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            T R O U B L E D   C O M P A N Y   R E P O R T E R

                        A S I A   P A C I F I C

                 Thursday, April 19, 2001, Vol. 4, No. 77


                               Headlines

A U S T R A L I A

FRANKLINS AUSTRALIA: ACCC To Examine Franklins Sale
FRANKLINS AUSTRALIA: Signs Strategic Alliance With Metcash
FRANKLINS AUSTRALIA: Foodland Up To Acquire Stores
OPTECOM LIMITED: Suspends Service
OPTECOM LIMITED: Lodges Cash Flow Statements


C H I N A   &   H O N G  K O N G

CENTURY CITY: Plunge $990-M In Red
SHANGHAI NONGSHANGSHE: Heads For Delisting
SHANGYE WANGDIAN: Delisting Imminent


I N D O N E S I A

HOLDIKO PERKASA: Assets Disposal Plan Generates R10-T
PANCA OVERSEAS: Review Court Decision, IFC Asks Court


J A P A N

AIWA COMPANY: Plans To Close Domestic Plants
DAIWA TOSHIN: Charged With Misuse Of Y5-B Fund
HIRABO CORPORATION: Will Settle Loans On April 27


K O R E A

DAEWOO MOTOR: Takeover Decision Within The Year, GM Says
HYUNDAI ENGINEERING: Bailout Still Unresolved
HYUNDAI LIFE: Panel Orders Transfer Of Contract  


M A L A Y S I A

AMSTEEL CORPORATION: Reports Update On Scheme
AMSTEEL CORPORATION: Has No Plans To Buy Perwaja
HUALON CORPORATION: RAM Revises Outlook On Hualon
NCK CORPORATION: Special Administrators Named
PANGLOBAL BERHAD: Restraining Order Expires
RED BOX: Restructuring Plan Completed
REPCO HOLDINGS: Danaharta Appoints Special Administrators


P H I L I P P I N E S

SOCIAL SECURITY: Incurs P8-B Investment Loss
URBAN BANK: Only Naud Submits Rehab Bid
VICTORIAS MILLING: ManCom Wants Approval To Execute Plan


S I N G A P O R E

ASIA PULP: Merger Of Indonesian Units Under Study


T H A I L A N D

COGENERATION PUBLIC: Releases Opinion On T.O.
KRUNGTHAI THANAKIT: Applies For Delisting


     -  -  -  -  -  -  -  -  -  -

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


FRANKLINS AUSTRALIA: ACCC To Examine Franklins Sale
---------------------------------------------------
The Australian Competition and Consumer Commission will examine the
proposed sale of Franklins stores, ACCC Chairman Professor Allan Fels
announced yesterday.

The proposal involves the sale of the majority of stores to independent
retailers via an arrangement with grocery wholesaler Metcash and the sale
of around 80 stores to Woolworths.

"The ACCC welcomes [yesterday's] public clarification of Franklins'
proposal. Now that the proposal is public, the ACCC will be able to conduct
market inquiries and assess the impact on competition of the proposed sale
of the Franklins stores.

"During the next few weeks the ACCC will consult widely with other
supermarket operators, wholesalers, suppliers, industry groups and consumers.

"The ACCC is aware of the uncertainty surrounding the position of Franklins
and the concerns that employees may have. It will complete its assessment
of the competition implications of the proposed sale as quickly as possible.

"The principal competition issues are likely to be linked to the sale of
stores to the major supermarket groups, Woolworths and Coles.

"The ACCC had expressed concern regarding an earlier proposal which
involved the sale of a larger number of stores to Woolworths."


FRANKLINS AUSTRALIA: Signs Strategic Alliance With Metcash
----------------------------------------------------------
Franklins Australia, a subsidiary of the Dairy Farm Group,
signed a strategic alliance with Metcash Trading Limited (ASX:MTT) yesterday.

Metcash is likely to increase its wholesale grocery sales volume by more
than $1.2 billion per annum through the strategic alliance with Franklins
to manage the sale of approximately 120 Franklins stores to established
Independent retailers.

Dairy Farm International (ASX:DFI) also announced yesterday that it will
exit the Australian market via a managed sell-down of its Australian
subsidiary Franklins. Under the sell-down plan the majority of Franklins
stores are to be sold to independent retailers.

The key to this managed sell-down is the Joint Independent Divestment
Alliance (JIDA) between Franklins and Metcash. The JIDA will manage the
progressive sale of approximately 120 Franklins stores in New South Wales,
Victoria and Queensland, and will facilitate the sale of further Franklins
stores in South Australia to independents. The JIDA agreement is subject to
clearance by the Australian Competition and Consumer Commission (ACCC).

Metcash CEO, Andrew Reitzer, said the JIDA agreement with Franklins
represented an extraordinary opportunity for independent retailers to
acquire virtually overnight a significantly expanded presence in the
grocery market.

"In total, independent retailers introduced to and assisted with
acquisition opportunities through Metcash's alliance with Franklins, stand
to gain over $2.38 billion in annual retail sales," Reitzer said. The
equivalent turnover at the wholesale level is approximately $1.2 billion
per annum.

"This extra sales volume will open up considerable efficiencies of scale
and dramatically lift market awareness of IGA," he added.


FRANKLINS AUSTRALIA: Foodland Up To Acquire Stores
--------------------------------------------------
Foodland Associated Limited (FAL) announced yesterday that it is engaged in
negotiations with JP Morgan, advisors to Dairy Farm Group, for the
acquisition of selected Franklins supermarkets in Queensland and northern
New South Wales and associated distribution facilities. Negotiations
concerning the details of the store portfolio to be acquired are yet to be
concluded. FAL has no present intention to commence wholesaling operations
in those markets.

Funding for the proposed acquisition will be sourced from existing lines of
finance.


OPTECOM LIMITED: Suspends Service
---------------------------------
Optecom, a company that provides free domestic and long distance phone
calls, has suspended its operations due to low advertising revenue, Sydney
Morning Herald reported Tuesday.

Optecom managing director John Diddams told Herald, "We had quite a number
of advertisers but not enough to make offering free calls economically
viable."

Optercom has suffered negative operating and investment cash flow of $1.7
million, from January through March. In addition, the company posted
half-year ended December 31 losses of $4.6 million after tax on $931,000 in
revenues.


OPTECOM LIMITED: Lodges Cash Flow Statements
--------------------------------------------
Optecom Limited (ASX:OPT) filed its March Quarterly Cash Statement Thursday
last week, showing the company had Cash at Bank of $12.5 million as of
March 31 2001, which is the equivalent of 6.3 cents per ordinary share.

During the quarter, Optecom used $1.6 million to fund operations, and a
further $100,000 was invested in a joint venture.

While the Directors believe that the Optecom Sponsored Telephony Service
(STS) has proved itself an extremely cost effective means of attracting
subscribers to a telecommunications network, as evidenced by the Optecom
subscriber base which now numbers in excess of 65,000 subscribers, relying
on advertising revenues alone is not sufficient in the short term to ensure
profitability.

The contraction of the advertising market in recent months due to the
economic downturn, has also exacerbated this situation.

The directors have temporarily suspended the STS service, to consider what
refinements are necessary to meet the financial objectives of the company,
including profitability.

Pending finalization of the revised service model, all marketing,
advertising and telecommunications carriage expenditure has been cut and
certain staff redundancies and other cost cutting measures are being
implemented.

Managing Director John Diddams said, "By taking the actions we have
announced, we have reduced the cash burn rate of the company going forward,
from an average of over $600,000 per month to less than $50,000 per month,
excluding redundancy and other one-off payments, thereby maintaining our
cash reserves and current shareholder value."

Optecom Chairman Chris Kelliher added, "Faced with this deteriorating
economic climate, the directors have taken the prudent steps of preserving
the company's assets, which include the STS license and platform, the
Bulletin/Jungle Drum messaging business and especially the $12.5 million in
cash and we intend to continue to seek out opportunities to restore
shareholder value in the short term to medium term. We expect to make a
further announcement on these matters within 30 to 60 days."


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C H I N A   &   H O N G  K O N G
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CENTURY CITY: Plunge $990-M In Red
----------------------------------
Century City Group of companies slipped back into the red with total
attributable losses of $990.4 million for the year ended December 31, Hong
Kong IMail reported yesterday. The three Century Group units are: Century
City International Holdings, Paliburg Holdings, and Regal Hotels
International Holdings, posting respective net losses of $121.6 million,
$641.3 million, and $227.5 million.

In 1999, the group posted consolidated net losses of $3.71 billion.


SHANGHAI NONGSHANGSHE: Heads For Delisting
------------------------------------------
As it had plunged into the 'particular treatment' (PT) category, having
recorded losses for the last four years, Shanghai Nongshangshe will be
delisted if no tangible breakthrough, as far as its debt rescheduling is
concerned, happens within the allowed period, China Online reported Friday
last week.

According to officials at Nongshashe, the firm's debt rescheduling plan has
remained unfocused.


SHANGYE WANGDIAN: Delisting Imminent
------------------------------------
Shanghai Shangye Wangdian Company is facing delisting following its
transfer to the 'particular treatment' (PT) category. Companies that make
losses for three straight years fall into this category, China Online
reported Friday last week.

Shangye Wangdian has been losing money for four straight years.

However, according to company representatives, Shangye Wangdian has started
taking legal actions to settle ongoing squabble with its creditors.

In addition, the company has hooked up with parties interested in the
company's restructuring. Nothing, however, has been finalized.


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


HOLDIKO PERKASA: Assets Disposal Plan Generates R10-T
-----------------------------------------------------
PT Holdiko Perkasa has completely disposed of its ownership in the
following companies for total proceeds of approximately IDR 10 trillion.
These sales represent 55 companies from the 108 companies transferred to
Holdiko as part of the settlement agreement between the Salim Group and the
Indonesian government. The recovery rate to date is 50 percent.

PT Pacific Indomas Plastics Indonesia

Holdiko's 50 percent indirect shareholding in PT Pacific Indomas Plastics
Indonesia (PIPI), a polystyrene-producing company, was sold to its joint
venture partner The Dow Chemical Company in March 1999. The number of
shares sold totaled 40,000 shares formerly belonging to PT Salim Chemicals
Corpora and PT Indomas Hasta Kreasi. Holdiko received gross proceeds of
R36.5 billion from this transaction.

PT Indofood Sukses Makmur

Holdiko's 2.5 percent shareholding in PT Indofood Sukses Makmur was placed
in the market through a book building exercise by Credit Suisse First
Boston in July 1999 CSFB, at R8,300 per share, raising total proceeds of
R365 billion. The total number of Indofood shares sold by Holdiko was
45,780,000 shares.

PT Standard Toyo Polimer

Holdiko's indirect ownership of 49.30 percent in PT Standard Toyo Polimer
was sold to joint venture partners, Tosoh Corporation and Mitsui Co. Ltd.,
for total proceeds of US$15,282,996 in July 1999.

PT Astra International Tbk.

PT Astra International Tbk. is a Jakarta Stock Exchange listed conglomerate
with major business lines including automotive manufacturing and sales,
plantations and forestry. On March 24, 2000 IBRA and Holdiko announced
Cycle & Carriage Consortium as the winning bidder for a 40 percent
shareholding in PT Astra International Tbk, of which Holdiko sold 22
percent of the company.

At R3,700 per share, the aggregate proceeds received by IBRA and Holdiko
were equivalent to R2 trillion and R1.7 trillion, respectively. Acting as
financial advisors to Holdiko and IBRA for that transaction were PT Bahana
Securities, PT Danareksa and Lehman Brothers.

Wisma BCA

The launch of the international tender sale of Wisma BCA, an asset of PT
Bahana Dharma Utama, was announced by IBRA and Holdiko in July 2000. The
sale method undertaken for the Wisma BCA disposal process was a one-tier
tender sale, and handled by sole marketing agent, CB Richard Ellis. Wisma
BCA is the first major investment-grade property asset to be sold under
Indonesia's bank restructuring program.

Thirty-five investors showed interest in participating in the disposal
process, most of which are property investment companies. Most of the
participants were foreign investors, from Singapore, Hong Kong, Japan and
the United States.

Of the number of interests submitted by these potential investors to
Holdiko, seventeen investors signed confidentiality agreements to obtain
Information Memorandums. Subsequently, seven investors participated in the
due diligence process and two investors submitted final bids.

IBRA and Holdiko announced the winning bid for Wisma BCA on September 4,
2000. The highest offer of R280 billion was submitted by Keppel Land
Limited of Singapore, one of the largest property groups listed on the
Singapore Exchange Securities Trading Limited, with a diversified portfolio
in most countries in Asia, and the property arm of the Keppel Group, one of
Singapore's largest conglomerates.

PT Karimun Granite

Holdiko's 17.25 percent ownership in PT. Karimun Granite was sold in July
of last year to a local investor through a limited sale process directed
towards strategic investors. PT Karimun Granite is a company engaged in the
mining of non-processed granite, primarily used as raw material in the
construction of buildings and public utilities.

Thirty-seven investors, a majority coming from Singapore, Malaysia and
Indonesia, participated in the disposal process. Investors who signed and
submitted confidentiality agreements obtained an Information Memorandum on
which to base their evaluation and offer price for the asset. These
investors were subsequently asked to submit a preliminary bid prior to
proceeding to site visits and due diligence stage. In the last phase, two
investors submitted their final bids.

IBRA/Holdiko received the highest bid of R21.67 billion for PT Karimun
Granite from its majority shareholder, and founder in 1971, PT Pendawa
Sempurna. In the early 1990s, the Salim Group acquired some of PT Pendawa
Sempurna's shareholdings in PT Karimun Granite which were later pledged to
IBRA/Holdiko.

In this transaction, Holdiko was assisted by PT Siddharta Consulting
(KPMG), acting as its financial advisor. The completion of the sale process
was announced by IBRA/Holdiko on July 27, 2000.

QAF Limited

IBRA's and Holdiko's respective ownerships of 4.76 percent and 19.44
percent in QAF Limited were sold through a market placement, in November
2000, for gross proceeds of S$35.6 million.

QAF Limited is an investment holding and management company listed on the
Singapore Exchange Securities Trading Limited. Its principal activities
consist of the manufacturing and distribution of bread, bakery and
confectionery products, operation of supermarkets, cold storage
warehousing, trading and distribution of food and beverages, herbs and
spices and investment holding.

IBRA's 15,551,000 shares and Holdiko's 63,472,000 shares were sold at
S$0.45 per share to financial advisor BNP Paribas Peregrine (Singapore)
Ltd, who acted as bookrunner and sole placement agent for the transaction.
The placement price represents a discount of approximately 19.6 percent to
the previous day's market price of QAF's shares, on November 3, 2000.

Salim Oleochemicals Group

In November 2000, Holdiko completed the disposal process of its ownership
in the seven companies belonging to the Salim Oleochemicals Group. The
asset was sold for gross proceeds of US$127 million to a local consortium
led by Bhakti Investama Group, one of Indonesia's largest investment
holding companies. Chase JF acted as financial advisor to Holdiko for this
transaction.

The Salim Oleochemicals Group consists of seven operating and marketing
companies which produce and sell natural fatty alcohol; the key raw
material in the production of detergents and personal care products.

Two companies within the Group, PT Batamas Megah and PT Prima Inti Perkasa,
are the only two producers of natural fatty alcohol in Indonesia. Two other
companies are located in Singapore and Germany. Ethoxylates Manufacturing
Pte Ltd produces fatty alcohol ethoxylate as a downstream product of fatty
alcohol, while Deutsche Hydrierwerke GmbH produces unsaturated fatty
alcohol, sorbitol, fatty amines and other specialty chemicals.  

The Group's products are sold worldwide through its three marketing
offices; Salim Oleochemicals Pte. Ltd. in Singapore, Salim Oleochemicals
GmbH in Germany and Salim Oleochemicals Inc. in the United States of America.

In the first bidding stage, twelve non-binding, preliminary offers were
submitted and six investors were chosen to proceed to the due diligence stage.

During the final bidding stage of the disposal process, Holdiko received
two very competitive bids submitted by local investors. Consequently, a
third round bidding process was conducted, and the bid with the highest
price and fewer prerequisites attached to the offer was selected as the
winning bid.

Indomilk Group

Holdiko disposed of its 35 perecnt and 70 percent ownerships respectively,
in PT Australia Indonesia Milk Industries and PT Indolakto, or collectively
called the Indomilk Group, in November 2000. The assets were acquired by PT
Bakti Maju Bersama Abadi, a subsidiary of Marison NV, which is Holdiko's
joint venture partner in Indomilk Group, realizing gross proceeds of R400
billion. Chase JF acted as Holdiko's financial advisor for this transaction.

Indomilk and Indolakto are manufacturers of dairy-based products with key
brands such as Indomilk, Cap Enaak, Kremer, Tiga Sapi and Crima (SCM),
Orchid and Australian butters. These brands have already established their
own markets and are amongst the leading brands in their respective categories.

PT Indomiwon Citra Inti

Similarly to the Indomilk Group, Holdiko's 50 percent ownership in PT
Indomiwon Citra Inti (Indomiwon), a company that manufactures the food
seasoning Monosodium Glutamate (MSG), was sold to shareholder and joint
venture partner, Daesang Corporation, for gross proceeds of US$8.5 million.

PT Siddharta Consulting is acting as financial advisors to Holdiko for the
disposal of this asset is a member firm of KPMG.

Daesang Corporation is a member of the Daesang Group, a Korean diversified
group of businesses listed on the Korea Stock Exchange, with core
businesses in the general foodstuffs industry, and affiliations in Korea
and abroad in the areas of distribution, trade, stockbreeding,
construction, heavy industry, chemistry, finance, information technology
and general advertisement.

Mosquito Coil Group

The Mosquito Coil Group consists of five companies and are engaged in the
manufacturing and distribution of mosquito coils and the related milling of
raw materials. It is currently one of the world's largest producers of
mosquito coils and, in 1999, had a share of approximately 59 percent of the
domestic Indonesian market.

Holdiko's 100 percent stake in the group of companies was announced for
disposal by Holdiko in August 2000 and employed a two-stage selection
process where interested parties were requested to submit their preliminary
bids for further selection in going forward with the due diligence phase
before being asked to submit a binding final bid.

Nine preliminary bids were submitted, and five investors were selected to
proceed to the next phase. Holdiko received 3 final offers for its
ownership in the mosquito-repellant companies during the second bidding
stage of the sale process.

The disposal process took over three months to complete and the winning
bid, submitted by Reckitt Benckiser Plc for R610 billion, was announced in
November 2000.

Reckitt Benckiser Plc is an international publicly quoted company listed in
London that produces household cleaning goods and markets its products in
180 countries worldwide.

Salim Palm Plantation

The Salim Palm Plantation assets consisted of four holding companies, PT
Salim Sawitindo, PT Bhaskara Multipermata, PT Minamas Gemilang and PT
Anugerah Sumbermakmur, with ownerships in 25 palm plantation companies with
total area of more than 270,000 hectares, spanning various provinces in
Sumatra, Kalimantan and Sulawesi.

Holdiko started the disposal process by in August 2000, with the
distribution of an information memorandum to investors who had submitted
their interest to participate in the disposal process.

Goldmans Sachs (Singapore) Pte, through a process of financial advisors
selection in May 2000, was appointed to lead the two-tier strategic sale
process.

In November 2000, Holdiko announced that the sale process had been
completed and that it had determined a bid of US$350 million, or
approximately R3.3 trillion, from Kumpulan Guthrie Berhad (Guthrie) of
Malaysia as the winning bidder. In addition to this, Guthrie will repay
R357 billion in Holdiko debt. Total proceeds for the transaction was
therefore R3.6 trillion.

As part of the transaction agreement, Guthrie stated its intention to
transfer its management expertise in the plantation business, with the view
of enhancing values and benefits to the plantation employees and all
stakeholders. In addition, Guthrie also plans to list the shares of these
plantation companies on the stock exchange within a period of three to five
years of its acquisition.

Kumpulan Guthrie Berhad is a public company listed on the Kuala Lumpur
Stock Exchange. Established in 1821, Kumpulan Guthrie Berhad is now one of
the leading conglomerates in South East Asia. The principal activities of
the Group are plantation, manufacturing and property development.

PT Indocement Tunggal Prakarsa Tbk

PT Indocement Tunggal Prakarsa Tbk is a listed company on the Jakarta Stock
Exchange and a fully integrated cement manufacturing company. Indocement
produces and exports Portland and specialty cement products with
investments in property and service industries.

Together with IBRA, Holdiko divested its shareholding in PT Indocement
Tunggal Prakarsa Tbk for Holdiko's total proceeds of over R600 billion, in
December 2000. Holdiko's 13.2 percent stake was sold to Heidelberger Zement
AG, along with IBRA's 6.6 percent shareholding. In addition to this,
Heidelberger Zement AG also gives a 2 year Put Option for 143.2 million
shares held by the Government of Indonesia through Ministry of Finance.

First Pacific Company Limited

First Pacific Company Limited is a Hong Kong-based conglomerate founded in
1981, which owns and operates businesses in the consumer products industry,
telecommunications, property and banking, and employs a workforce of over
80,000 in 15 countries. First Pacific's investments are primarily in
Indonesia, the Philippines, Thailand and Hong Kong.

Under the MSAA, Holdiko received a transfer of ownership of 5 percent in
the company, which was disposed of together with IBRA's 4.9 percent stake
in the company through three market placements between August 2000 and
February 2000. ING Barings acted as Holdiko's financial advisor for this
asset disposal.

In the first tranche, IBRA and Holdiko divested a total of 6.1%, or a total
of 177,480,000 shares of First Pacific, at HKD2.28 per share realizing
gross proceeds of HK$394.6 million. In the second tranche, in October 2000,
a further 2 percent of Holdiko's stake, or a total of 58,000,000 shares,
were placed on the market also for HK$2.28 per share for a gross total of
HK$132.24 million. In the third tranche in February 2001, Holdiko divested
its final stake of 0.8 percent, or 25.919.000 shares, placed at HK$2.575
per share, for gross proceeds of HK$66.74 million.

Indocoal

Indocoal consists of two holding companies that control four coal-mining
companies, which are comprised of two producing companies, namely, PT
Indominco Mandiri and PT Kitadin, and two exploration companies, PT
Trubaindo Coal Mining and PT Barasentosa Lestari. These companies are
located in East Kalimantan and South Sumatra.

Holdiko's entire ownership in the companies was offered for sale as one
package, as was announced by IBRA and Holdiko in November 2000. Holdiko
received expressions of interest from over 40 foreign and local companies,
a majority being strategic investors.

Holdiko implemented a two-tier strategic sale process in this divestment,
and was assisted by PT BNP Paribas Peregrine, who acted as Holdiko's
financial advisor. Nine preliminary bids and three final bids were
submitted during the sale process.

PT Centralink Wisesa International, a private Indonesian company and a
strategic investor submitted the highest bid of US$45.5 million to acquire
Holdiko's stake in Indocoal, as announced by IBRA and Holdiko in March
2001. In future development of Indocoal, PT Centralink Wisesa International
will receive technical, marketing and financial support from Banpu Minerals
(Singapore) Pte Ltd, the subsidiary of Banpu Public Company Limited, a
publicly listed company in Thailand, with core businesses in the production
and marketing of coal & minerals, and operations in the power business.

PT Indomarco Prismatama

In November 2000, IBRA/Holdiko announced its decision to dispose of its
ownership of PT Indomarco Prismatama, or Indomaret, a retail company that
operates a chain of minimarket stores, through a strategic sale after
reassessing the initial plan, announced in October 2000, to float the
retail company's shares in the Jakarta Stock Exchange. The change in the
disposal method was done under the consideration of maximizing sale proceeds.

In April 2001, Holdiko sold its 51 percent ownership in the company for
R162 billion to an investment consortium led by Bhakti Asset Management,
one of Indonesia's largest investment holding companies.

Holdiko received six bids during the preliminary bidding stage. Four of
these investors were subsequently chosen to proceed to conduct due
diligence, data room and site visits. In this transaction, PT Danareksa
Sekuritas dan Nikko Securities acted as financial advisors to Holdiko.


PANCA OVERSEAS: Review Court Decision, IFC Asks Court
-----------------------------------------------------
The International Finance Corporation, a unit of World Bank, has appealed
to the Supreme Court to reconsider Jakarta Commercial Court's decision
approving the debt-restructuring scheme of PT Panca Overseas Finance,
AFX-Asia reported Monday.

IFC raised the appeal on the ground that the commercial court considered
the syndicated votes of 14 creditors headed by Harvest Hero, which IFC
alleged as a fictitious Hong Kong-based firm.

Creditor Dai-Ichi Kangyo Bank Limited has also filed a similar appeal.


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J A P A N
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AIWA COMPANY: Plans To Close Domestic Plants
--------------------------------------------
Aiwa Company announced Tuesday that it has decided to padlock its plants in
Japan by March 31, 2002, as part of its attempts to consolidate its global
operations, Asian Wall Street Journal reported yesterday.

The closure of the plants is projected to boost the company's revenues to
Y210 billion in group sales in fiscal 2002.

Aiwa also aims, in taking this measure with the aid of parent company Sony
Corp., to fasttrack its rehabilitation, which also entails plant
integration and workforce cut.

The four plants scheduled to be closed are: Aiwa Iwate Company to be closed
in March next year; Aiwa Akita Company, within this month; Paulownia
Company, by the end of August; and Aiwa Hanaizumi Company, by the end of
September.

In this plan, Aiwa intends to consolidate four plants: two in Indonesia,
one in Malaysia, and one in the United Kingdom, in Malaysia.


DAIWA TOSHIN: Charged With Misuse Of Y5-B Fund
----------------------------------------------
Daiwa Toshin, which has recently been declared insolvent by the Osaka
District Court, was accused of misusing collected sales money estimated at
Y5 billion, Yomiuri Shimbun reported yesterday.

Sources close to the case told Shimbun that the sum was part of an entire
fund totaling Y14 billion incurred from sales of a "dubious" type of
mortgage-backed bond, which started three years back.

Mutsuo Tahara, the administrator appointed by the district court to take
charge of the company's liquidation, doubted the legality and existence of
such bonds.


HIRABO CORPORATION: Will Settle Loans On April 27
-------------------------------------------------
Hirabo Corporation (TSE:3113), a manufacturer of fishing nets, is going to
settle all of its interest-bearing debts amounting to Y2.576 billion on
April 27, Jiji Press reported Monday. These debts are owed to creditor
banks Tokai Bank, Industrial Bank of Japan, and Sumitomo Mitsui Banking
Corporation.


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K O R E A
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DAEWOO MOTOR: Takeover Decision Within The Year, GM Says
--------------------------------------------------------
General Motors Corporation, through a company statement released Friday
last week, denied media reports of delaying the company's decision on its
takeover bid for Daewoo Motor to another year, Korea Herald reported Monday.

The statement said, as quoted in the Herald report, "Our position is that
GM continues to be interested in Daewoo and although we are unable to be
specific about a date, GM is committed to making a decision as soon as
possible."

The statement also questioned the accuracy of reports that quoted GM
Asia-Pacific Chief Rudolph A. Schlais saying that the American carmaker
might not reach a decision before the year's end.

Industry analysts, in reaction to these mixed signals from GM, hypothesized
that the American carmaker employs this delaying tactic to acquire Daewoo
at basement rate.

Auto-industry analyst Lee Sang-ho said, "GM's current strategies are
typical of an M&A technique to drive down the takeover price. If the
standoff is to be protracted, the price tag for Daewoo Motor with 18
trillion won ($13.8 billion) in assets is certain to dip below 1 trillion
won."


HYUNDAI ENGINEERING: Bailout Still Unresolved
---------------------------------------------
Creditors of Hyundai Engineering and Construction (HDEC) are still divided
as to what bailout program they could provide the ailing construction unit
of the Hyundai group, The Digital Chosun reported Tuesday.

Major creditor Korea Exchange Bank (KEB), together with the Korean
Development Bank (KDB), has proposed to grant HDEC a roll over of maturing
loans, interest rate reductions, and payment guarantees for the company's
overseas contracts.

A number of creditor banks, however, disapprove of these KEB propositions.

A KDB director told Chosun that KDB is willing to extend financial aid to
the company on the condition that the bailout package would go through
fine-tuning process through an agreement by the HDEC creditors.

The proposal for a debt-to-equity conversion has met the opposition of top
officials of creditors in the HDEC financial control group, for the reason
that creditors have yet to affirm the accurate figures of the loans so as
to determine the portion of these loans to be cut through the conversion.  

On the payment guarantees proposal, the Export Import Bank of Korea
contends that the bank could not do so as this would be in conflict with
the bank's internal regulations as far as the issuance of payment
guarantees is concerned, Chosun said.


HYUNDAI LIFE: Panel Orders Transfer Of Contract  
-----------------------------------------------
The Financial Supervisory Commission (FSC) has ordered insolvent Hyundai
Life Insurance to transfer its contract deposits from clients to Korea Life
Insurance Company, however, excluding those involving parent company
Hyundai Group, Korea Herald reported Monday.

This transfer, according to the report, would also include all reserve
funds allotted for the contracts.

The exclusion of insurance contracts with the Hyundai Group would mean a
total sum of W275.5 billion to remain with Hyundai, not to mention bonds
and loans amounting to W87.6 billion, pending an official court order.

Moreover, the Financial Supervisory Service has disclosed that Hyundai Life
incurred a paper loss of W46 billion from the acquisition of 3.34 million
Kia Motors shares.


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


AMSTEEL CORPORATION: Reports Update On Scheme
---------------------------------------------
Amsteel Corporation Berhad announced updates on the proposed group-wide
restructuring scheme (GWRS), as follows:

a) Approval of the Foreign Investment Committee was obtained vide its
letters dated January 19, 2001 and February 23, 2001; and

b) The companies and certain of their subsidiaries had filed a joint
application pursuant to Section 176 subsection (1) of the Companies Act,
1965 with the High Court of Malaya on March 16, 2001.

The aforesaid application was made to seek a court order to convene
meetings for each of the Scheme Companies for the purpose of approving the
scheme of compromise and arrangement proposed to be made between each of
such Scheme Companies and their respective creditors/members to facilitate
the implementation of the Proposed GWRS.

The Scheme Companies did not apply to the Court for an order to restrain
legal proceedings against the Scheme Companies under Section 176 subsection
(10) of the Act.

Hence, the Proposed GWRS (including any proposed modifications or
revisions) is pending the approval each of the following authorities:

a) Securities Commission;
b) Ministry of International Trade and Industry (MITI) (save and except for
Angkasa Marketing Berhad which has received MITI's approval as announced on
26 February 2001);
c) Kuala Lumpur Stock Exchange;
d) Scheme Creditors;
e) Shareholders of all participating companies concerned; and
f) any other relevant authorities.

            Profile

The Amsteel Group has business operations in the steel, property and hotel,
plantation and motor industries. It also operates departmental stores,
hypermarkets and retail and food businesses. Its departmental stores
operate under the Parkson name. Business operations are located both
locally and overseas.

Presently, the Group is in the midst of implementing its restructuring
scheme announced in July 2000. The objective of the scheme is to
consolidate, stabilize and restructure and rationalize the cash flow and
funding of the Group and to reorganize and restructure the Group's business.


AMSTEEL CORPORATION: Has No Plans To Buy Perwaja
------------------------------------------------
Amsteel Corporation Berhad announced that neither the company nor any of
its subsidiaries has intentions of acquiring losing Perwaja Steel Berhad,
the state-owned steel firm, The Edge Daily reported Tuesday. Reports that a
Lion Group unit was acquiring Perwaja came out after the unit took over
another state-owned firm Antara Steel Berhad.


HUALON CORPORATION: RAM Revises Outlook On Hualon
-------------------------------------------------
Ratings Agency Malaysia (RAM) has revised its outlook on Hualon Corporation
(Malaysia) Berhad's private debt securities (PDS) totaling RM1.2 billion
from 'developing' to 'negative.'

While Hualon's business risk and financial risk profiles have improved over
the period in review, Hualon's risk relating to the timing and adequacy of
future cash flows has heightened given its markedly deteriorated debtor
aging profile. As an end-result, it has impeded Hualon's ability to
translate revenue into cash, thus casting doubt on its medium-term debt
servicing ability.

In 1999, Hualon undertook a Debt Restructuring Exercise (DRE) to address
its diminished cash flow streams as a result of the sudden contraction in
demand from China, its largest market.

At the time of the last review, Hualon's PDS with a stand-alone long-term
and short-term ratings of A2 and P2 respectively were downgraded to BBB3
and P3. The ratings were placed on Rating Watch with a Developing Outlook
pending the finalization of its DRE. Although the completion of the DRE was
delayed by four months behind the targeted March 2000 deadline, the purpose
of the DRE and the quantum of debt to be restructured remain unchanged.

Hualon's PDS, except for its two Islamic PDS, remain unconditionally and
irrevocably guaranteed by consortiums of financial institutions, some of
which are unrated. Hence, RAM is unable to comment on the level of credit
enhancement to these debt issues.

RAM's Rating Watch highlights a possible change in an issuer's existing
debt rating. It focuses on identifiable events like mergers, acquisitions,
regulatory changes and operational developments that put a rated debt under
special surveillance by RAM. In a broader sense, it covers any event that
may result in changes in the risk factors relating to the repayment of
principal and interest on a rated debt instrument.

RAM's Rating Watch however, does not mean that the existing rating will be
changed. It only means that a rating is under evaluation by RAM.


NCK CORPORATION: Special Administrators Named
---------------------------------------------
NCK Corporation Berhad will be run, starting from April 16, under special
administrators Datuk Nordin Baharuddin, Adam Primus Varghese Abdullah and
Wong Lai Wah of Ernst & Young as per appointment by Penguruan Danaharta
Nasional Berhad, The Star Online reported Tuesday. Apart from control over
the company's affairs, the special administrators will have authority to
control NCK's assets.

The special administrators (SA), whose appointment are covered by
Danaharta's company Act 1998, will handle all negotiations with interested
parties in the sell-off bid of NCK's business and company assets.

Along with the SAs' appointment, a 12-month moratorium to safeguard the
company's assets took effect immediately on the same day, the report
continued. In addition, the SAs will then draw up a restructuring bid
subject to the scrutiny of an independent advisor, so as to secure the
interests of creditors and shareholders.  

The restructuring proposal must still seek the approval of all creditors
and shareholders, Star said.


PANGLOBAL BERHAD: Restraining Order Expires
-------------------------------------------
Panglobal Berhad announced that on April 16, 2001 the Restraining Order
under Section 176 of the Companies Act, 1965 expired.

                    Profile

Panglobal's principal activities include general insurance business,
extraction of logs, sawmilling and manufacturing of veneer, coal mining,
property investment and development, rental of office and commercial
premises and operation of hotel apartments.

The company was originally a housing developer. In 1966, the company
disposed of these activities and entered into the towel and yarn
manufacturing business.

Over the years, Panglobal diversified its activities into property
development, computers and insurance. The company maintains its insurance
operations through PanGlobal Insurance Bhd, with head office in Kuala
Lumpur and branches in 12 states. It transferred its towel manufacturing
operations to one of its subsidiaries in 1987, thus becoming a purely
investment holding company.

The company, in 1994, disposed of its property development division and
computer division and, in 1995, its textile operations.

To ensure continued growth, in early 1995 the company underwent a
restructuring as part of which it acquired Limbang Trading Sdn Bhd which is
involved in timber extraction and related activities and Global Minerals
(Sarawak) Sdn Bhd which operates a coal mine. Both companies operate in
Sarawak. In addition, the company acquired property development land in
Johor Bahru.

Panglobal has since obtained a restraining order under Section 176 of the
Companies Act, 1965 granted to PanGlobal and four of its subsidiaries
(PanGlobal Properties Sdn Bhd, Menara PanGlobal Sdn Bhd, Global Minerals
(Sarawak) Sdn Bhd and Limbang Trading (Limbang) Sdn Bhd) which has been
extended for a final period of six months from April 17, 2000 for the
purpose of implementing a scheme of arrangement. The scheme would involve
the issuance of redeemable convertible secured and unsecured loan stock,
disposal of assets and rights and special issue.

On July 17, 1999, the company had accepted a conditional offer by Road
Builder (M) Holdings Bhd (RBH) to acquire its 26.67 percent equity interest
in Econstates Bhd for RM80 million cash and the proposed Econstates
disposal was approved by the company's shareholders on December 31, 1999.

The proposed disposal is in line with the composite scheme to raise cash
proceeds to repay certain Group borrowings.

On February 2, 2000, the High Court granted a holding over injunction to a
shareholder to preserve the status quo of the proposed Econstates disposal,
the shares of which had been pledged to an offshore bank for a loan
facility granted to the company.

On March 21, 2000, the offshore bank gave notice that it would force sell
the shares following the expiry of the restraining order on March 20, 2000.

On March 23, 2000, the company was notified that the shares had been forced
sold on March 22, 2000 at RM2.00 per share. Subsequently, on March 27,
2000, the company was served a notice by a shareholder that an ex parte
injunction had been obtained to restrain RBH and the offshore bank from
completing the force sale.

The injunction does not involve Panglobal as the Econstates shares were
forced sold by the offshore bank. In view of the action taken by the
offshore bank, the SPA dated September 23, 1999 between RBH and the company
was terminated.


RED BOX: Restructuring Plan Completed
-------------------------------------
Affin Merchant Bank Berhad, on behalf of APL Industries Berhad (APLI),
announced that the proposals under the corporate restructuring exercise of
Red Box (Malaysia) Berhad (RBM) has been completed, except for the proposed
liquidation of Red Box Overseas Pte Ltd (RBO) and Red Box Leisure Sdn Bhd
(RB Leisure).

On behalf of APLI, Affin Merchant also announced that the Securities
Commission on April 11, 2001 approved the APLI's application to extend the
implementation period which expired on  April 9, 2001 to June 30, 2001, to
dispose of RBO and RB Leisure for a nominal price of SS2 and RM3
respectively.

RBO and RB Leisure were earlier proposed to be liquidated under the
corporate restructuring exercise of RBM. The company believes the disposal
of RBO and RB Leisure will be less costly and less time-consuming as
opposed to liquidation. The said disposals will not have any significant
effect on the APLI Group.


REPCO HOLDINGS: Danaharta Appoints Special Administrators
---------------------------------------------------------
Pengurusan Danaharta Nasional Berhad, has appointed Kenneth Teh Ah Kiam and
Gong Wee Ning of PricewaterhouseCoopers as the Special Administrators (SAs)
of Repco Holdings Berhad and seven of its subsidiary companies, namely:

Repco (Malaysia) Sdn Bhd
Everise Capital Sdn Bhd
Everise Ventures Sdn Bhd
Even Horizon Sdn Bhd
Teluk Jadi Sdn Bhd
Hajat Semarak (M) Sdn Bhd
Repco Timber Sdn Bhd

The primary objectives of the Special Administrators are to preserve the
businesses and assets of Repco Group and to formulate a corporate and debt
restructuring proposal that takes into consideration the interest of all
parties concerned.

In this regard, the SAs have invited offers from the public to participate
in the Proposed Workout and have received proposals from parties who are
interested to participate in the Proposed Workout.

The SAs' have, on behalf of Repco, accepted the participation proposal from
a consortium formed by Alsirat Sdn Bhd and Gateway Attempt Sdn Bhd as the
basis of the Proposed Workout.

Accordingly, the SAs, on behalf of Repco, had on April 17, 2001 entered
into a Memorandum of Understanding (MoU) with the consortium to record the
basic understanding of the key areas of agreement pending finalization and
approval of the Proposed Workout.

The key features of the MoU and the Proposed Workout are tentatively as
follows:

1. capital reconstruction involving a capital reduction and consolidation
of Repco shares, special issue and private placement;

2. exchange of the consolidated shares in Repco for new ordinary shares in
a newly incorporated company (NewCo);

3. transfer of listing status of Repco to NewCo;

4. internal group re-organisation;

5. injection of foreign leisure and gaming businesses into NewCo; and

6. debt restructuring that involves addressing the debts of the secured,
unsecured and other creditors and all contingent liabilities of Repco and
all its subsidiary companies.

The Proposed Workout will be subject to and conditional upon:

1. due diligence being conducted to the satisfaction of Repco over the
foreign leisure and gaming businesses to be acquired by the NewCo;

2. due diligence being conducted to the satisfaction of the Consortium over
the businesses and affairs of Repco Group; and

3. all requisite approvals, consents or waivers being obtained from the
relevant authorities or under the Act.


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


SOCIAL SECURITY: Incurs P8-B Investment Loss
--------------------------------------------
The Social Security System has incurred up to P8 billion in investment
losses for the last two years from its equity portfolio worth P50 billion,
which comprise almost 30 percent of its total investible funds, The
Philippine Star reported Tuesday.

SSS President Vitaliano Naņagas II told the Star, "The investment market
has weakened the past years and market forces have stayed away," adding
that the pension fund remains financially healthy.  

According to Naņagas, SSS' review of its investment practices is currently
underway.


URBAN BANK: Only Naud Submits Rehab Bid
---------------------------------------
The National Association of Urban Bank Inc. and Urbancorp Investments Inc.
Depositors and Creditors (Naud) was the lone group, of the five expected,
that submitted a rehabilitation bid for Urban Bank to Philippine Deposit
Insurance Corporation (PDIC), The Philippine Daily Inquirer reported
yesterday, citing PDIC President Norberto Nazareno.

This small depositors group, otherwise known as Naud, is financially backed
by Export and Import Industry Bank, which, according to a bank official,
offered to extend a fresh capital infusion amounting to P300 million.

Naud collectively owns about P5 billion in deposits in Urban Bank, 10
percent of which, Inquirer continued, will be converted into equity.

Earlier, PDIC offered Naud financial assistance worth P1.5 billion to
re-operate Urban Bank.


VICTORIAS MILLING: ManCom Wants Approval To Execute Plan
--------------------------------------------------------
The government-appointed Management Committee (ManCom) of the beleaguered
Victorias Milling Company (VMC) is asking the company's former management,
headed by former VMC President Manuel V. Maņalac, for the green light to
proceed with the execution of the revised rehabilitation plan. The plan has
been approved by the Securities and Exchange Commission (SEC), Business
World reported Tuesday.

According to ManCom Chair and Executive Vice-President of East West banking
Corporation Gerardo B. Anonas, prospective investors have been requiring
ManCom to present and start the implementation of the sugar miller's
proposed rehabilitation plan before they could begin negotiations.

Anonas told World, "If the group of (former VMC president Manuel V.
Maņalac) stops its tactics to derail the implementation of the SEC-approved
rehabilitation plan... we will have a greater chance to attract investors."
He added that two groups have expressed their interest in investing in the
company, but they've been asking that ManCom and the former management must
iron things out between themselves.

The former VMC management disapproved of and wanted to invalidate the
appointment of Arthur Aguilar, the former general manager of National
Development Company, as VMC's chief operating officer. The group also
raised opposition to the compensation package given to Aguilar.


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


ASIA PULP: Merger Of Indonesian Units Under Study
-------------------------------------------------
Asia Pulp & Paper Company Limited (APP) is closely studying the possibility
of a merger of its four Indonesian units, to determine if it would be
beneficial to APP's problematic debt restructuring exercise, Jakarta Post
reported Tuesday, citing Gunawan Taslim, chief finance officer of
subsidiary Pt Pabrik Kertas Tjiwi Kimia.

However, Gunawan added, "If the disadvantages (of merging) are too many,
then we won't do it."

The four Indonesian units are Tjiwi Kimia, PT Indah Kiat Pulp & Paper, PT
Lontar Papyrus, a producer of pulp and tissue paper, and PT Pindo Deli, a
producer of paper, tissue and packaging.

Although Gunawan did not detail how the merger would aid the restructuring
process, Post said, "Merging subsidiaries is advantageous for unloading
some of the corporate tax burden, and it might prop up the companies'
combined value in the event of a debt to equity swap."


===============
T H A I L A N D
===============


COGENERATION PUBLIC: Releases Opinion On T.O.
--------------------------------------------
Cogeneration Public Company Limited (COCO) on March 2 received a copy of a
Tender Offer Statement for the purchase of securities of the company from
Tractebel S.A. (Offeror) with the following details:

Type of Securities  Amount of      % of the Total  Offer Price/Unit
                  Securities   No. of Issued Securities   Baht)
Ordinary Shares    154,385,708                12.82         17.00*

*The offer price is Bt17 per share, which is the final price and will not
be amended.  In this tender offer, person who intends to sell the
securities (the "Seller" or the "Offeree") is subject to a brokerage fee of
0.25 percent of the offer price and a Value Added Tax (VAT) of 7 percent of
the brokerage fee for the sale of the securities.

Thus, the net offer price is Bt16.95 per share.

If the Offeree is a juristic person incorporated under the foreign law and
does not carry on business in Thailand, the Offeree will be subject to 15
percent withholding tax on its capital gain unless it resides in a country
which has double tax treaty with Thailand and falls within the exemption.
The Offeree has to declare acquisition cost with proper evidence.

Terms in the Tender Offer Statement, including the Offer Price and the
Offer Period are final and will not be amended.  The Tender Offer Period of
25 business days is from March 5, 2001 through April 9, 2001 from 9.00 a.m.
to 4.30 p.m. on every business day.  

The company hereby renders its opinion for the shareholders' consideration
as follows:

1. Status and condition of the company's results of operation in the past
and projection for results of operation in the future, and assumptions.

1.1 Industry outlook

Even though the economic slump that has occurred since 1997 would lessen
the electricity demand growth of the country, this situation has no effect
on the company and its subsidiaries in terms of its power demand because
electricity sold to the Electricity Generating Authority of Thailand
(EGAT), its main customers, is secured by long-term power purchase
agreements which contain minimum take provision.  

As for the industrial customers, who predominantly are the petrochemical
manufacturers in Map Ta Phut Industrial Estate, their demand for electrical
power and utilities stayed at quite constant level so as to maintain high
plant utilization rate at all time for their cost competitiveness.    
                
The competition in the power industry in Map Ta Phut Industrial Estate is
not very intense because each power producer has its own concession area.
Only the producer having a concession in that particular area and PEA are
allowed to supply power to the customers in the concession area, thus the
competition with other power producers are minimal.    

In addition, window of opportunity for new power producers to tap into the
market is limited, as EGAT currently does not open for additional power
purchase from private power producers.

Chances for newcomers to gain entry into the power business in the Map Ta
Phut Industrial Estate are even slimmer because Rights of Ways of the
transmission and electricity and utilities distribution systems in that
area are fully occupied.  

Furthermore, new entrants may not be able to achieve the same level of the
economy of scales as COCO. As such, COCO is in a much higher position for
the competitiveness.
         
To expand the marketing base in the vicinity area, the company has
established business alliances with other producers in the nearby
industrial estates to invest in power distribution system for industrial
customers so that the company can expand its market to the surrounding
areas.  

1.2 Operation result of the company in the past

The operation result of the company and its subsidiaries for the six-month
period* starting from July 1, 2000 to December 31, 2000 shows total sales
revenue of Bt5.841 billion, which increased from the previous year by
Bt1.856 billion or 46.6 percent (the company's and its subsidiaries' total
sales revenue for same period of last year was Bt3.985 billion). The
increase in revenue was from sale of electricity, steam, and water for
industrial use at Bt1.6616 billion, Bt183.9 million, and Bt10.5 million,
respectively.  

Sale of electricity increased from 1,928.3 Gigawatt-hours to 2,601.1
Gigawatt-hours, steam increased from 1,655,462 tons to 1,746,642 tons, and
water for industrial use increased from 3,584,999 cubic meters to 3,766,219
cubic meters representing 83.5 percent, 15.1 percent, and 1.4 percent of
total sales revenue respectively. Sale of electricity increased by Bt1.6616
billion, out of which Bt1.381 billion was from the increase of electricity
supplied to EGAT in accordance with the Power Purchase Agreements by the
company and its subsidiaries, which had achieved full operation since March
2000.  The remaining was from the increase in demand of the industrial
customers.

* The company has been approved by the Revenue Department to change its
fiscal year end from June 30 to December 31.  The first fiscal year after
such change starts from July 1, 2000 to  December 31, 2000.  The fiscal
year afterwards will start from January 1to December 31.  

Due to the aforementioned increase in sales volume, the consolidated cost
of sales increased from Bt3.2343 billion to Bt4.4465 billion increasing
from same period of last year by Bt1.2122 million or 7.5 percent which
corresponds to the incremental sales and consequently resulted in the
increase of the company's gross profit from 18.8 percent to 23.9 percent in
this year.  Interest expenses increased by Bt322.3 million or 54.1 percent,
comparing to the same period of last year because the company's subsidiary
had made full drawdown of its loan facilities since June 2000 and because
the interest cannot be recorded as cost of asset due to its full commercial
operation. .
        
The technical problems at the coal-fired plant of Phase 3 project, prior to
the commercial operation date in 1999, that required temporary shutdown for
rectification, had been solved.  According to the result of performance
tests reported by independent engineer, it is certified that output
capacity and heat rate are better than the designed capacity.  As a result,
the Phase 3 project has achieved its full commercial operation since March
2000 thereby resulting in an increase in the company's sales revenue and
profit as mentioned above.

In the period of the fiscal year 2000, the company had repurchased its
convertible debentures (ECD) at the amount of US$44.34 million at market
price and recognized Bt214.5 million capital loss (the difference between
market price and face value of the ECD) as an extraordinary item in the
profit and loss statements. The repurchasing of ECD at the market price is
a supportive reason for the company to set up another Bt219.6 million as an
additional reserve for the premium payable to ECD holders upon redemption
on the put option date.  

Such reserve was calculated based on market price at the last business day
of Year 2000 and in lieu of the previous method which was based on the
assumption that 50 percent of ECD holders will exercise the put option.
Such additional reserve had been recorded as selling and administrative
expenses in the profit and loss statements.   
        
With regard to the company's overall operational result, there was a net
loss from six-month period ended December 31, 2000 in the amount of Bt1.562
billion resulting from the record of foreign exchange loss of Bt1.3907
billion (comprising unrealized foreign exchange loss of Bt1.1631 million by
the company and its subsidiaries due to the weakening of Thai Baht from
39.2759 Baht/USD as of June 30, 2000 to 43.4396 Baht/USD as of December 31,
2000) and the capital loss on the repurchase of convertible debentures and
additional reserve for of the ECD premium as above-mentioned in the amount
of Bt214.5 million and Bt219.6 million respectively while at the same
period of last year, net loss was Bt190.2 million (comprising unrealized
foreign exchange loss of Bt77.8 million and realized foreign exchange loss
of Bt56.1 million).

As for the company's capital re-structuring plan, it has made prepayment of
its long-term loan for Phase 2 project by utilizing proceeds from its
capital increase in March 2000 and proceeds from unsecured debentures, in
the total amount of Bt2.200 million.  In September 2000, the company
entered into a long term loan agreement comprising of US$25 million and
Bt3.400 billion as a standby facility for the early redemption of ECD
totaling US$107.75 million in Year 2002.

In October 2000, the company made partial drawdown from the said term loan
for repurchasing of EFD of US$44.34 million.  The remainder of the loan
will be allocated for the expected early redemption of ECD in February
2002.  COCO will, therefore, have no risk in cash shortfall for such
redemption.  

1.3 Anticipated status of the Company in the future

At its full operation, the company and its subsidiaries have a total
generating capacity of 814 MW of electricity and 770 tons per hour of
steam, of which 480 MW have been supplied to EGAT and 304 MW have been
supplied to industrial customers. The company is currently negotiating with
the potential industrial customers to sell the remaining capacity.  

It is expected that the up-trend of prices of petrochemical products in the
global market would cause COCO's customers, mainly the petrochemical
manufacturers, to plan and prepare for capacity expansion in order to meet
with the increase of demand in time. As a consequence, the demand on
electricity and utilities of these industrial customers to feed such
increase in production will be increased as well.

The company anticipates that the power demand in Map Ta Phut and nearby
industrial estates will reach 1,400 MW by the year 2010. For the steam
demand, it is anticipated that, by the year 2010, the steam demand in Map
Ta Phut and the nearby areas will increase to 1,900 tons per hour.     

The company believes that with in its high potential to expand in the
future considering its market expansion as mentioned earlier and its
strategic alliances with other nearby power producers to develop and expand
its electricity market in such area, the company can expand its market to
the surrounding areas.

Furthermore, the company's basic infrastructures such as substations,
transmission and electricity and utilities distribution systems, coal
receiving facilities including the existing land of Phase 3 project, are
provided for future expansion.  

Effects on the Company's business after changes in shareholder structure

Upon the Offeror's acquisition of shares of Sithe Pacific Holdings Limited
on November 9, 2000 resulting in its becoming a major shareholder with
majority ownership in the company, Sithe Pacific have consequently no
longer participated in company's management, which should not have any
impact to the company's operation.  

Given the fact that the Offeror is a reputable power producer, its becoming
majority shareholder should benefit the company because the Offeror can
bring its expertise in power plants management to enhance the company's
future competitiveness in the future.

As for the Operation and Maintenance Management Services and Technical
Support Agreement entered into between the Company's subsidiaries and Sithe
Asia Energies Services Ltd, previously was Sithe Hong Kong Power Services
Limited, the party to the agreement was replaced by the Offeror.

With respect to Secondment Agreements and Secondment Tripartite Agreements
originally entered into between the company and/or its subsidiaries and
Sithe Pacific and/or its related companies to second certain staffs to the
company to support the operation and maintenance, as of now, those
agreements were already terminated. The Offeror has already sent technical
staffs to assist on the company's operation and maintenance.     

After the Offeror has acquired all of the company's shares held by Banpu
Public Company Limited (BANPU), making BANPU no longer have stakes in COCO,
the company believes that the company's businesses with BANPU shall
continue because all agreements executed with BANPU are long term and on an
arm-length basis.  

Such agreements are Bituminous Coal Supply Agreement, Limestone Supply
Agreement, and Coal Stockyard Agreement with Banpu Minerals Company
Limited, and Ash Management Agreement with Edifice Engineering Limited.     

After the Offeror has acquired all of the company's shares held by Nordic
Power Invest A.B. (NPI), making NPI no longer have stakes in COCO, the
company believes that such event should not have an effect on the company's
businesses.

The company's businesses with NPI, in the past, were based on an arm-length
basis and primarily on technical aspects. Considering the Offeror having an
expertise in power generation business, the company's entering into
Long-Term Services Agreement with The Consortium of General Electric Energy
Parts Inc and General Electric International Operations Company, and the
company's own experiences on operation and maintenance, the company
believes that the operation and maintenance shall continue smoothly.

Effects on the establishment of power pool

With respect to the responding plan to power pool as developed by the
government to be implemented in 2003, the company has been closely
monitoring and continuously studying on the related policies.  At the same
time, expansion plan is being studied so as to enhance COCO's utmost
competitiveness in the pool. The company, in addition, has been in constant
and on-going process to improve quality and efficiency of production for
the customer's satisfaction. Moreover, the constant increase in electricity
demand in Map Ta Phut Industrial Estates and its vicinity gives the company
an opportunity to further expand its generating capacity to capture the
growing market. Such expansion will eventually reduce the marginal cost of
production and will increase COCO's competitiveness in the pool.

Listing Status on the Stock Exchange of Thailand
        
As for the listing status of the company on the Stock Exchange of
Thailand (SET), the Offeror intends to maintain COCO's listing status on
the SET and does not intend to delist COCO shares from the SET.  

However, the Offeror reserves the right to consider a voluntary delisting
of COCO in the event that the results of the tender offer cause COCO not to
comply with the criteria for the listing status as required by the SET
regarding share distribution, and/or optimizing returns to the Offeror from
its investment in COCO being best achieved by such delisting as per details
set forth in the Tender Offer Statement Part 2 Clause 9.3.   

The Company's future operation policies and plan

As for COCO's operation policy, the Offeror is constantly evaluating its
businesses and assets in Thailand in order to optimize returns on its
investment, and part of this on-going strategy may involve a
rationalization, restructuring consolidation or restructuring of these
business interests and management organizations, which may also include
COCO and its management structure and personnel.

Any such restructuring would be consistent with COCO's long-term plan of
remaining a major power producer in Thailand.  The Offeror does not have
any plan or policy to change COCO's objectives or the nature of its
business.  

Moreover, the Offeror and/or company in the Offeror's group may consider
distributing COCO shares to any strategic partner and/or general public as
part of future restructuring plan of the Offeror aimed to optimize returns
on its investment as details set forth in the Tender Offer Statement Part 2
Clause 9.3. and 9.4.    

2. Opinion regarding the accuracy of the information in respect of the
Company contained in the Tender Offer Statement

The company has considered the information in respect of the Company
contained in the Tender Offer Statement, and rendered the opinion that the
information therein is true and accurate.

3. Relationship or agreements between the Company's directors, either in
his/her own  personal capacity or on behalf of his/her entity, and the Offeror

3.1 Shares held by the company's directors in the Offeror

Three of COCO's directors, as representatives from Tractebel S.A., namely
1) Mr. Peter Termote 2) Mr. Dirk Beeuwsaert and 3) Mr. Johan De Bot,
together hold Tractebel S.A. shares under Tractebel's Employee Stock
Options Program less than 0.10 percent of the total outstanding shares of
Tractebel S.A.

3.2 Directorship held by the Company's directors in the Offeror

None of directors of the Offeror are directors or executives of COCO or its
related companies.  However, the Offeror has nominated executives of the
Offeror and/or related companies to become COCO's directors, namely:

1.  Mr. Pierre Swartenbroekx
2.  Mr. Guy Simon
3.  Mr. Peter Termote
4.  Mr. Johan De Saeger
5.  Mr. Dirk Beeuwsaert
6.  Mr. Johan De Bot
7.  Mr. Anut Chatikavanij


3.3 Cooperation and interrelated business

Loans between the Offeror and the Company

As of 31 December 2000, there are no loans between the Offeror and the
Company.  

Consortium Agreement between Industrial Power Company Limited (IP),
MTP Cogeneration Company (MTP), and Thai Cogeneration Company
(TCC) dated 20 September 1996
        
Subsidiaries of the company, which share the same directors with the
company have entered into Consortium Agreement with Industrial Power
Company Limited, subsidiary of H-Power Company Limited, which is a joint
company between the Offeror and Hemaraj Land and Development Company
Limited, to jointly produce and supply electricity for the Eastern
Industrial Estate, to decrease each member's reliance on EGAT or the
Provincial Electricity Authority for back up electricity, and to facilitate
each member's meeting its contractual commitments to offtakers.  

Details are set forth in the Tender Offer Statement Part 2 Clause 9.6 (5).

Power Supply Agreement

Pursuant to the Consortium Agreement, IP, MTP and TCC have entered into two
power supply agreements.  Details are set forth in the Tender Offer
Statement Part 2 Clause 9.6 (5).

3.4 Agreement or contract between the Company's Director and the Offeror
and its related companies

Operation and Maintenance Management Services and Technical Support
Agreement between MTP, TCC, and Sithe Hong Kong dated  April 28, 1999 (as
later assigned from Sithe Hong Kong to Sithe Asia)

Subsidiaries of the company, which share the same directors with the
company have entered into Operation and Maintenance Management Services and
Technical Support Agreement with Sithe Asia, which party was replaced by
Tractebel S.A. pursuant to a Novation and Release Agreement dated 9
November 2000. Details are set forth in the Tender Offer Statement Part 2
Clause 9.6 (6).

BANPU Share Purchase Agreement between the Offeror and BANPU dated February
22, 2001.

BANPU by its director namely Mr Chanin Vongkusolkit who is also the
company's director has entered into BANPU Share Purchase Agreement with the
Offeror on 22 February 2001 as details set forth in the Tender Offer
Statement Part 2 Clause 9.6 (1). However, on March 2, 2001, Mr Chanin
Vongkusolkit resigned from the position of COCO's director.  

4. A recommendation to the shareholders whether to accept or decline the
tender offer and reasons therefor. (In the event that the recommendation of
the Board of Directors is not unanimous, please specify the recommendation
of each director and the number of shares held by each such director. In
the event that the company is unable to render recommendation in any
particular way, please specify reasons for both acceptance and declination)

4.1 Opinion of the Board of Directors of the Company

The company's Board of Directors except the following directors who were
not present at the meeting on 19 March 2001 as follows:
        
        1.  Mr. Peter Termote
        2.  Mr. Guy Simon
        3.  Mr. Dirk Beeuwsaert

unanimously hereby renders its opinion as follows:

The Offeror is a reputable power producer. Its becoming a majority
shareholder should benefit the company because it can bring its expertise
in managing power plants to improve the efficiency in the power plant
management of the company, which will in turn enhancing the company's
competitiveness in the future.  

The tender offer price offered by the Offeror is not an unfair price for
the shareholders when compared to the market price of COCO's shares traded
on the SET prior to the tender offer.  However, the Board of Directors
opines that shareholders shall take other factors into consideration and
compare the benefits to be received from tendering shares in this tender
offer. For example, one shall consider the company's potential for business
expansion in the future.  

The shareholders, in making a decision on tendering shares in this tender
offer, should take into consideration, the opinion from the independent
Financial Advisor in details and should be at the discretion of each
individual shareholder.

The company hereby certifies that the above statements are true and
correct, and no concealment has been made on any material information,
which may affect the decision of the investors.


KRUNGTHAI THANAKIT: Applies For Delisting
-----------------------------------------
Krungthai Thanakit Finance Public Company Limited has submit to the Stock
Exchange of Thailand an application for delisting of shares with the
following details:

1. Type of Securities of the Company.

1.1 Ordinary Share/Preferred Shares.

1.1.1 In the amount, of 1,076,976,000 shares with par value of Bt10 each,
totaling Bt10.76976 billion.

1.1.2 Becoming listed securities in the Exchange from October 25, 1995

1.1.3 The latest trading price: Bt1.40 per share on April 11, 2001.

2. Approval from the shareholders meeting to delist the shares. The
ordinary shareholders meeting, held on April 12, 2001 resolved to delist
the shares of the company with the following details:

2.1 The number of all the shareholders: 1,888, holding,1,076,976,000.shares.

2.2 The number of small shareholders each of whom holds shares of not more
than 0.5 percent of the paid-up capital but less than one board lot: 1,858,
holding 14,719,087 shares, representing
1.37 percent of the paid-up capital.

2.3 The number of shareholders who attended the meeting in person: 5

2.4 The number of shareholders who attended the meeting by proxy: 30,
holding 1,062,189,818 shares, representing 98.63 percent of the paid-up
capital.

2.5 The number of shareholders who approved the delisting of shares: 30,
holding 1,062,189,818 shares, representing 98.63 percent of the paid-up
capital.

3. Reasons and facts concerning delisting of shares

At the meeting of the board of directors of BankThai Public Company Limited
No. 2/2544 held on January 31, 2001, the company's major shareholder, it
was approved in principle for the company to undertake all actions in
accordance with the details and procedures determined by the concerned
authorities and agencies for the delisting of the company's ordinary shares
from the Stock Exchange of Thailand.

This is to conform to BankThai's policy to delist the company's ordinary
shares after making share swap, as indicated in a prospectus on an offer to
swap BankThai's newly-issued shares with the company's shareholders on
December 15, 2000.  

Moreover, pursuant to a most urgent letter of the Ministry of Finance No.
Kor Khor. 0303/37598 dated December 22, 1998, it was stipulated that after
the Company has transferred its assets and liabilities, including the
finance and securities businesses, to BankThai, the company must return the
finance business license to the Bank of Thailand.

As a result, the company will only engage in following up hire purchase
business receivables and acting as agent for the promissory note exchange
program. It thus no longer needs to be a listed company and should delist
its shares from the Exchange.

4. The general offer to purchase from the shareholders and holders of
securities and other securities convertible into shares of the company.

4.1 Name of the offeror or group of offerors and relationship with the
company: Bankthai Public Company Limited whose the major shareholder of the
Company representing 98.62 percent of all ordinary shares.

4.2 Offer price of securities (classified into each type of securities)
Bt1.3566/share. The offer is subject to a brokerage fee of 0.25 percent of
the offer price and value added tax (VAT) of 7 percent of the brokerage
fee. The net offer price is Bt1.3530/share.

4.3 Name of financial advisor of the offeror BANKTHAI Public company Limited.

4.4 Name of independent financial advisor The Industrial Finance
Corporation of Thailand and IFCT Advisory Company Limited

4.5 Offer period: After the approval of voluntary delisting from the Stock
Exchange of Thailand (SET) and the approval of tender offer from the office
of the securities and Exchange Commission (SEC).


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
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Copyright 2000.  All rights reserved.  ISSN: 1520-9482.

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