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

     -  -  -  -  -  -  -  -

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A U S T R A L I A
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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


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C H I N A   &   H O N G  K O N G
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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.


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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.


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J A P A N
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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.



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S I N G A P O R E
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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)


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T H A I L A N D
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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
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                 *** End of Transmission ***