/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/021206.mbx T R O U B L E D C O M P A N Y R E P O R T E R A S I A P A C I F I C Friday December 6, 2002, Vol. 5, No. 242 Headlines A U S T R A L I A AMP LIMITED: Troubled Firm Mulls Sale of British Assets AMP LIMITED: Slashing 2,000 Jobs Worldwide COLES MYER: Signs Ethical Clothing Code TERRAPLANET LIMITED: Releases Administrators' Contact Info TOWER LIMITED: Posts NZ74.9M Net Loss C H I N A & H O N G K O N G JADE DYNASTY: Narrows Net Loss to HK$3.91M KOMPASS LIMITED: Winding Up Petition Set For January 8 TSE SUI: Posts Interim Loss of HK$14.41M I N D O N E S I A BANK NIAGA: CAHB Will Not Increase Stake in Bank INDAH KIAT: Widens Net Loss to US$228.09 J A P A N HOKKAIDO INTERNATIONAL: Floats Y2B of New Shares MIZUHO ASSET: S&P Places BBB Rating on Credit Watch MIZUHO ASSET: JCR Ratings Under Credit Monitor MIZUHO HOLDINGS: Outlines Business Reorganization NIPPON TELEGRAPH: Unions Will Not Demand Salary Increase NTT COMM: Implementing Cost Cutting Scheme at U.S. Unit SOFTBANK CORPORATION: SMBC Eyes Stake in Aozora Bank TOMEN CORPORATION: S&P Downgrades Rating to 'CCpi' TOMEN CORPORATION: Toyota Group Investing Y30B in Bailout UFJ TSUBASA: Cutting 749 Jobs After Early Retirement Offer WEST VILLAGE: Golf Course Applies for Rehabilitation K O R E A CHOHUNG BANK: FSC Objects to Securities Issuance Abroad DAEWOO MOTOR: Polish Plant Gets $400M Debt-For-Equity Swap DAEWOO MOTOR: Floating ABS Worth W40B HYUNDAI SECURITIES: Watchdog Confirms Due Diligence KOREA ELECTRIC: Selecting Preferred Bidder in January M A L A Y S I A AMSTEEL CORPORATION: Schedules EGM on December 20 AOKAM PERDANA: Aims To Complete Restructuring Exercise BERJAYA SPORTS: Director's Dealing in Shares BERJAYA SPORTS: Unit Purchases 8% Convertible Loan Stocks CAMERLIN GROUP: Voluntarily Winding Up Unit HUME INDUSTRIES: Winding Up Unit SELOGA HOLDINGS: Unveils Supplemental Joint Venture Agreement P H I L I P P I N E S MANILA ELECTRIC: Extends Losses on Concerns Over Refund MANILA ELECTRIC: Creditors Reject Debt-Equity Swap Proposal NATIONAL BANK: In Talks With Foreign Banks For AMC Deal NATIONAL BANK: Sees Big Drop in Bad Loans Ratio NATIONAL POWER: Secures $250M Loan From Foreign Banks NATIONAL POWER: Launches Yankee Bond Exchange Offer PHILIPPINE LONG: Creation of Series CC 10% Preferred Stock PHILIPPINE LONG: Creating Series DD 10% Preferred Stock S I N G A P O R E ASIA PULP: Lenders to Sign Final Debt Deal in May HAW PAR: Voluntarily Liquidating Dormant Units NATSTEEL LIMITED: Answers Shareholders' Query NATSTEEL LTD: 98 Holdings Extends Offer Closing Date NATSTEEL LTD: Shareholders Hope to Secure Better Deal from 98 NATSTEEL LTD: Shareholders Reject Crown Central Offer SPP LIMITED: Issues Board and Audit Committee Changes T H A I L A N D NAKORNTHAI STRIP: Court Postpones Hearing to December 11 - - - - - - - - ================= A U S T R A L I A ================= AMP LIMITED: Troubled Firm Mulls Sale of British Assets ------------------------------------------------------- Struggling Australian financial services provider AMP Limited is reviewing its Virgin Money joint venture as part of a revamp of its British operations, considering the sale of its 50 percent stake in the business, the Evening Standard said. Last month, joint venture partner Virgin offered to buy back the stake. AMP will not make a decision until next year. AMP also revealed that it had written off more than GBP300 million from the value of its British assets, including hefty hits on recently acquired financial adviser Towry Law and on online adviser Ample. The company also gave more details on the A$1.2 billion (GBP 433 million) asset write downs it announced last month, of which A$850 million relate to Britain. They comprise A$612 million in National Provident Institution, A$110 million on Towry Law, A$64 million on Ample, and A$64 million in Pearl. About AMP AMP is on top -- down under. Formerly known as Australian Mutual Provident Society, the company is Australia's largest life insurer and financial services group. The company demutualized to gain cash and stock to use in making itself more competitive on the world stage. AMP's 5,000 or so representatives sell AMP's insurance and financial products, including life insurance; retirement products such as financial planning and advice, asset management and superannuating products (professionally managed retirement investment funds); banking and trust services; unit trusts; and property services. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 242, December 6, 2002) AMP LIMITED: Slashing 2,000 Jobs Worldwide ------------------------------------------ AMP Limited cut more 2,000 jobs from its global operations including 1,900 workers from its troubled British operations, as part of its restructuring exercise, AP Online reports. One hundred of the latest redundancies will hit AMP's Henderson Global Investors business around the world. The Company's shares dropped 76 cents or 5.7 percent to 12.54 dollars (7.03 US dollars) on the Australian Stock Exchange after the announcement. The shares have slumped about 30 percent this year. The financial services giant expects to write off 1.2 billion Australian dollars worth of assets this year, 850 million dollars of this in Britain. Total group restructuring costs are expected at 320 million dollars after tax and will be recognized in AMP's accounts for the year to December 31. COLES MYER: Signs Ethical Clothing Code --------------------------------------- Coles Myer became the first giant retailer to sign an ethical clothing code of practice on Wednesday, Asia Pulse reports. The code was developed by Fair Wear and the Textile, Clothing and Footwear Union (TCFU) in a bid to stamp out exploitation of outworkers. The code of practice binds Coles Myer businesses Grace Bros, Kmart and Target to ensuring their suppliers and contractors pay their employees award wages. Unions and lobby groups today welcomed Coles Myer's commitment and called on other retailers to follow suit. Fair Wear chairwoman Debbie Carstens said companies yet to sign the code included David Jones, Millers, Big W and Woolworths. "Fair Wear will be holding actions in Sydney, Melbourne and Adelaide on Tuesday the 10th of December, publicly naming those companies who refuse to sign the Code of Practice," Ms Carstens said. Coles Myer Chief Operating Officer Warren Flick said his Company was committed to ensuring their suppliers and contractors treated their employees fairly and responsibly. "Coles Myer does not tolerate the exploitation of workers in the garment industry," Flick said. TERRAPLANET LIMITED: Releases Administrators' Contact Info ---------------------------------------------------------- The contact details of the administrators of Terraplanet Limited are as follows: Administrators: Bryan Collis and Christopher Palmer Address: O'Brien Palmer Level 4, Currency House 23-25 Hunter Street Sydney NSW 2000 Telephone: (02) 9232 3322 Fax: (02) 9232 3512 In May, the Troubled Company Reporter-Asia Pacific reported that the Board of Terraplanet announced two milestones in the steady regeneration of the publishing group, a successful capital raising and the acquisition of a new magazine title. TPL confirmed the issue of 84,700,000 new shares at 1.5 cents each (together with 1 for 5 attached options exercisable at 10 cents per share on or before 31 May 2005) pursuant to the Offer Information Statement dated 1 March 2002, was successfully completed on 6 May 2002. Existing shareholders, including the Directors, subscribed for a total of 57,744,625 new shares in respect of their entitlements, representing 68.2percent of the Offer. APG Financial Services Limited, as underwriter of the issue procured subscriptions for the balance of 26,955,375 new shares. Holding statements for the shares and options under the Offer Information Statement will be dispatched by 10 May 2002. "Terraplanet has come through a difficult year of restructuring, and it is heartening to see the group back in the publishing mainstream, and growing with new titles," said Chairman Yates. TOWER LIMITED: Posts NZ74.9M Net Loss ------------------------------------- Tower Limited (TWR) reported a net loss of NZ$74.9 million for the year ending September, confirming a "most disappointing" year for the trans-Tasman business. The result includes a NZ$35.8 million write-down following the recently completed valuation of Bridges Financial Services. Excluding the write-down, the loss was NZ$39.1 million, which is in line with the interim announcement made on 1 November 2002. In 2001 the Group's net profit after tax was NZ$77.2 million (including an increase of the value of Bridges of NZ$13.2 million). Total income for the Group declined 17percent to NZ$580.6 million reflecting negative investment income in the second half of the year and the write-down in the valuation of Bridges. Lower assets under management also affected fee income. Assets under management as at 30 September 2002 were NZ$20.7 billion, a decrease of 2percent on the previous year, but an increase of 2percent when the exchange rate effect is excluded. TOWER Chairman Colin Beyer said: "Despite this most disappointing result, TOWER continues to be in a sound financial position to meet all its financial obligations. The Company have taken the tough decisions needed to ensure the future growth and profitability of TOWER." "The Group's loss is a responsibility which must be carried by the Board. Following a rigorous operational review, steps have been taken to address the underlying issues to ensure the business will move forward profitably." TOWER's results were significantly impacted by weakness in the investment market and a number of one-off costs and write-downs mainly specific to TOWER Australia, which was the major contributor to this year's poor result. All other companies in the TOWER Group recorded positive operational results, despite the difficult conditions. The estimated effect on profit of these factors is as follows: * Poor investment markets NZ$26 million * Write-offs of capitalized IT and other expenses NZ$31 million * Write down in carrying value of Bridges NZ$36 million * Operational and experience losses in TOWER Australia NZ$44 million * Restructuring costs NZ$10 million GROUP CEO APPOINTMENT SOON Beyer said the appointment process for a new Group Chief Executive was nearing completion, and it was anticipated an announcement would be made before year-end. The Board appreciates that this matter is of widespread interest and has carried out thorough and comprehensive international search. NO FINAL DIVIDEND Beyer confirmed that a final dividend will not be paid, although the Board intends to recommence dividends for the current year if profit targets are met. POSITIVE INDICATORS FOR THE FUTURE TOWER Group Chief Executive Keith Taylor stated: "It is not surprising that the loss announced by the Group overshadowed a number of important highlights. However these should be emphasized as there have been a significant number of positives in the 2001/2002 year." THESE INCLUDE: * Business and market share growth in the risk business in New Zealand. * The progress and early successes from the TOWER CU Alliance growth initiatives working with selected Australian Credit Unions. * The winding up of the TOWER Safe Trust. * TOWER Asset Management New Zealand's strong investment performance and new business growth. * TOWER New Zealand maintaining its position as New Zealand's largest retail funds manager. * Bridges increased profits and funds under management. * Extensive reorganization of the New Zealand (TOWER New Zealand) and Australian (TOWER Australia) operations, aimed at simplifying and reducing the costs of the business structures and enabling increased co-ordination and cohesion. Taylor added: "The recent and significant changes to TOWER's management, structure and finances are aimed at providing a strong base going forward. These changes and strategic initiatives will bring a clearer, simpler focus to TOWER's business in wealth management and risk insurance in Australia and New Zealand. The financial plan for TOWER for 2002/2003 provides for a return to more normal profitability levels. The groundwork has been laid for this and, to date, performance expectations are being met for the current financial year." The Troubled Company Reporter-Asia Pacific reported that analysts believe the beleaguered New Zealand fund manager and insurer must convince investors it has a clear recovery strategy following last month's shock profit warning. Before the downgrade, analysts had expected the company to post profit of around NZ$70 million, rosier than the after-tax loss of NZ$30-40 million ($15-20 million) the company now projects. "What we are looking for is a bit more feedback and confirmation on what exactly has caused the loss, and some of their valuation metrics," one analyst, who asked not to be identified, told Reuters in an interview. The former state-owned insurer has warned that flopped investments in U.S. fixed income securities and technology and restructuring charges in its Australian operations have dragged it into the red. In addition Tower has flagged the prospect of a write-down in its Australian master trust business, Bridges, and a larger bottom-line loss. For further information contact: Keith Taylor Karyn Fenton GROUP CHIEF EXECUTIVE GROUP COMMUNICATIONS MANAGER Mobile: 64 21 436 833 Ph: 64 4 498 7397/Cell: 64 21 598 161 ================================ C H I N A & H O N G K O N G ================================ JADE DYNASTY: Narrows Net Loss to HK$3.91M ------------------------------------------ Jade Dynasty Food Culture Group posted a loss of HK$3.91 million in the six months ending September 30, versus a loss of HK23.64 million a year earlier, the Standard reports. The results was attributable to the cutting losses from operations such as Gather Food Camp in Causeway Bay in September 2001 and Fishermen's Wharf in April 2002. Considering the challenging environment in the food and beverage industry in Hong Kong, the directors said they would continue to implement stringent cost controls. KOMPASS LIMITED: Winding Up Petition Set For January 8 ------------------------------------------------------ Kompass (Hong Kong) Limited faces a winding up petition, which the High Court of Hong Kong will hear on January 8, 2003 at 9:30 a.m. Lui Lap Wai of Room 1032, Herring Gull House, Sha Kok Estate, Shatin, New Territories, Hong Kong filed the petition on October 25, 2002. Tam Lee Po Lin, Nina represents the petitioners. 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 27th Floor, Queensway Government Offices, 66 Queensway, Hong Kong, Hong Kong. TSE SUI: Posts Interim Loss of HK$14.41M ---------------------------------------- Jewellery maker Tse Sui Luen Jewellery (International) narrowed its interim loss to HK$14.41M for the six months ending August, versus a loss of HK$21.48M loss a year ago, the Standard reports. In 2000, the Company agreed with its bankers to reduce its bank borrowings in Hong Kong from about HK$339M to HK$150M within five years and three months. As part of the pack, TSL is also required to make minimum fixed repayments of HK$24M annually. The group is also obliged to dispose of its non-core assets and its board of directors said it was currently negotiating to sell off some of its property assets. Since the debt restructuring deal was reached, the firm has repaid HK$132M and, as of August 31, still has HK$267M in bank debt outstanding. ================= I N D O N E S I A ================= BANK NIAGA: CAHB Will Not Increase Stake in Bank ------------------------------------------------ Commerce Asset-Holding Bhd (CAHB) will not increase its current 51 percent stake in PT Bank Niaga anytime soon, Credit Assess reports, citing CAHB director Dr Rozali Mohamed Ali. In November, CAHB completed the purchase of a 51 percent interest in Bank Niaga from the Indonesian Government for US$115 million or RM435.63 million. Meanwhile, the Edge reported that CAHB would focus on building Bank Niaga's commercial and investment operations. INDAH KIAT: Widens Net Loss to US$228.09 ---------------------------------------- Indah Kiat posted a net loss of $228.09 million in the 9 months to September, versus a loss of $166.90 million a year earlier, Dow Jones reports. All figures are in U.S. dollars. Nine months ended Sept. 30: 2002 2001 Net Profit (US$228.09 Mln) (US$166.90 Mln) Sales 923.00 Mln 840.48 Mln Earnings Per Share (0.04) (0.03) Figures in parentheses are losses. Figures are unaudited and based on local accounting standards. According to the Troubled Company Reporter-Asia Pacific, PT Indah Kiat Pulp & Paper, the Indonesian unit of Singapore's Asia Pulp & Paper Co. (APP), was flat at 120 rupiah on 12.6 million shares, coming off a high of 125 in early trade after news the its parent Company has signed a memorandum of understanding with major creditors to restructure its debt over a 10-year period. Indah Kiat reported a net loss of $190.4 million during the first half of this year from $46.8 million the previous year. The pulp and paper producer owes about $1 billion to IBRA. ========= J A P A N ========= HOKKAIDO INTERNATIONAL: Floats Y2B of New Shares ------------------------------------------------ Insolvent Hokkaido International Airlines, widely known as Air Do, will raise 2 billion yen through a third-party new share allotment scheme. The injection will replace some of its 7.2 billion yen in capital, which it will use to pay off its debts under its rehabilitation plan, Kyodo News reports. MIZUHO ASSET: S&P Places BBB Rating on Credit Watch --------------------------------------------------- Standard & Poor's Ratings Services said on Thursday that it had placed its 'BBB-' long-term senior debt rating on Mizuho Asset Trust & Banking Co. Ltd. (Mizuho Asset) on CreditWatch with positive implications and affirmed its 'BBB' long-term and 'A-3' short-term counter-party ratings on Mizuho Bank Ltd. and Mizuho Corporate Bank Ltd., following the announcement of the Mizuho group's business reorganization plan. The outlooks on the long- term ratings on the two banks remain negative. According to the plan, announced on December 4, Mizuho will establish a new financial holding company, which will encompass the existing holding company, Mizuho Holdings Inc., together with other non-bank financial companies. Mizuho Holdings will become the intermediate holding company for the group's bank and securities subsidiaries. At the same time, the group will merge its two trust banks, Mizuho Trust & Banking Co. (not rated) and Mizuho Asset, and transfer its trust, asset management, and custody business subsidiaries directly to the new holding company. Furthermore, Mizuho plans to transfer the existing non- performing loans of the three banks, Mizuho Bank, Mizuho Corporate Bank, and Mizuho Asset, to a separate entity, which will be held under the existing holding company. The new holding company also plans to raise capital, although the size and form of the capital to be raised have not yet been decided. "The senior debt rating on Mizuho Asset is likely to be positively affected by the company's merger with Mizuho Trust & Banking," said Yuri Yoshida, a credit analyst at Standard & Poor's in Tokyo. "Mizuho Trust & Banking is a well-positioned, wholesale-focused trust bank with a limited amount of risk assets on its balance sheet. The merger should mitigate the negative factors that have kept the rating on Mizuho Asset below those of Mizuho Bank and Mizuho Corporate Bank, such as its weaker financial and business profile," she added. In resolving the Credit Watch status of the senior debt issued by Mizuho Asset, Standard & Poor's will evaluate the details of the merger scheme, along with the financial profile and business strategy of the new entity, through meetings with both Mizuho Asset and Mizuho Trust & Banking. The reorganization plan will not immediately affect the ratings on Mizuho Bank and Mizuho Corporate Bank. The plan will enable the banks to transfer their non-performing loans to a new entity and focus on their banking business. However, as the new entity and the two banks will be held under a common holding company, Mizuho Holdings, they will still share risks and benefits from each other's operations. It is still uncertain whether the establishment of the new entity will significantly speed up the disposal of bad loans. Depending on the amount and form of capital to be raised, the proposed capital enhancement could have a positive impact on the ratings on all Mizuho group entities. However, if the capital is in the form of preferred instruments, the positive impact will be limited, due to the already large proportion of preferred instruments in the group's capital. "Although the reorganization may have some positive business implications, Standard & Poor's is concerned that Mizuho's efforts to strengthen its position and boost its profitability will be constrained by the difficult operating environment," said Ms. Yoshida. The negative outlook reflects the Mizuho group's vulnerability to further deterioration in Japan's economy, and the expectation that it will take a long time for Mizuho Bank and Mizuho Corporate Bank to regain independent financial strength. In addition, the ratings on the banks could be lowered if the likelihood of government support decreases. MIZUHO ASSET: JCR Ratings Under Credit Monitor ---------------------------------------------- Japan Credit Rating Agency (JCR) has placed the A-, BBB+ and BBB ratings of Mizuho Asset Trust & Banking Co., Ltd. on the following senior debts, dated subordinated notes and undated (perpetual) subordinated notes under Credit Monitor, respectively. Issuers: Mizuho Asset Trust & Banking Co., Ltd. and MHAT Finance (Aruba) A.E.C. Program: Subordinated Euro Medium Term Note Programme Maximum: equivalent of Y300 billion Program Established: August 22, 1997 Maturities: more than 5 years (subordinated notes: BBB+) No maturity date (undated subordinated notes: BBB) RATIONALE: Mizuho Holdings announced the restructuring plan for Mizuho Financial Group. It will turn Mizuho Trust & Banking, wholly- owned subsidiary of it, into a subsidiary of Mizuho Financial Group to be established anew and will have the subsidiary merge with Mizuho Asset Trust & Banking in March 2003 to integrate the group trust operations. The consolidation of the two group trust banks is expected to allow the group to strategically restructure the trust and asset management operations of the group. Mizuho Asset Trust & Banking will divest itself of the non-performing assets. JCR will pay close attention to the future developments as to the sales base, business model, capital base and asset quality of the new bank to be born as a result of the merger. MIZUHO HOLDINGS: Outlines Business Reorganization ------------------------------------------------- On November 25, 2002, the Mizuho Financial Group announced the 'Mizuho Change & Speed-Up Program' to change and accelerate the deployment of business strategies and to accelerate cost structure reforms primarily of the core subsidiaries including Mizuho Bank, Ltd. (MHBK), Mizuho Corporate Bank, Ltd. (MHCB) and securities and trust subsidiaries. In accordance with the purpose of the 'Program for Financial Revival' issued by the Financial Services Agency, as well as in order to cope with the recent severe business environment, the Company will relate the Mizuho Financial Group program it will implement, titled 'Business Reorganization.' Through the 'Business Reorganization,' the Company will reform the group strategy drastically in order to enhance our competitiveness, secure high-level and stable profitability and maximize the corporate value on a group basis. The reorganization of the management structure, scheduled in March 2003,S is subject to the appropriate regulatory approval and other procedures in Japan and all related countries. Framework of the 'Business Reorganization' 1. Further reinforcement of comprehensive financial services capabilities (1) Establish a new financial holding Company named 'Mizuho Financial Group, Inc.' ('MHFG') (provisional name) in order to dramatically improve the comprehensive financial services capabilities of the group. (2) Place the existing holding Company as an intermediate holding Company for the group's banks and securities subsidiaries to strengthen the synergistic cooperation between MHBK and MHCB, as well as between the banking and securities subsidiaries according to customer segments. (3) Strategically reorganize trust, asset management, and custody business subsidiaries and place these companies directly under the new financial holding Company. 2. Acceleration of non-performing loan ('NPL') disposal and aggressive pursuit of the corporate revival business based on the purpose of the Program for Financial Revival (1) Further tighten assessment of assets by elaborating the self-assessment standard (2) Promptly conduct disposition or revival of the NPLs that are classified as 'need special attention' or below by separating these NPLs from the group's banking sector through the utilization of a separate entity and/or framework for corporate revival. 3. Further reinforcement of financial strength (1) Raise capital through the market in order to further reinforce the financial strength. (2) Make a conservative review of deferred tax assets based on risk scenarios. 4. Strict implementation of the 'Mizuho Change & Speed-up Program' (announced on November 25) 1. Further reinforcement of comprehensive financial services capabilities (1) Establish a new financial holding Company named 'Mizuho Financial Group, Inc.' ('MHFG') (provisional name) in order to dramatically improve the comprehensive financial services capabilities of the group. a) In addition to the existing group management framework centered on the four core subsidiaries, MHFG will directly manage other primary subsidiaries, enhance groupwide synergy and strengthen its profitability swiftly. b) MHFG will realize the consolidation effects promptly by strengthening cost competitiveness through consolidation of the group's affiliates and utilization of a common infrastructure, etc. - Promptly consolidate system related subsidiaries and asset management subsidiaries. - Further expand the earning base in such growing business areas as credit card and asset management businesses, and promote various measures such as utilization of the group's think-tank functions and common IT infrastructure. (2) Place the existing holding Company as an intermediate holding Company for the group's banks and securities subsidiaries to strengthen the synergistic cooperation between MHBK and MHCB, as well as between the banking and securities subsidiaries according to customer segments. a) In conjunction with the establishment of MHFG, Mizuho Holdings, Inc. ('MHHD') will be reformed as an intermediate holding Company to manage the banking and securities business sector. - The intermediate holding Company will be devoted to further strengthen synergistic cooperation between MHBK and MHCB, as well as between the banking and securities subsidiaries. b) According to customer segments, Mizuho Securities Co., Ltd. ('MHSC') will be placed under MHCB, and Mizuho Investors Securities Co., Ltd. ('MISC') will be placed under MHBK. c) MHSC will transfer its retail business to MISC. - MHFG will request to revise the Article 65 of the Securities and Exchange Law to enable MHBK and MISC, and MHCB and MHSC, respectively, to merge to enhance customer convenience. d) A joint marketing relationship with Shinko Securities Co, Ltd. has already been established for underwriting business. (3) Strategically reorganize trust, asset management, and custody business subsidiaries and place these companies directly under the new financial holding Company. a) Unify the trust banking business, and centralize the management of the group's trust and asset management sector including Trust & Custody Services Bank, Ltd. ('TCSB') and asset management subsidiaries. - Mizuho Trust & Banking Co., Ltd. ('MHTB') and Mizuho Asset Trust & Banking Co., Ltd. ('MHAT') will be merged after placing MHTB, a currently wholly owned subsidiary of MHHD, under MHFG. - MHTB will secure its existing high credit rating. - MHAT will separate and remove its NPLs that are classified as 'need special attention' or below and accelerate the final disposition, utilizing a separate entity and/or framework for corporate revival. - TCSB will be placed as a direct subsidiary under MHFG in order to clarify its position as a common vehicle for asset management business for the group, and provide high quality financial services to customers not only for the group companies but also for non-group companies. 2. Acceleration of NPL disposal and aggressive pursuit of the corporate revival business based on the purpose of the Program for Financial Revival (1) Further tighten assessment of assets by elaborating the self-assessment standard. a) Elaborate the self-assessment standard based on the 'Framework of the New Financial Administration' included in the Program for Financial Revival. - Elaborate the self-assessment standard, including application of Discounted Cash Flow type methods to large borrowers who are classified as 'need special attention.' (2) Promptly conduct disposition or revival of the NPLs that are classified as 'need special attention' or below by separating these NPLs from the group's banking sector through the utilization of a separate entity and/or framework for corporate revival. a) MHBK, MHCB and MHAT will separate and remove NPLs that are classified as 'need special attention' or below and accelerate their final disposition and corporate revival. b) Pursue early termination of the NPL issue, utilizing a separate entity and/or framework for corporate revival. c) Make a prompt assessment of NPLs as to the possibility of revival and accelerate disposition or support by strengthening cooperation with Resolution and Collection Corporation, Corporate Revivals Organization and other corporate reconstruction funds. - Having separated and removed NPLs, MHBK, MHCB and MHAT will further strengthen their fund providing function in their respective marketplaces. 3. Further reinforcement of financial strength (1) Raise capital through the market in order to further reinforce the financial strength. a) MHFG will raise the capital necessary for this reorganization through the market. (2) Make a conservative review of deferred tax assets based on risk scenarios. a) Based on the 'Framework of the New Financial Administration' included in the Program for Financial Revival, MHFG will review its deferred tax assets, estimating the taxable income conservatively based on risk scenarios. - Partially withdraw deferred tax assets. 4. Strict implementation of the 'Mizuho Change & Speed-up Program' On November 25, 2002, the Mizuho Financial Group announced the 'Mizuho Changing & Speed-up Program' including cost structure reforms and strengthening of corporate governance as follows: (1) Principal restructuring plans a) Decrease in the number of board members, executive officers and employees and salary cut - Additional decrease in the number of board members and executive officers (-20percent), and 30percent cut in yearly compensation - Reduction of 6,300 employees, and average 10percent cut in annual compensation b) Reduction of domestic branches and overseas offices - Reduction of 120 domestic branches - 460 branches as of March 2004 (30percent reduction compared with march 1999) - Reduction of 13 overseas offices - 43 offices as of March 2004 (60percent reduction compared with March 1999) (2) Strengthening of corporate governance a) Achieve a management structure that is slim and speedy. - Reduction in the number of board members and executive officers by 20percent b) Secure transparency in management and clear accountability. - Increase in the number of outside directors For Inquiries: Public Relations Mizuho Holdings, Inc. Phone: 81-3-5224-2026 NIPPON TELEGRAPH: Unions Will Not Demand Salary Increase -------------------------------------------------------- The labor union of Nippon Telegraph and Telephone Corporation decided not to ask for a basic monthly salary increase next spring for eight major group firms to boost labor mobility within the group, the Nihon Keizai and AFX Asia reported on Thursday. The group firms include NTT DoCoMo Inc, NTT East Corp and NTT West Corp. The union, which has 200,000 members and covers all group Company unions, also will not request a performance-based allowance for group firms that are performing relatively well, such as DoCoMo and NTT Data Corp. The unions of three NTT group companies sought a performance-based allowance averaging 2,000 yen a month in labor-management negotiations this past spring. NTT COMM: Implementing Cost Cutting Scheme at U.S. Unit ------------------------------------------------------- NTT Communications Corp., a unit of Nippon Telegraph and Telephone Co. (NTT), aims to cut costs at its unit Verio Inc. to return the U.S. Company to profitability in 2005, Bloomberg reports, citing Chief Executive Officer Masanobu Suzuki. NTT's international phone service unit is planning to cut 1,550 of the 3,250 jobs at Verio and reduce the number of data centers at the Company to nine from 46. Verio posted a $1.58 billion loss on revenue of $325 million for the year ended December 2001. It had a loss of $777 million on $328 million in sales the previous year. SOFTBANK CORPORATION: SMBC Eyes Stake in Aozora Bank ---------------------------------------------------- Sumitomo Mitsui Banking Corp (SMBC) informed the Financial Service Agency (FSA) its intention to buy an equity stake of 49 percent held by Softbank Corporation in Aozora Bank, formerly Nippon Credit Bank (NCB), Kyodo News said on Thursday. The Troubled Company Reporter-Asia Pacific reported that Softbank Corporation posted a group net loss of 55.8 billion yen (US$463 million) for the first half of this year to March, hit by heavy losses on shareholdings in Internet-related companies. On an operating basis, the Company's loss ballooned to 31.20 billion yen from last year's 8.70 billion yen, although revenues rose 4.2 percent to 191.05 billion yen. TOMEN CORPORATION: S&P Downgrades Rating to 'CCpi' -------------------------------------------------- Standard & Poor's Ratings Services has lowered its corporate credit rating on Tomen Corp. to 'CCpi' from 'CCCpi', based on the increased likelihood that the company will request debt restructuring from its main bank, UFJ Bank Ltd., in the coming months. Tomen recently requested additional capital injections from the Toyota group, its 12 percent shareholder, in an attempt to strengthen its equity base. In the first half of fiscal 2002 (ended Sept. 30, 2002), the company also posted an extraordinary profit by buying back debt from some of its banks, suggesting that the banks were hesitant to continue providing financing to the company. Based on these factors, Standard & Poor's believes that Tomen's financing stability is under significant pressure, making it more likely that the company will request a debt-for- equity exchange or debt forgiveness from its major creditors. "Although Tomen took business restructuring measures after receiving debt forgiveness in 2000, its financial profile is still very weak, with equity of Y5 billion compared with an asset size of Y1.3 trillion," said Takahiro Saimen, a credit analyst at Standard & Poor's in Tokyo. The rating on Tomen will be lowered to 'SD' if either an exchange of debt for equity, or debt forgiveness is effected. The 'SD' rating will indicate that Tomen's debt restructuring, affecting only certain bank debt, constitutes a selective default under Standard & Poor's criteria. TOMEN CORPORATION: Toyota Group Investing Y30B in Bailout --------------------------------------------------------- The Toyota Group including Toyota Tsusho Corporation and Toyota Motor Corporation has decided to bail out Tomen Corporation, according to Kyodo News on Thursday. The two firms are in final stages of talks to strike a deal. The plan calls for the group to invest 30 billion yen into the trading firm through an increase in capitalization and the key player in the deal would be Toyota Tsusho, Toyota Motor's trading arm. The deal would also allow the Toyota group to send directors to the Tomen board. UFJ TSUBASA: Cutting 749 Jobs After Early Retirement Offer ---------------------------------------------------------- UFJ Tsubasa Securities Co. announced that 749 employees had accepted the Company's voluntary retirement offer, which along with natural attrition will help it trim its work force to 3,200 by March from 4,022 as of September 30, Dow Jones said on Wednesday. The offer will leave the Company with a special loss of 6.1 billion yen for this fiscal year ending March 31. The move aims to speed up its restructuring amid a slump in stock broking commission revenues. UFJ Tsubasa was created June 1 through the merger of Tsubasa Securities and UFJ Capital Markets Securities. The brokerage also plans to cut the number of its branches to fewer than 90 by March. WEST VILLAGE: Golf Course Applies for Rehabilitation ---------------------------------------------------- West Village KK, which has total liabilities of 39.9 billion yen, recently applied for civil rehabilitation proceedings, according to Tokyo Shoko Research. The golf course has 140 employees and is located at Minato-ku, Tokyo, Japan. ========= K O R E A ========= CHOHUNG BANK: FSC Objects to Securities Issuance Abroad ------------------------------------------------------- The Financial Supervisory Commission (FSC) has objected to issuing securities abroad in the face of an impending strike by Chohung Bank's union to protest the sale of the bank, the Korea Herald said on Thursday. "It would be wise for the bank to refrain from the issuance until the uncertainties are cleared up," FSC said. This may mean Chohung won't be able to meet the 10 percent BIS (Bank for International Settlements) capital adequacy ratio by the end of 2002 as required in the memorandum of understanding (MOU) it previously signed with Korea Deposit Insurance Corporation. The bank had been planning to issue around $250 million (300 billion won) of hybrid securities this month to shore up its BIS ratio from the 9.6 percent recorded last month to 10.2-10.3 percent. Hybrid securities refer to securities carrying the characteristics of both stocks and bonds that pay a predictable (fixed or floating) rate of return to the their holders. DAEWOO MOTOR: Polish Plant Gets $400M Debt-For-Equity Swap ---------------------------------------------------------- Daewoo-FSO Motor Corporation, a unit of Daewoo Motor Co., will swap $400 million in debt owed by the Polish unit into equity, the Seoul Economic Daily and Dow Jones reports. Through the debt-for-equity swap, South Korean creditors will acquire a 26 percent stake in the new Company. The Polish government will also cooperate in normalizing Daewoo-FSO by cutting taxes and helping the Company look for alliance partners. Daewoo-FSO has production capacity of 240,000 units a year. The unit has built up an estimated 4.4 billion zlotys ($1=PLZ3.99) in debt to Korean suppliers and banks and has had difficulty procuring parts since Daewoo Motor went bankrupt in November 2000. Daewoo Motor now owns 88.7 percent of Daewoo-FSO, with 9.2 percent held by Poland's State Treasury. DAEWOO MOTOR: Floating ABS Worth W40B ------------------------------------- Daewoo Motor Sales Corporation said it has floated asset-backed securities (ABS) worth 40 billion won at a cost of 6.5 percent, the Korea Herald said on Thursday. The proceeds from the debt sale would be used to repay existing debts with high costs. With the debt sales, the corporation's debts will be reduced to 81.8 billion won from the current level of 121.8 billion won. The corporation's debt-to-equity ratio stood at 91.9 percent at the end of September. In the year to date, the corporation has floated asset-backed securities worth 179 billion won. HYUNDAI SECURITIES: Watchdog Confirms Due Diligence --------------------------------------------------- Deloitte Touche Tohmatsu began a due diligence on Hyundai Securities last month, raising speculation that the government was seeking to wrap up the restructuring of the three Hyundai Group financial units, the Korea Herald said on Thursday, citing Director General Lee Doo-hyung of the Financial Supervisory Service. Lee stressed the due diligence was not necessarily connected to the sale of the brokerage, saying its purpose was to measure Hyundai Securities' financial situation, since much time has passed since its sales negotiations with AIG in 2001. He also said nothing is definite in the government's future plans for Hyundai Securities, including who will acquire it and when. The report said that the government is most likely searching for a domestic buyer for Hyundai Securities, since Prudential Financial of the United States said this October that it would acquire Hyundai Investment Trust & Securities and Hyundai Investment Trust & Management, but not the brokerage unit. KOREA ELECTRIC: Selecting Preferred Bidder in January ----------------------------------------------------- Korea Electric Power Corporation plans to select a preferred bidder for one of its power generation plants in January, rejecting market speculation that it will sell the unit to SK Corp. "The rumor is not true... We haven't chosen a preferred bidder yet, [that choice] will be made in January," KEPCO said in a statement to the stock exchange. It said it has asked 14 prospective buyers, six local and eight international firms, to submit a proposal for the auction. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 241, December 5, 2002) =============== M A L A Y S I A =============== AMSTEEL CORPORATION: Schedules EGM on December 20 ------------------------------------------------- The Extraordinary General Meeting (EGM) of Amsteel Corporation will be held at the Meeting Hall, Level 48, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur on 20 December 2002 at 3.15 pm or immediately after the Twenty-Seventh Annual General Meeting of the Company scheduled to be held on the same day at 3.00 pm, whichever shall be the later, for the purpose of considering and, if thought fit, passing the following resolution as an Ordinary Resolution: ORDINARY RESOLUTION PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE AND PROPOSED GENERAL MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE That approval be given for the Company and its subsidiary companies to enter into the recurrent related party transactions of a revenue or trading nature which are necessary for its day- to-day operations as detailed in Section 3.3 (Recurrent Transactions) and with those related parties as detailed in Section 3.2 of the Circular to Shareholders of the Company dated 4 December 2002 subject to the following: i) The transactions are in the ordinary course of business and are on terms not more favorable than those generally available to the public and are not to the detriment of the minority shareholders of the Company; and ii) Disclosure is made in the annual report of the breakdown of the aggregate value of transactions conducted pursuant to the shareholders' mandate during the financial year, amongst others, based on the following information: a) The type of the Recurrent Transactions made; and b) The names of the related parties involved in each type of the Recurrent Transactions made and their relationship with the Company; AND THAT authority conferred by this Ordinary Resolution shall continue to be in force until: i) The conclusion of the next annual general meeting of the Company at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; ii) The expiration of the period within which the next annual general meeting after that date is required to be held pursuant to section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to section 143(2) of the Act); or iii) Revoked or varied by resolution passed by the shareholders in general meeting; whichever is the earlier, AND THAT the Directors be and are hereby authorized to complete and do all such acts and things (including executing such documents as may be required) to give effect to the transactions contemplated and/or authorized by this Ordinary Resolution. Notes: 1. A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized in writing or, if the appointor is a corporation under seal or under the hand of an officer or attorney duly authorized. 2. An instrument appointing a proxy executed in Malaysia need not be witnessed. The signature to an instrument appointing a proxy executed outside Malaysia shall be attested by a solicitor, notary public, consul or magistrate. 3. The instrument of proxy shall be deposited at the Registered Office of the Company, Level 46, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the Meeting. AOKAM PERDANA: Aims To Complete Restructuring Exercise ------------------------------------------------------ Aokam Perdana plans to complete its corporate restructuring exercise, which will see the entry of a potential white knight, as fast as possible, CreditAsses.com reports. The Company is now negotiating with a potential white knight to inject a profitable business that could put the group on a sound financial footing under its proposed restructuring plan. Last month, the ailing timber Company entered an agreement with Amalan Menang Sdn Bhd (AMSB) for a proposed rescue via debt restructuring scheme that include a debt settlement, acquisition, fund raising exercise and waiver for a mandatory general offer. BERJAYA SPORTS: Director's Dealing in Shares -------------------------------------------- With effect from November 18, 2002, Berjaya Sports Toto Berhad (Btoto) was in the closed period for dealing in its securities by its Directors pending the announcement of its results for the second financial quarter ending October 31, 2002. The Company has received a notification from Tan Sri Dato' Seri Vincent Tan Chee Yioun, a Director and Chief Executive Officer of the Company, of his intention to deal in the securities of the Company during the closed period as follows: "I, Tan Sri Dato' Seri Vincent Tan Chee Yioun, a Director/Chief Executive Officer of Berjaya Sports Toto Berhad BToto currently has interests in BToto as follows: No. of shares percent a) Direct interest 27,197,000 3.98 b) Indirect interest 298,825,172 43.75 326,022,172 47.73 No.of ICULS* percent a) Direct Interest 36,716,951 5.91 b) Indirect interest 401,178,129 64.53 437,895,080 70.44 * 8 percent Irredeemable Convertible Unsecured Loan Stocks 2002/2012 In compliance with Paragraph 14.08 of the Kuala Lumpur Stock KLSE Listing Requirements in relation to directors' dealings in the securities of their public listed companies during the closed periods, I wish to inform KLSE that I intend to deal in the securities of BToto through the stockbrokers during the closed period pending the announcement by BToto of its results for the second financial quarter ended 31st October 2002. Details of the transaction will be announced to KLSE within one (1) full trading day after the transaction." BERJAYA SPORTS: Unit Purchases 8% Convertible Loan Stocks --------------------------------------------------------- The Board of Directors of Berjaya Sports Toto Berhad announced that its unit FEAB Properties Sdn Bhd has purchased irredeemable convertible unsecured loan stocks (ICULS) in BToto as follows: 1. Date of Purchase: 4 December 2002 2. Number of ICULS Purchased: 83,000 3. Minimum price paid for each ICULS: RM2.68 4. Maximum price paid for each ICULS: RM2.75 5. Total consideration paid: RM226,419.33 6. Total number of ICULS held to-date: 7,212,000 7. Cumulative consideration: RM20,563,891.35 paid to-date The Company has obtained the necessary approvals for the above purchase of ICULS up to an amount not exceeding RM1.2 billion. Details on the ICULS purchase were disclosed in the Company's Circular to Shareholders dated 5th April 2002 and the Abridged Prospectus relating to the Rights Issue of ICULS dated 20th June 2002. CAMERLIN GROUP: Voluntarily Winding Up Unit ------------------------------------------- Camerlin Group Berhad (CGB) will place Simen Hidrolik Sdn Bhd Simen Hidrolik (formerly known as Malex Manufacturing Sdn Bhd), a wholly-owned subsidiary of the Company, under Member's Voluntary Winding-up pursuant to Section 254(1)(b) of the Companies Act, 1965. Ling Kam Hoong (I.C. No. 391019-08-5069) of Messrs Ling Kam Hoong & Co., No. 6-1, Jalan 3/64A, Udarama Kompleks, Off Jalan Ipoh, 50350 Kuala Lumpur will be appointed as liquidator of Simen Hidrolik. Simen Hidrolik was principally involved in the manufacture of fiber cement products and subsequently ceased its operation with effect from 31 July 2000. Simen Hidrolik has remained dormant since then and there are no plans to activate it. There is no loss arising from the voluntary winding-up of Simen Hidrolik. The voluntary winding-up of Simen Hidrolik will not have any material impact on the net tangible assets and earnings per share of the CGB Group for the financial year ending 31 December 2002. HUME INDUSTRIES: Winding Up Unit -------------------------------- Hume Industries (Malaysia) Berhad (HIMB) said it will place Dynamic Link Resources Sdn Bhd Dynamic Link (formerly known as Hume Roofing Industries Sdn Bhd), a wholly-owned subsidiary of the Company, under Member's Voluntary Winding-up pursuant to Section 254(1)(b) of the Companies Act, 1965. Ling Kam Hoong (I.C. No. 391019-08-5069) of Messrs Ling Kam Hoong & Co., No. 6-1, Jalan 3/64A, Udarama Kompleks, Off Jalan Ipoh, 50350 Kuala Lumpur will be appointed as liquidator of Dynamic Link. Dynamic Link was principally involved in manufacture and sale of roofing tiles and subsequently ceased its operation during the financial year ended 30 June 1993. Dynamic Link remained dormant since then and there are no plans to activate it. There is no loss arising from the voluntary winding-up of Dynamic Link. The voluntary winding-up of Dynamic Link will not have any material impact on the net tangible assets and earnings per stock unit of the HIMB Group for the financial year ending 30 June 2003. SELOGA HOLDINGS: Unveils Supplemental Joint Venture Agreement ------------------------------------------------------------- AmMerchant Bank, on behalf of Seloga Holdings Berhad, announced that the Second Supplemental Joint Venture Agreement in relation to the Proposed Joint Venture has been executed on 4 December 2002 between the Company, its wholly-owned subsidiary, Seloga Jaya Sdn Bhd (Seloga Jaya) and Segi Resources Sdn Bhd, hence, formalizing the variations to the terms of the Irredeemable Convertible Unsecured Loan Stock (ICULS) as well as the Proposed Joint Venture as set out in the announcement dated 20 November 2002. The Second Supplemental JVA is in addition to the joint venture agreement between Seloga Jaya and Segi Resources dated 31 January 2002 (JVA) and as well as the first supplemental agreement to the JVA dated 26 July 2002 between the Company, Seloga Jaya and Segi Resources for the construction and completion of low cost flats, medium cost terrace houses, single storey shops and double storey shop offices wherein it involves the issuance of ICULS by the Company to Segi Resources. The Second Supplemental JVA sets out the following variations to the terms of the proposed ICULS as well as the Proposed Joint Venture: (i) The formula to be used to determine the portion of the proposed ICULS to be convertible to be based on the value of the contract of RM464 million; (ii) To extend the tenure of the ICULS from 6 years presently to 7 years; and (iii) In the event the tenure of the works relating to the Proposed Joint Venture exceeds the tenure of the ICULS, Seloga Jaya is to pay Segi Resources' 30 percent of profits (computed based on 17.24 percent of the contract sum) generated from the Proposed Segi-Seloga Jaya JV for the period commencing from the maturity of the ICULS until completion of the said joint venture in cash as and when revenue is recognized All other terms relating to the Proposed Joint Venture and proposed ICULS remains unchanged as per the announcements made by AmMerchant Bank on behalf of the Company dated 4 February 2002 and 26 July 2002 (and released by the Kuala Lumpur Stock Exchange on July 27, 2002). ===================== P H I L I P P I N E S ===================== MANILA ELECTRIC: Extends Losses on Concerns Over Refund ------------------------------------------------------- Manila Electric Co. extended losses in early trade on continuing concerns over its implementation of an estimated 11.5 billion pesos refund to customers, AFX Asia reported on Thursday. The report said Meralco's creation of a committee to formulate and oversee its viability plan is not enough to ease these concerns, with most investors wanting to see concrete measures for the refund and the Company's survival. Meralco B fell 0.40 pesos or 4.21 percent to 9.10 on 1.093 million shares. Meralco A fell 0.30 or 3.37 percent at 8.60 on 25,000 shares. MANILA ELECTRIC: Creditors Reject Debt-Equity Swap Proposal ----------------------------------------------------------- Creditors of Manila Electric Co. (Meralco) have rejected proposals for a debt-equity swap, the Philippine Star reports. According to Omar Byron T. Mier, Executive Vice President of the Philippine National Bank (PNB), the restructuring of Meralco's debts including interests is sufficient, and that the proposal is not necessary. The creditors, headed by Citibank, have agreed to work for a restructuring of Meralco's P31-billion debt. "After all, they (Meralco) have the ability to pay for their principals without the restructuring," said one creditor. Meralco has over 5 billion pesos in debts with Citibank and 2 billion pesos apiece with the Development Bank of the Philippines (DBP) and PNB. The creditors agreed that three complementing factors have to be in place for a successful restructuring of Meralco's debts. NATIONAL BANK: In Talks With Foreign Banks For AMC Deal ------------------------------------------------------- The Philippine National Bank is in talks with foreign banks for an Asset Management Company (AMC) that would handle 70 billion pesos worth of bad loans and assets, the Philippine Star and AFX Asia reported. PNB President Lorenzo Tan said that 40 billion pesos in non- performing loans and another 27 billion pesos of foreclosed property would be turned over to an AMC once Congress passes legislation allowing special purpose asset vehicles. NATIONAL BANK: Sees Big Drop in Bad Loans Ratio ----------------------------------------------- The Philippine National Bank (PNB) projects that the level of its non-performing loans (NPL) will fall by another 8-billion pesos by the first quarter in 2003. The bank's bad loans will be reduced to 35 billion pesos, down from 43 billion pesos at the start of this year, the Philippine Star said on Thursday. PNB ended 2001 with a total of P54 billion in bad loans. The "soon-to-be recovered" 8 billion pesos will come from the 4.8-billion pesos loan of the debt-ridden National Steel Corp. (NSC) and another P4 billion from Citra Metro Manila Tollways Corporation. The shortfall was caused by the bank's inability to dispose or restructure the 2-billion pesos debt of the Manila Electric Co. (Meralco) and the 3.2-billion pesos debt of East Asia Power Corp. As of end 2001, PNB's non-performing assets (NPAs) stood at approximately 90.3 billion pesos of which some 42.2 billion pesos are NPLs, at least 23.5 billion pesos are real and other properties owned or acquired (ROPOA), and 18.8 billion pesos are classified as other assets. NATIONAL POWER: Secures $250M Loan From Foreign Banks ----------------------------------------------------- The National Power Corporation (Napocor) has secured a $250- million loan from a group of foreign banks on Thursday to pay debts and support its expenditures for the rest of the year, the Business World reports. Although the original loan size proposal was $400 million, PSALM President Edgardo M. del Fonso said the approved amount would be enough to bridge Napocor's financial requirements until 2003. The report said additional funds are also expected from proceeds of the planned $500 million worth of yen-denominated bonds, which will be floated "before the year ends." The bridge loan is guaranteed by the Philippine government, and bears interest of 1.10 percent per annum over London Interbank Offered Rate (LIBOR) for the first six months and 1.3 percent per annum over LIBOR for the remaining life of the facility. NATIONAL POWER: Launches Yankee Bond Exchange Offer --------------------------------------------------- National Power Corporation (NPC) has launched its exchange offer for its outstanding Yankee bonds. The exchange offer commences today and expires at 5 p.m. (New York City time) on January 10, 2003, unless extended or earlier terminated. The exchange offer is intended to provide for the assumption by Power Sector Assets and Liabilities Management Corporation, a Philippines government-owned corporation of NPC's obligations under the Yankee bonds as part of NPC's restructuring and privatization under the Electric Power Industry Reform Act of 2001. NPC is offering to exchange 9.625percent New Guaranteed Bonds Due 2028, 8.400percent New Guaranteed Bonds Due 2016, and 7.875percent New Guaranteed Bonds Due 2006 (the "New Bonds for outstanding principal amounts of 9.625percent Guaranteed Bonds Due 2028, 8.400percent Guaranteed Bonds Due 2016 and 7.875percent Guaranteed Bonds Due 2006 (the "Old Bonds, respectively. NPC will exchange $1,000 in principal amount of New Bonds for each $1,000 in principal amount of the corresponding Old Bonds. NPC will not receive any cash proceeds from the issuance of the New Bonds. NPC has designated Bear, Stearns & Co. Inc. as the sole dealer manager for the exchange offer. Information regarding the exchange offer can be obtained by calling Bear, Stearns & Co. Inc., attention Matthew Riez, at (877) 696-2327 inside the U.S. and (212) 272-5112 outside the U.S. (Address: 383 Madison Avenue, New York, New York 10179) or D.F. King & Co., Inc., the information agent at (800) 769-4414 inside the U.S. and (212) 269-5550 outside the U.S. (Address: 77 Water Street, New York, New York 10005). HSBC Bank USA (tel: (718) 488-4475, Address: One Hanson Place, Lower Level, Brooklyn, New York 11243) has been designated the exchange agent for the exchange offer. Copies of the prospectus describing the exchange offer and other exchange offer materials may be obtained from the information agent. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. PHILIPPINE LONG: Creation of Series CC 10% Preferred Stock ---------------------------------------------------------- The Board of Directors of the Philippine Long Distance and Telephone Co. at its regular meeting held on January 22, 2002, by resolutions duly adopted and recorded with the PSE, constituted a total of 10,000,000 shares of Serial Preferred Stock of the Corporation into a series designated as Series CC 10 percent Cumulative Convertible Preferred Stock and fixed the terms and conditions thereof, which shares are to be issued to subscribers for telephone service during the period beginning on January 1, 2002 through December 31, 2002 in the implementation of the Corporation's Subscriber Investment Plan. The Board of Directors of the Corporation deems it necessary and advisable to increase from 10,000,000 shares to 20,000,000 shares the number of shares constituting the Series CC 10 percent Cumulative Convertible Preferred Stock, in order to have sufficient number of shares for issuance under the Subscriber Investment Plan to subscribers for telephone service during the year 2002. Resolved, that an additional 10,000,000 shares of Serial Preferred Stock of the Corporation be, and are hereby, constituted into Series CC 10 percent Cumulative Convertible Preferred Stock. For a copy of the press release, visit http://bankrupt.com/misc/tcrap_pldt1205.pdf PHILIPPINE LONG: Creating Series DD 10% Preferred Stock ------------------------------------------------------- Under its Articles of Incorporation, the Philippine Long Distance and Telephone Co. is authorized to issue from time to time 822,500,000 shares of Serial Preferred Stock with a par value of P10 each in one or more series as the board of directors may determine and the board of directors is expressly authorized, subject to the provisions of the Seventh Article of the Articles of Incorporation. Under the Corporation's Subscriber Investment Plan, applicants for telephone service and existing subscribers in certain cases are required to finance part of the capital investment in the installation of the service applied for through the purchase of shares of 10 percent Cumulative Convertible Preferred Stock in varying amounts depending on the type of service applied for, at a price per share equivalent to the par value thereof. There is a need for the creation of a new series of Serial Preferred Stock to be designated as Series DD 10 percent Cumulative Convertible Preferred Stock for issuance in the implementation of the Subscriber Investment Plan from January 1, 2003 through December 31, 2003. Resolved that, 10,000,000 shares of Serial Preferred Stock of the Corporation be, and are hereby, constituted into a series designated as Series DD 10 percent Cumulative Convertible Preferred Stock, which shares shall be issued form January 1, 2003 to December 31, 2003. ================= S I N G A P O R E ================= ASIA PULP: Lenders to Sign Final Debt Deal in May ------------------------------------------------- Debt-laden Asia Pulp & Paper (APP) will sign a final debt repayment agreement with creditors by May 31, two months later than an earlier plan, Reuters said on Wednesday. APP and its creditors signed a final term sheet draft on Tuesday, part of a landmark deal reached in September to restructure about half of its massive total debts of $13.9 billion at four key Indonesian units. An interim agreement, which precedes the final debt accord and which will outline the detailed portion of the restructured debts at each of its four Indonesian units, will be signed on December 18 in Jakarta, APP executive Gandhi Sulistyanto said. Creditors who signed the agreement on December 18 will be entitled to receive payments of their restructured debts, which will be calculated starting January 2003. The creditors include IBRA, owed about $1 billion, 12 overseas export credit agencies holding more than $3 billion of debts and five U.S. bondholders holding about $1 billion worth of bonds. Under the so-called Bali Accord II signed last month, there were 15 items agreed upon, including cash control, forestry contracts and the group's trading. The four units are PT Indah Kiat Pulp & Paper , PT Tjiwi Kimia , PT Lontar Papyprus Pulp & Paper Industry and PT Pindo Deli Pulp & Paper Mills. Efforts to reach a debt restructuring deal with APP have been hampered by the sheer number of creditors and other stakeholders, as well as conflicts of interest among creditor groups. DebtTraders reports that Asia Pulp's 11.75 percent bonds due on 2005 (APP7) are trading between 28.5 and 30.5. Go to http://www.debttraders.com/price.cfm?dt_sec_ticker=APP7for real-time bond pricing. HAW PAR: Voluntarily Liquidating Dormant Units ---------------------------------------------- Haw Par Corporation Limited has commenced members' voluntary liquidation of its two dormant subsidiaries, namely South River Development Pte Ltd and Jubedan Pte Ltd. The dormant subsidiaries are surplus to Haw Par Group's requirements and their liquidation would streamline the Group structure for the leisure businesses. The liquidation is not expected to have any material impact on the financial results or net tangible assets of the Company for the financial year ending 31 December 2002. NATSTEEL LIMITED: Answers Shareholders' Query --------------------------------------------- Further to requests by shareholders during this morning's Extraordinary General Meeting, the Board of Directors of Natsteel Limited informed shareholders as follows: Share options granted in the year 2002: Date options granted/Exercise Period/ Exercise Price/Total (Market price option) options number of granted 28 March 2002 29 March 2003 to 28 March 2012 S$1.20 2,885,000 28 March 2002 29 March 2005 to 28 March 2012 S$1.20 4,625,000 Total: 7,510,000 The total number of options exercised from 1 January 2002 up to and including 3 December 2002 is 7,760,500. NATSTEEL LTD: 98 Holdings Extends Offer Closing Date ---------------------------------------------------- Filings to the Singapore Exchange (SGX) showed that 98 Holdings Ltd has decided to extend the closing date for its offer to buy the rest of NatSteel Ltd shares it does not own for SGD2.03 per share to December 9, instead of December 4. The decision was made after 98 Holdings failed to secure enough acceptances. As of Tuesday, 98 Holdings said it had received only 26.70 percent of acceptances, which falls short of the 50 percent plus one acceptance it was requiring for the offer to be declared unconditional. About Natsteel NatSteel mixes steel-making and other activities to make it one of Singapore's largest industrial groups. NatSteel's operations include steel (roughly 64 percent of sales), electronics, building products, chemicals, engineering products and services, and property development. The company has steel mini-mills in China, Malaysia, the Philippines, Singapore, and Vietnam. Its electronics division consists of many contract manufacturers, as well as a major investment in modem maker U.S. Robotics. In 2002 the company sold its NatSteel Broadway (printed circuit boards, plastic and metal components) unit to Flextronic International for about $367 million. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 242, December 6, 2002) NATSTEEL LTD: Shareholders Hope to Secure Better Deal from 98 ------------------------------------------------------------- Stockbrokers and analysts said, in an AFX-Asia News report, that NatSteel Ltd shareholders are once more hoping to secure a better deal than the SGD2.03 per share 98 Holdings is offering, after the latter extended its offer closing date to December 9 following insufficient acceptances. 98 Holdings decided to extend the offer closing date after an acceptance rate of 26.70 percent from NatSteel shareholders. This level falls short of the 50 percent plus one acceptance it required for the offer to be declared unconditional. Yesterday (December 5), the M&A Reporter Asia Pacific said that NatSteel shareholders rejected a management buyout proposal by Crown Central Assets that valued each NatSteel share at SGD1.91. NatSteel said 98.78 percent of the shareholders present during the EGM voted against Crown Central's offer. Crown Central is backed by the NatSteel management team led by its president Ang Kong Hua. "This is getting interesting," a dealer with a local brokerage said after 98 Holdings extended its offer closing date. The dealer said the extension gives Sanion Enterprises some time to secure financing should it decide to launch a rival bid for NatSteel. Sanion, owned by Indonesian businessman Oei Hong Leong, already holds a 29.25 percent stake in NatSteel following a series of open market share purchases. Overnight, Sanion said it is keeping its position under review after the Securities Industry Council rejected the plan of Sanion to make a cash offer to acquire Natsteel at a price excluding a possible cash distribution the steel firm will make for the sale of units Natsteel Broadway and Natsteel Brasil previously. Still, minority shareholders are counting on Sanion to either make a general offer or force 98 Holdings to raise its offer price. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 242, December 6, 2002) NATSTEEL LTD: Shareholders Reject Crown Central Offer ----------------------------------------------------- At an extraordinary general meeting, shareholders of Natsteel Ltd rejected the offer of Crown Central Assets to acquire the company at a deal valued at SGD1.91 per share, with 98.78 percent of the shareholders voting against Crown Central's offer, the AFX-Asia News said. This leaves only one offer on the table for Natsteel shareholders to consider, that of 98 Holdings Pte Ltd which has offered SGD2.03 per share. An official of 98 Holdings said the company will wait for the outcome of the acceptances after 98 Holdings' offer closes, before deciding whether to extend the offer period. The official said 98 Holdings can still opt to extend the offer until December 23. Crown Central is a corporate vehicle comprised of Natsteel executives led by president Ang Kong Hua. About Crown Central Independent oil refiner and marketer Crown Central Petroleum's family jewels include two refineries in Texas with a total capacity of 152,000 barrels per day, 346 retail service stations in the mid-Atlantic and southeastern US, and 13 product terminals. Crown Central also offers fleet fueling services. The company has come under attack for a four-year labor lockout at its Houston-area refinery, civil rights violations, and excessive toxic releases. It is considering selling its refineries and its terminals. Chairman Henry Rosenberg and his family, through their Rosemore, Inc., took full ownership of Crown Central in 2001 after overcoming a competing bid from rival shareholder Apex Oil. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 241, December 5, 2002) SPP LIMITED: Issues Board and Audit Committee Changes ----------------------------------------------------- The Board of Directors of SPP Limited SPP announced changes to the Board and Audit Committee and the formation of a Nominating Committee and a Remuneration Committee. Board of Directors Lei Huai Chin was re-designated from an Executive Director to a Non-Executive Director of SPP with effect from 1 December 2002. He will therefore relinquish his post of Chief Financial Officer. With the said changes, the Board will consist of the following Directors: Peter Sung (Chairman, Independent and non-executive) Cheng Hong Kok (Independent and non-executive) Tan Lye Huat (Independent and non-executive) Ong Teck Ghee (Independent and non-executive) Lei Huai Chin (Non-independent and non-executive) Low Kian Beng (Managing Director, non-independent and executive) David Lee Kay Tuan (Non-independent and executive) Audit Committee AC Low Kian Beng has resigned from the AC with effect from 1 December 2002 and Lei Huai Chin has been appointed as a member of the AC with effect from 1 December 2002. After these changes, the Audit Committee will consist of: Cheng Hong Kok (Chairman, independent and non-executive) Tan Lye Huat (Independent and non-executive) Ong Teck Ghee (Independent and non-executive) Lei Huai Chin (Non-Independent and non-executive) Remuneration Committee RC The following Directors were appointed to the RC with effect from 1 December 2002: Peter Sung (Chairman, independent and non-exeuctive) Tan Lye Huat (Independent and non-executive) Low Kian Beng (Managing Director, non-independent and executive) Nominating Committee NC The following Directors were appointed to the NC with effect from 1 December 2002: Peter Sung (Chairman, Independent and non-executive) Cheng Hong Kok (Independent and non-executive) David Lee Kay Tuan (non-independent and executive) =============== T H A I L A N D =============== NAKORNTHAI STRIP: Court Postpones Hearing to December 11 -------------------------------------------------------- Maharaj Planner Co. Limited, a planner of the rehabilitation plan of Nakornthai Strip Mill PCL (NSM), related that the court has postponed the December 2 hearing of NSM and consideration of the above plan until December 11, 2002 at the Central Bankruptcy Court. 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 G. Veloso, Ma. Cristina Pernites-Lao, Editors. Copyright 2002. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. 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