of the proposed transaction with
  the parties to the MOA to ensure that the best interests of
  First Pacific and its shareholders as a whole are reflected in
  Larouge's participation in the proposed transaction.
  Following discussions between the Independent Board Committee
  and the independent financial adviser, the Independent Board
  Committee will make a recommendation to the First Pacific Board
  as to whether to recommend the proposed transaction to First
  Pacific's Independent Shareholders for their consideration in
  general meeting.  Such discussions and determination are
  expected to be completed on or around 9th December, 2002, at
  which time a further announcement will be made as appropriate.
  At the same time, First Pacific's Board will make its formal
  determination whether Larouge's participation in the proposed
  transaction is in the best interests of the Company and its
  shareholders as a whole, taking into account, among other
  things, the discussions First Pacific will have had with the
  parties to the MOA.  
  If Larouge agrees to participate in the proposed transaction and
  enters into an agreement for the sale and assignment of the
  Larouge Loan for the consideration referred to in this
  announcement, this will constitute a major and connected
  transaction for First Pacific under the Listing Rules and,
  accordingly, any such agreement will be conditional upon
  approval by First Pacific's Independent Shareholders at a
  special general meeting to be convened.
  Trading in First Pacific's shares on the Stock Exchange was
  suspended at 9:41 a.m. on 25th November, 2002 at the request of
  the Company pending the release of this announcement.  An
  application will be made for trading in First Pacific's shares
  to recommence at 9:30 a.m. on 26th November, 2002.
  Because there is no certainty that the proposed transaction will
  proceed, accordingly, investors are advised to exercise caution
  when dealing in the shares of the Company.
  For more information, go to
  METRO PACIFIC: Agreement Signed in 50.4% Acquisition Deal
  Metro Pacific Corp said, in a statement to the Philippine Stock
  Exchange (PSE), that Ayala Land Inc and the Campos family's
  Greenfield Development Corp have signed a memorandum of
  agreement to acquire control of the Bonifacio Global City from
  the Company . It will turn over 50.4 percent of Bonifacio Land
  Corp, which controls the development of the global city, to
  the Ayala-Greenfield joint venture in exchange for the
  settlement of its USD90 million debt to Larouge BV, a unit of
  First Pacific Co Ltd.
  Under the MoA, the Ayala-Greenfield group will take eight board
  seats in Bonifacio Land's 15-man board and over 50 hectares of
  developed land in the global city.
  Metro Pacific will also transfer to the joint venture PhP655
  million in debt notes issued by Bonifacio Land.
  In turn, Metro Pacific will receive about PhP3.8 billion in
  property assets in the global city. It said it will retain a
  22.5 percent stake in Bonifacio Land following the transaction,
  equal to three board seats, along with a 10.4 hectare
  development area.
  Ayala Land President Francisco Licuanan III said the Bonifacio
  development, which sits right next to the Makati central
  financial district developed by the Ayala group, was a key
  acquisition made "at a fair price."
  "The Company took an interest in this property as early as 1995,
  and the Company continue to see opportunities related to it. The
  Company envision Fort Bonifacio as a natural and complementary
  extension of the Makati central business district," he said in a
  separate statement.
  He said the acquisition also places Ayala Land in a strategic
  position once the property market recovers.
  The Ayala-Greenfield group said they plan controlled sales of
  selective inventory and leasing of commercial areas to build up
  critical mass in the global city in the short term.
  Ayala Land said it also expects to begin in the next 18 months
  the development of an 8.3 hectare lot in the global city which
  it acquired prior to the deal with Metro Pacific.
  The joint venture for control of the global city is Ayala Land's
  second tie-up with Campos group. The two earlier developed the
  high-end residential and golf course project, Ayala Greenfield Estates.
  The transaction is expected to close by January next year. (M&A
  REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 234, November 26,
  NATIONAL POWER: Reorganization Set For Next Year
  National Power Corporation (Napocor) will be reorganized by
  early next year as part improve the firm's attractiveness to
  private bidders, Business World reports.
  The Company's Board of Directors decided last week to start
  the second phase of the restructuring in January 2002.
  The board also completed the composition of the transition team
  that will temporarily acquire the firm's functional groups
  during restructuring.
  The Company is is retaining 13 executives as coordinators for
  functional groups under the firm's Table of Organization. Those
  temporarily appointed as coordinators are:
  Roland Quilala as Chairman of the transition team and
  coordinator for the Office of the President; Pio J. Benavidez
  (Office of the senior vice-President and chief operating
  officer); Rainier B. Butalid (coordinator for legal and Office
  of the Corporate Secretary); Lorna T. Dy (logistics); Eduardo R.
  Eroy (thermal generation); Melvyn Eugenio (Hydro Generation);
  Paquito F. Garcia (Human Resources and Administration); Oscar C.
  Lorico (Geothermal Generation); Pasayud M. Macarambon (Mindanao
  Generation); Josefina C. Montero (Finance), Danilo S. Sedilla
  (Technical and Maintenance Services); Froilan A. Tampinco (Sales
  and Services); and Silvano C. Zanoria (Small Power Utilities
  The Company also directed the transition team to "commence and
  implement the selection and placement process for the (Napocor)
  Table of Organization" starting January 2, 2002.
  The Company instructed the transition group to submit a full
  list of recommendees for the Napocor Table of Organization to
  the Board of Selection Committee of the Napocor board not later
  than January 24, 2002.
  VICTORIAS MILLING: Mancom Approves Not to Solicit SSM Proxies
  The Victorias Milling Company Management Committee (Mancom),
  during its meeting on November 12, 2002, approved not to solicit
  proxies on its behalf in connection with the conduct of Special
  Stockholder's Meeting of Victorias Milling Company, Inc. on
  December 16, 2002.
  For a copy of the press release, go to
  VICTORIAS MILLING: Unveils SS Meeting Agenda
  Victorias Milling Company, Inc. (VMC) furnished the Philippine
  Stock Exchange a copy of its SEC Form 17-IS (Definitive
  Information Statement) in connection with its Special
  Stockholders' Meeting which will be held on December 16, 2002,
  at 8:30 a.m., at the Metropolitan Club, Inc., Estrella corner
  Arnapola Streets, Guadalupe Viejo, Makati City. The Agenda, as
  stated in the Notice of Meeting, shall be as follows:
  1. Call to Order
  2. Certification of Notice to Stockholders and Presence of
  3. Election of members of the Board of Directors
  4. Confirmation and Ratification of Quasi-Reorganization of All
  Acts and Deeds Executed to Perfect, Effectuate and Fully Enforce
  the Terms of the Approved Rehabilitation Plan
  5. Other Matters
  6. Adjournment"
  As stated in the Notice of Meeting, "Only stockholders of record
  as of the close of business hours on November 29, 2002 shall be
  entitled to notice of, and to vote at this meeting. Registration
  will start at 7:00 a.m. and will close at 8:15 a.m."
  A copy of VMC's Definitive Information Statement is available
  for reference at the PSE Centre and PSE-Plaza Libraries.
  The disclosure can be accessed at
  S I N G A P O R E
  ASIA PULP: Reaches Agreement With Creditors on Debt Repayment
  Asia Pulp & Paper Co. has reached an agreement with creditors on
  a plan to start repaying about half the group's US$13 billion
  debt, the Business Times reports.
  The Company will sign an interim agreement on US$6.5 billion
  debt by December 16, said Gandi Sulistiyanto, the Vice-Chairman
  of Asia Pulp's internal debt restructuring group.
  In September, major creditors of Asia Pulp agreed to an outline
  plan that set a maximum 10-year rescheduling period for the
  group's units.
  The final agreement will be signed in the first quarter of 2002,
  Sulistiyanto said.
  He did not disclose the amount of the monthly repayment agreed.
  The five firms involved in the debt talks that ended last week
  on the island of Bali are PT Purinusa Ekapersada, PT Indah Kiat
  Pulp & Paper, PT Pabrik Kertas Tjiwi Kimia, PT Lontar Papyrus
  and PT Pindo Deli Pulp & Paper.
  Asia Pulp, which is part of the Sinar Mas group, stopped
  repaying US$13 billion of debt in March 2001.
  DebtTraders reports that Asia Pulp's 11.75 percent bonds due on
  2005 (APP7) are trading between 28.5 and 30.5. Go to
  real-time bond pricing.
  BBR HOLDINGS: Proposes Capital Reduction Exercise
  The Board of Directors of BBR Holdings (S) Ltd proposes to
  undertake a capital reduction exercise to write-off part of the
  accumulated losses of the Company pursuant to Section 73 of the
  Companies Act (Cap. 50) of Singapore.
  The Company will make an application to the Singapore Exchange
  Securities Trading Limited (SGX-ST) for its approval of the
  Capital Reduction.
  Details of the Capital Reduction
  As at the date of this Announcement, the Company has an
  authorised share capital of $100,000,000 divided into
  2,000,000,000 ordinary shares of $0.05 each (each a "Share and
  an issued and paid-up share capital of $58,732,613.90 divided
  into 1,174,652,278 Shares.
  Based on the Company 's unaudited balance sheet as at 30 June
  2002, the Company had accumulated losses totaling $64,571,000
  standing in its accumulated losses account and $8,933,696.66
  standing to the credit of its share premium account.
  The Capital Reduction (if approved) will involve:
  (a) The cancellation of the issued and paid-up share capital of
  the Company to the extent of $0.04 per Share and the reduction
  of the par value of each Share from $0.05 to $0.01; and
  (b) The cancellation of $8,933,696.66 standing to the credit of
  the Company 's share premium account as at 30 June 2002.
  The Capital Reduction will be effected as follows:
  (a) The issued and paid-up share capital of the Company will be
  reduced from $58,732,613.90 divided into 1,174,652,278 Shares to
  $11,746,522.78 divided into 1,174,652,278 ordinary shares of
  $0.01 each by cancelling paid-up capital to the extent of $0.04
  on each of the 1,174,652,278 issued and paid-up Shares;
  (b) The amount of $8,933,696.66 standing to the credit of the
  Company 's share premium account as at 30 June 2002 will be
  (c) The par value of each Share, both issued and unissued, will
  be reduced from $0.05 to $0.01; and
  (d) Forthwith upon the Capital Reduction taking effect:
  (i) An amount equal to $55,919,787.78 (being the credit arising
  from cancellation of the issued and paid-up share capital and
  the share premium account of the Company) will be applied to
  write-off part of the accumulated losses of the Company as at 30
  June 2002 amounting to $64,571,000 to the extent of
  $55,919,787.78; and
  (ii) The authorized share capital of the Company will be
  increased to its former capital of $100,000,000 by the creation
  of an additional 8,000,000,000 new shares of $0.01 each.
  Upon completion of the Capital Reduction, the Company will have
  an authorized share capital of $100,000,000 divided into
  10,000,000,000 ordinary shares of $0.01 each and an issued and
  paid-up share capital of $11,746,522.78 divided into
  1,174,652,278 ordinary shares of $0.01 each.
  The Capital Reduction will reduce the Company 's accumulated
  losses as at 30 June 2002 of $64,571,000 by $55,919,787.78,
  leaving a deficit balance of $8,651,212.22 in accumulated losses
  following the Capital Reduction.
  There will not be any change to the number of ordinary shares in
  the capital of the Company held by shareholders of the Company
  as a result of the Capital Reduction, nor will the Capital
  Reduction involve the diminution of liability in respect of
  unpaid share capital or the payment to any Shareholder of any
  paid-up share capital of the Company .
  In the event that there is any further increase in the issued
  and paid-up share capital of the Company prior to the
  extraordinary general meeting to be convened to obtain
  Shareholders' approval for the Capital Reduction, the paid-up
  capital of each of the new shares will also be cancelled to the
  extent of $0.04 each and the aggregate amount of the issued and
  paid-up share capital to be cancelled pursuant to the Capital
  Reduction will be increased accordingly.
  The Directors are of the view that the balance sheet of the
  Company will more accurately reflect the value of the Company 's
  underlying assets following the proposed writing-off of
  $55,919,787.78 of the accumulated losses standing in the
  accumulated losses account in the un audited balance sheet of
  the Company as at 30 June 2002 pursuant to the Capital
  The Directors further note that the Shares have been trading
  between $0.035 and $0.010 since 1 January 2002 to 25 November
  2002, being the date of this Announcement. As the Act imposes
  restrictions on the issue of shares below their par value, the
  reduction of the par value of each Share from $0.05 to $0.01
  will also facilitate the Company in any future issue of new
  shares at a price that is more representative of the market
  value of its shares in the event of any future equity-related
  fund raising or other corporate exercises involving the issue of
  Financial Effects
  The Capital Reduction will not have any impact on the net
  tangible assets per Share, earnings per Share and the gearing of
  the Company as at 30 June 2002 as the Capital Reduction is an
  accounting procedure which cancels the issued and paid-up share
  capital and share premium account of the Company and transfers
  such part of the issued and paid-up share capital and share
  premium account which have been cancelled to write-off part of
  the accumulated losses of the Company.
  Approvals Required
  The implementation of the Capital Reduction is subject, inter
  alia, to the following:
  (a) The in-principle approval of the SGX-ST;
  (b) The approval of Shareholders at an extraordinary general
  meeting to be convened; and
  (c) The confirmation of the High Court of Singapore.
  The aforementioned approvals may be subject to conditions, which
  may vary the terms of the Capital Reduction as set out herein.
  Subject to the receipt of in-principle approval of the SGX-ST, a
  circular to Shareholders setting out details of the Capital
  Reduction and the notice convening the extraordinary general
  meeting will be despatched to Shareholders in due course.
  NATSTEEL LTD: Sanion Increases Shareholding to 20.36%
  Sanion Enterprises Ltd, a Company controlled by Indonesian
  businessman Oei Hong Leong, has purchased another 2.87 million
  shares of Natsteel Ltd at SGD2.05 per share, further raising its
  stake to 20.36 percent from 19.59 percent, filings to the
  Singapore Exchange (SGX) showed.
  Sanion has been buying Natsteel shares through the open market
  at SGD2.05 apiece, higher than the SGD2.03 general offer of 98
  Holdings Pte Ltd to the shareholders of the steel firm to
  acquire it.
  98 Holdings is a consortium that includes government investment
  arm Temasek Holdings, Hotel Properties managing director Ong
  Beng Seng and Standard Chartered. (M&A REPORTER-ASIA PACIFIC,
  Vol. No.1, Issue No. 234, November 26, 2002)
  NATSTEEL LTD: Posts Notice of Shareholder's Interest
  Natsteel Limited posted a notice of changes in substantial
  shareholder Temasek Holdings (Private) Ltd's interest:
  Date of notice to Company: 25 Nov 2002
  Date of change of deemed interest: 22 Nov 2002
  Name of registered holder: Please see Appendix
  Circumstance(s) giving rise to the interest: Others
  Please specify details: Deemed Interest - Please see Appendix
  Shares held in the name of registered holder
  No. of shares of the change: (58,588,460)
  % of issued share capital: 15.87
  Amount of consideration per share excluding brokerage,GST,stamp
  duties,clearing fee:  
  No. of shares held before change:  
  % of issued share capital:  
  No. of shares held after change:  
  % of issued share capital:  
  Holdings of Substantial Shareholder including direct and deemed
                                     Deemed    Direct
  No. of shares held before change: 61,285,490 29,300,000
  % of issued share capital:        16.6       7.94
  No. of shares held after change:  2,697,030  29,300,000
  % of issued share capital:        0.73       7.94
  Total shares:                     2,697,030  29,300,000
  Based on 369,068,237 shares issued as of 21 November 2002.
  T H A I L A N D
  TPI POLENE: Revises Net Profit Following Statutory Audit
  TPI Polene Public Company Limited would like to provide its
  financial statements and consolidated financial statements for
  the year 2001 ended December 31, 2001 (Revised Version), which
  have been audited by the statutory auditor of the Company, in
  order to comply with the generally accepted accounting
  principles practiced in Thailand. The adjustments made by the
  Company are as follows;
  (1) Recording loss on impairment of an investment in the listed
      security (an investment in shares of Thai Petrochemical
      Industry Plc.) in the consolidated and the Company's
      statements of income for the year 2000 for the amount of
      Baht 1,576 million.
  (2) Canceling income on the reversal of the accrued default
      interest payable (as of November 30, 1999) in the
      consolidated and the Company's statements of income for the
      year 2001 for the amount of Baht 2,068 million and Baht
      1,931 million, respectively.
  The above adjustments have substantial effects on some
  transactions in the consolidated financial statements and the
  financial statements of the Company, which can be highlighted as
                                                  (Unit : Baht)
                     Before Adjustment         After Adjustment
  Consolidated       2001         2000         2001        2000
  Net Income       4.59 B      (5.71 B)      2.52 B     (7.29 B)
  Total           17.28 B      16.89 B      15.21 B     16.89 B
  Net Income       9.04       (11.27)        4.97      (14.37)
  Per Share        
  Book Value      34.06        33.30        29.98       33.30
  Per Share              
                     Before Adjustment         After Adjustment
  The Company's      2001         2000         2001        2000
  Net Income       4.59 B      (5.71 B)      2.52 B     (7.29 B)
  Total           17.28 B      16.89 B      15.21 B     16.89 B
  Net Income       9.04       (11.27)        4.97      (14.37)
  (loss) Per
  Book Value      34.06        33.30        29.98       33.30
  Per Share              
  In addition, the Company adjusted the loss on impairment of
  mixer trucks of TPI Concrete Co., Ltd., a subsidiary company, in
  the financial statements for Q2/2002. This adjustment will have
  an effect on the consolidated and the Company's statements of
  income for the amount of approximately Baht 146.5 million. The
  Company will immediately submit the revised quarterly financial
  statements for the year 2002 to the SET once the auditor
  completely reviews such financial statements.
  Please be informed accordingly.
  Best regards,
  Mrs. Orapin Leophairatana,
  Senior Executive Vice President
  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.
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