/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/021118.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 Monday, November 18, 2002, Vol. 5, No. 228 Headlines A U S T R A L I A AMP LIMITED: Slimming Regimen to Trim Workforce by 1,200 COLES MYER: Ups Stake to 10% in Preparation for Wednesday's Vote HIH INSURANCE: Hong Kong Creditors Accept Payout Plan PMP LIMITED: Axes Two Printing Directors, as CEO Takes Charge WATER WHEEL: Prosecution Rests, Calls Defense Theory 'Unreal' C H I N A & H O N G K O N G ASIAN BAGS: HK High Court to Hear Wind Up Petition December 11 A.V. LIMOUSINE: High Court to Hear Wind Up Petition December 4 FAI FIRST: Hearing on Wind Up Petition Set for November 25 HIH CASUALTY: Voluntary Wind Up Petition to be Heard Nov. 25 HIH INSURANCE: Voluntary Winding Up Petition to be Heard Nov. 25 HIH HOLDINGS: Court to Hear Voluntary Wind Up Plea Nov. 25 KEEN LLOYD: Winding Up Petition Hearing Set for December 11 PCCW LTD.: Fixed-line Market Share to Drop, Says JP Morgan PLUS LUCKY: Wind Up Petition to be Heard January 2003 WORLDCOM ASIA: To Rationalize Business in Asia Pacific I N D O N E S I A ASTRA INTERNATIONAL: To Meet Creditors Next Week in Singapore J A P A N ASAHI BANK: Submits Business Reform Plan to FSA MINEBEA CO.: Malaysian Unit Enters Liquidation NIPPON MEAT: R&I Downgrades Rating to BBB+ NTT DOCOMO: Receives Notice From KPB Mobile N.V. TOMEN CORP.: Seeking Toyota Motor's Financial Assistance K O R E A CHOHUNG BANK: Prime Bidder to be Known Next Month DAEWOO GROUP: KAMCO Seeks Compensation from Former Owner HYNIX SEMICON: Restructuring Proposals Likely this Week M A L A Y S I A FABER GROUP: To Sell Assets, Hotel Stakes to Trim Down Debts HIAP AIK: Posts Proposed Debt Restructuring Plan MECHMAR CORPORATION: Posts Status Update on Loan Defaults PANGLOBAL BERHAD: Court Extends Life of Restraining Order SOUTH MALAYSIA: Posts Update on Restructuring Scheme UMW HOLDINGS: Liquidates Ailing Chinese Unit to Save Cash P H I L I P P I N E S BELLE CORPORATION: Swings to P520.5M Profit on Unit Sale BENPRES HOLDINGS: Widens Net Loss to US$8.44 Million BF HOMES: SEC Okays Capital Hike to PHP1 Billion EASYCALL COMMUNICATIONS: Posts Result of November 12 ASM IONICS INC.: US Unit Files Bankruptcy Petition MANILA ELECTRIC: S&P Lowers Rating to B+ MANILA ELECTRIC: SEC Orders Customer Refund METRO PACIFIC: FBDC Enters Agreement With PSE S I N G A P O R E ASIA PULP: Posts FY01 Financial Results of Indonesian Units NATSTEEL LIMITED: Clarifies Report on 98 Holdings' Stake Buy OSSIA INTERNATIONAL: Withdrawal of Winding Up Petition - - - - - - - - ================= A U S T R A L I A ================= AMP LIMITED: Slimming Regimen to Trim Workforce by 1,200 -------------------------------------------------------- Up to 1,200 or a quarter of 4,900 AMP employees in Australia could lose their jobs under the overhaul plan recently announced by newly appointed CEO Andrew Mohl. Citing Mr. Mohl, Sydney Morning Herald reported late last week that 500 employees in the Financial Services (AFS) division of the company have already been informed of their fate. A further 500 staff in the banking operations are next to go, the paper said. With an additional 160 jobs being cut at the group's head office and regional divisions, the total retrenchment tally could be as high as 1200. Mr. Mohl, who confirmed the restructuring costs would lead to a marginal reduction in earnings for the current financial year, said: "Tough times call for tough measures. The business needs to change - to become more efficient, more productive, more competitive and more cost effective." AMP has been under pressure to carry out a major overhaul of its life assurance and superannuation businesses after a downturn in global equity markets and a number of corporate blunders by Mr. Mohl's predecessor, Paul Batchelor, dragged the share price down almost 35 per cent this year. The paper says AMP will integrate its loss-making AMP Direct operation into the financial services division and reduce the cost base by 10 percent. But the banking division will receive the more drastic overhaul. Mr. Mohl said a number of options had been considered, including the outright sale of the banking business. There are also talks involving the sale of the company's credit card manufacturing business to American Express and plans to sell both its property finance and UK and New Zealand mortgage businesses, the paper said. Mr. Mohl stressed, however, that AMP-branded credit cards would still be distributed and the 175,000 cards now issued would not be affected by the changes. Other changes include the closure of AMP International's head office, the closure of the "new ventures" division, a winding back of AMP Asia and the closure of its Singapore office. The paper said Mr. Mohl refused to comment on the continuing review of the group's UK operation, which breached minimum capital requirements earlier this year and had to be bolstered by a $1 billion capital injection. COLES MYER: Ups Stake to 10% in Preparation for Wednesday's Vote ---------------------------------------------------------------- Embattled director Solomon Lew, who is trying to retain his seat in the Coles Myer board, now holds 10% of the company's shares after buying 14.98 million shares Thursday. A total of 18.24 million shares were traded that day, says The Sydney Morning Herald. Southern Cross Equities acted in Mr. Lew's behalf. Brokers, however, said the party who bought the 14.98 million shares immediately covered the entire deal with call options contracts, in effect, agreeing to sell the stock if required on December 19. Traders noted that the Lew camp now appeared to have contracts in place to sell at least 3.7 percent of the stock, or 45 million Coles Myer shares, in December. It is not clear whether this increased shareholding will be enough for Mr. Lew to retain his board seat. The company will hold its annual general meeting this Wednesday, during which time the election of directors will be held. So far eight fellow Coles Myer directors and minor institutional investors have vowed to vote against him. HIH INSURANCE: Hong Kong Creditors Accept Payout Plan ----------------------------------------------------- Hong Kong-based creditors of failed Australian insurer HIH Group have overwhelmingly approved the scheme proposed by liquidator PricewaterhouseCoopers for the payment of their claims, The Standard said late last week. PricewaterhouseCoopers partner and joint provisional liquidator Peter Whalley told the paper that more than 90% of the Hong Kong creditors voted in favor of the scheme. Liquidators had earlier set a 75 percent level as a benchmark to determine future course of action. Mr. Whalley said most of the 50 people and proxies at the creditors meeting voted for schemes affecting between 7,000 and 8,000 claims for HIH Insurance (Asia), HIH Casualty & General Insurance (Asia) and FAI First Pacific Insurance. For the largest company, HIH Insurance (Asia), the liquidators received 286 votes in favor and 12 against, which in terms of value represents HK$193 million for and HK$1 million against, Mr. Whalley said. For HIH Casualty & General Insurance (Asia), 43 approved and three voted no, representing HK$307.3 million and HK$1.3 million against. For FAI First Pacific, 12 voted in favor and three against, representing HK$120 million by value of vote against HK$3.5 million, Mr. Whalley said. The paper said liquidators will appear before a court on November 25 for legal approval of the scheme. "We're anticipating we've already cleared the largest hurdle. The scheme will then become effective - if the court sanctions it - from December 2," Mr. Whalley told The Standard. "Following that, the final submission date [for claims] is June 2, 2003." Payouts to claimants seeking less than HK$10,000 could begin in July 2004 at the earliest, Mr. Whalley said, with claims exceeding HK$10,000 to be paid six months later. PMP LIMITED: Axes Two Printing Directors, as CEO Takes Charge ------------------------------------------------------------- PMP Limited CEO Bob Muscat announced last week that he will personally takeover the operations of the loss-making printing division, adding that managing director John Leevers and sales and marketing director Gordon Thomas will leave the group. The Age newspaper says the latest round of management cuts follows this week's severe earnings downgrade, in which difficult trading conditions forced PMP to issue a dramatic earnings cut. "Our current situation is largely the result of poor performance in the print division, whose issues I have been monitoring for some time," Mr. Muscat said in a staff memo quoted by The Age. "I have, therefore, decided to immediately take over the leadership of the print division at an operational level. Print group managing director John Leevers and director (of) sales and marketing Gordon Thomas will leave the company," he said. Charged with consolidating its operations and strengthening PMP's print brand and management structure, Mr. Leevers was appointed head of the printing division in June 2000. He was previously chief general manager of Pioneer's Australian building products division. "It is imperative that we improve the print division's performance in the short term and, to that end, I am meeting over the next two days with 25 senior managers from all areas of the business to identify strategies to improve our effectiveness going forward," Mr. Muscat's memo said. Declining print volumes in core areas such as directories, retail, magazines and newspapers have squeezed margins. Competition has also caused a headache for the company, with both Melbourne and Sydney markets cluttered with rivals. Last week, PMP admitted that worse than expected market conditions would reduce first-half earnings before interest and tax (EBIT) to between AU$32 million and AU$35 million, from AU$59 million last financial year, or AU$51 million on a like- for-like basis. Earnings in the second half are also expected to falter, the company cautioning that it would suffer a similar decline, the paper said. WATER WHEEL: Prosecution Rests, Calls Defense Theory 'Unreal' ------------------------------------------------------------- The prosecution hit back at the defense late last week, as it rested its case against businessman John Elliot and former Water Wheel managing director Bernard Plymin. In its closing argument, the defense had claimed that the prosecution failed to prove its case and pointed out that corporate regulator did not have the constitutional power to prosecute the insolvent trading case in Victoria. Representing the Australian Securities and Investments Commission, solicitor Neil Young said there was "an air of unreality" about the evidence provided by the defense. According to the Sydney Morning Herald, Mr. Young painted a picture of Mr. Elliot "hanging on, hoping against hope that something would turn up." Unfortunately, he said, the decision to continue trading in the market "was not going to turn [the situation] around... [This] was manifestly clear because they were making greater losses month after month," he said. ASIC wants Mr. Elliott to be penalized for allowing Water Wheel to trade even after learning that the company could no longer pay its debts. The commission wants the directors banned from managing companies, fined and ordered to pay AU$4.23 million compensation to unsecured creditors. Water Wheel was placed into administration on February 16, 2000. "We would say that Mr. Elliott had reasons to hope against hope," Mr. Young continued. "Water Wheel as a miller was his vision -- certainly a vision that he persuaded other directors to adopt. "He was integrated in the sense that he was an upstream supplier of rice to Water Wheel, so it was a vision that Mr. Elliott, you would say, clung to hopelessly in the end," he said. Mr. Young said it's highly improbable for Mr. Elliott to claim that he had no knowledge of the company's insolvency, considering the ever-increasing monthly losses at Water Wheel. The solicitor also suggested that Mr. Elliott knew that ANZ Bank had asked PricewaterhouseCoopers to monitor the company, and he was aware from April 1999 that the company could not pay debts within credit terms. The Commission estimates that the company was already insolvent between mid-September and early October 1999. The company, however, continued to trade until prior to being placed into administration in 2000. "In our submission, the evidence has established that Mr. Elliott was aware of reasonable grounds for suspecting insolvency," Mr. Young said. Mr. Young argued there was "overwhelming evidence" to support its claim that Mr. Plymin had allowed Water Wheel to trade when insolvent, and noted he was "at the center" of the company's dealings with creditors, financiers and regulatory authorities during 1999. He claimed Mr. Elliott failed to act reasonably in carrying out his duties as a director, in part because he allowed management to continue providing accounts that were neither accurate nor timely despite repeated, but fruitless, requests for comparative figures. He also said Mr. Elliott could not escape ASIC's allegations by claiming that he was only one director and therefore had no power to halt trading or change Water Wheel's circumstances. "They could not go on, as the directors did here your honor, with no account of the monthly losses... and simply continue on and say 'well, nobody told us'," Mr. Young said. "They (the directors) are not entitled to 'fly blind' as they did in this case since November 1998." ================================ C H I N A & H O N G K O N G ================================ ASIAN BAGS: HK High Court to Hear Wind Up Petition December 11 -------------------------------------------------------------- Asian Bags & Caps Manufactory Limited faces a winding up petition, which the High Court of Hong Kong will hear on December 11, 2002 at 9:30 in the morning. Wong See Lung trading as Mei Shing Zipper Factory whose principal place of business is located at Flat 10, 10th Floor, Hung To Industrial Building, 37-39 Hung To Road, Kwun Tong, Hong Kong brought the petition on October 7, 2002. Gary Lau & Partners represents the petitioner. Creditors and other interested parties may attend the hearing. They only need to notify in writing Gary Lau & Partners, which holds office at Unit 401, 4th Floor, Golden Centre, 188 Des Voeux Road, Central, Hong Kong. A.V. LIMOUSINE: High Court to Hear Wind Up Petition December 4 -------------------------------------------------------------- A petition seeking the wind up of A.V. Limousine Services Limited will be heard on December 4, 2002 at 9:30 in the morning before the High Court of Hong Kong. Caltex Oil Hong Kong Limited whose registered office is located at 42nd Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong brought the petition on September 28, 2002. Lo, Wong & Tsui represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing. They only need to notify in writing Lo, Wong & Tsui, which holds office at Suites 1213-1219, 12th Floor, Jardine House, No. 1 Connaught Place, Hong Kong. FAI FIRST: Hearing on Wind Up Petition Set for November 25 ---------------------------------------------------------- A petition seeking the wind up of Fai First Pacific Insurance Company Limited is scheduled for hearing before the High Court of Hong Kong on November 25, 2002 at 9:15 in the morning. The company, which holds office at 2nd Floor, Chung Nam Building, 1 Lockhart Road, Wanchai, Hong Kong, voluntarily filed the petition on April 9, 2002. Creditors and other interested parties are encouraged to attend the hearing. They only need to notify in writing the law firm DEACONS, which holds office at the 3rd-7th, 18th and 29th Floors, Alexandra House, Hong Kong. HIH CASUALTY: Voluntary Wind Up Petition to be Heard Nov. 25 ------------------------------------------------------------ A petition seeking the wind up of HIH Casualty and General Insurance (Asia) Limited is scheduled for hearing before the High Court of Hong Kong on November 25, 2002 at 9:15 in the morning. The company, which holds office at the 2nd Floor, Chung Nam Building, 1 Lockhart Road, Wanchai, Hong Kong voluntarily filed the petition on April 9, 2002. Creditors and other interested parties are encouraged to appear during the hearing. They only need to notify in writing the law firm DEACONS, which holds office at the 3rd-7th, 18th and 29th Floors Alexandra House Hong Kong. HIH INSURANCE: Voluntary Winding Up Petition to be Heard Nov. 25 ---------------------------------------------------------------- The High Court of Hong Kong will hear on November 25, 2002 at 9:15 in the morning the voluntary winding up petition filed by HIH Insurance (Asia) Limited. The company, which holds office at the 2nd Floor, Chung Nam Building, 1 Lockhart Road, Wanchai, Hong Kong filed the petition on April 9. 2002. Creditors and other interested parties may attend the hearing. They only need to notify in writing the law firm DEACONS, which holds office at the 3rd-7th, 18th and 29th Floors, Alexandra House, Hong Kong. HIH HOLDINGS: Court to Hear Voluntary Wind Up Plea Nov. 25 ---------------------------------------------------------- The voluntary petition filed by HIH Holdings (Asia) Limited to wind up its business will be heard on November 25, 2002 at 9:15 in the morning before the High Court of Hong Kong. The company, which holds office at the 2nd Floor, Chung Nam Building, 1 Lockhart Road, Wanchai, Hong Kong filed the petition on April 9, 2002. Creditors and other interested parties are encouraged to attend the hearing. They only need to notify in writing the law firm DEACONS, which holds office at the 3rd-7th, 18th and 29th Floors Alexandra House Hong Kong. KEEN LLOYD: Winding Up Petition Hearing Set for December 11 ----------------------------------------------------------- The High Court of Hong Kong will hear on December 11, 2002 at 9:30 in the morning the petition seeking the wind up Keen Lloyd Resources Limited. Bank of China (Hong Kong) Limited, the successor corporation of The Kwangtung Provincial Bank, whose registered office is located at 14/F., Bank of China Tower, No. 1 Garden Road, Central, Hong Kong brought the petition on October 10, 2002. The law firm DEACONS represents the petitioner. Creditors and other interested parties may attend the hearing. They only need to notify in writing DEACONS, which holds office at the 3rd-7th, 18th and 29th Floors Alexandra House, Hong Kong. PCCW LTD.: Fixed-line Market Share to Drop, Says JP Morgan ---------------------------------------------------------- The share of telecom operator PCCW Ltd. in the fixed-line market is expected to drop further through 2005, as the sector continues to shrink due to more mobile phone use and declining use of business lines. In a research report, securities house JP Morgan said as many as 135,000 fixed-line subscribers will be stricken off PCCW's list in the second half alone. It expects the market share to drop to 76% by 2005 from 87% in June this year. Meanwhile, according to The Standard, the JP Morgan report also disputes the company's projection that it can pay a dividend soon. The brokerage firm does not expect PCCW to reach positive equity before 2004, meaning dividend payout would occur in 2004 at the earliest. As of September the firm's total debt was US$5.5 billion, a level that has constrained the firm from paying a dividend that many of its investors are clamoring for. PCCW has been refinancing the US$4.7 billion in bank debt the one-time Internet firm was left with after it paid US$28.5 billion in 2000 for Hong Kong's former monopoly phone company Cable & Wireless HKT. It is planning to retire ahead of schedule US$233 million worth of bank loans. The early payment will retire a loan tranche due to mature in 2006. According to the UBS Warburg client note, the prepayment transaction will be completed by November 18. In another development, PCCW management is studying the feasibility of spinning off its property assets, valued at about HK$8.2 billion, for a separate listing, market sources told The Standard. The assets include Pacific Century Place in Beijing, PCCW Tower in Taikoo Place and property management services. Citing a report by the Oriental Daily, the paper said PCCW was also considering including the development rights of the residential portion of the controversial Cyberport in Pok Fu Lam as a part of the spin-off. Sources, however, say the telecom giant would need to negotiate with the government before it could spin off any part of Cyberport. Analysts say the move is sensible because of the global downturn in telecom stocks. PLUS LUCKY: Wind Up Petition to be Heard January 2003 ----------------------------------------------------- The High Court of Hong Kong will hear on January 8, 2003 at 9:30 in the morning the petition seeking the wind up of Plus Lucky Limited. Chin Yuk Lun Francis and Chan Mee Yee both of Room 301, Chow Yei Ching Building, Pokfulam Road, Hong Kong brought the petition on October 25, 2002. Creditors and other interested parties may attend the hearing. They only need to notify in writing Lo & Lo, which holds office at the 35th Floor, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong. WORLDCOM ASIA: To Rationalize Business in Asia Pacific ------------------------------------------------------ WorldCom announced last week its realignment plan for its Asia Pacific business units. The plan is designed to better balance current market conditions and customer needs while concurrently optimizing its Asia Pacific network and operations. The company has refocused its Asian business plan with an emphasis on profitability rather than the traditional focus on revenue growth. Additionally, WorldCom Asia Pacific will continue to rationalize and optimize its local and international networks and facilities while seamlessly offering its premier data, Internet and voice services. WorldCom Asia Pacific intends to maintain its current level of network quality and reliability as well as world-class customer service and SLAs. "We are confident that this renewed commitment to our Asia Pacific business strategy will allow us to achieve continued stable and structured growth in the current market environment," said Seth Blumenfeld, President, WorldCom International. "It is our strong belief that this plan will allow WorldCom Asia Pacific to remain a highly competitive and stable communications service provider with world-class customer service. We will continue to provide customers with state-of-the-art data, Internet and voice offerings throughout the Asia Pacific region." The elements of this business plan include: (a) Maintaining retail and wholesale voice, IP and data services across the region. (b) Optimizing and rationalizing WorldCom network and facilities in the region without sacrificing quality and reliability that customers have come to expect. (c) Downsizing the workforce in Asia Pacific. (d) Reviewing existing market segmentation and channel strategy in a few countries and adjust them to better align customer requirements with WorldCom service offerings. (e) Centralizing and enhancing the existing Asia Pacific customer service functions in Singapore. The Singapore customer service centre provides 24x7 customer service support in seven languages: Cantonese, English, Mandarin, Japanese, Korean, Bahasa and Tagalog. "This realignment plan reinforces WorldCom's commitment to Asia Pacific. This region remains an integral part of WorldCom's global business strategy, and I am confident that we will see an overall stronger company as a result," said Mr. Blumenfeld. "Our new business plan will allow WorldCom Asia Pacific to be better positioned for the future and continue to provide premier products and customer service in any of our markets." WorldCom, Inc. (Nasdaq: WCOEQ, MCWEQ) is a pre-eminent global communications provider for the digital generation, operating in more than 65 countries. With one of the most expansive, wholly owned IP networks in the world, WorldCom provides innovative data and Internet services for businesses to communicate in today's market. In April 2002, WorldCom launched The Neighborhood built by MCI - the industry's first truly any- distance, all-inclusive local and long-distance offering to U.S. consumers for one fixed monthly price. Worldcom's Asia Pacific headquarters is located in Hong Kong. For more information, go to http://www.worldcom.com/asiapac CONTACT: US Media Claire Hassett +1-800-644-NEWS Asia Pacific Media Rowena Kwok +852-2233-6216 or pr@wcom.com.hk ================= I N D O N E S I A ================= ASTRA INTERNATIONAL: To Meet Creditors Next Week in Singapore ------------------------------------------------------------- PT Astra International hopes to ink a deal with creditors a week after meeting them in Singapore on November 26, 2002, reports the Dow Jones Newswires. Astra President Budi Setiadharma, in an interview last week, told the news agency that the firm is confident the meeting will be attended by two-thirds of the creditors. The company is trying to sell a revised debt-restructuring scheme that will push further the deadline to repay all its debts to 2009 from 2006. Late last month, Astra got approval from the steering committee, which represents around 40% of all creditors, for the rescheduling plan. According to Dow Jones sources privy to the new plan, the company will repay US$93 million and IDR111 billion ($1=IDR9025) each year until 2009. For this year only, the company will repay US$75 million and IDR100 billion. Creditors also have urged Astra to delay a plan to hold a rights issue until next year. The company, which is 32% owned by Singapore's Cycle & Carriage Ltd. (P.CYC), has debt totaling US$726 million and IDR881 billion, with annual payments due until 2006. Creditors include Isuzu Motors Asia Ltd., Marubeni Corp. (J.MRB or 8002), Itochu Corp. (J.CIT or 8001), and the Japan Bank for International Cooperation. ========= J A P A N ========= ASAHI BANK: Submits Business Reform Plan to FSA ----------------------------------------------- The Asahi Bank, Limited, (President, Yukio Yanase), a subsidiary of Resona Holdings, submitted a Business Reform Plan to the Financial Services Agency on Friday in relation to the Business Reform Order received on October 18, 2002, from the Financial Services Agency, based on the Emergency Measures Law for Early Achievement of Soundness of the Financial System (Article 20-2) and on the Banking Law (Article 26-1) because its lending balance to small and medium-sized enterprises fell short of the planned level under its 2001 Plan for Management Reforms. Inquiries concerning this announcement should be addressed to the Corporate Communications Division (Tokyo) of Resona Holdings. Telephone: +81-3-5223-5078 (Direct) MINEBEA CO.: Malaysian Unit Enters Liquidation ---------------------------------------------- Minebea Co. will liquidate its Malaysian unit Kuen Dar (M) Sdn. at the end of next September, Dow Jones reports. Kuen Dar, a manufacturer of audio-speaker boxes, is capitalized at MYR25 million. The move won't affect Minebea's group earnings forecasts for the fiscal year. NIPPON MEAT: R&I Downgrades Rating to BBB+ ------------------------------------------ Rating and Investment Information, Inc. (R&I), has removed the following ratings of Nippon Meat Packers from the rating monitor scheme, and has downgraded them as follows: Senior Long-term Credit Rating; L-T Bonds (6 series) R&I RATING: BBB+ (Downgraded from (A-); Removed from the Rating Monitor scheme) ISSUE: Domestic Commercial Paper Program R&I CP RATING: a-2 (Downgraded from (a-1); from the Rating Monitor scheme) ISSUE: Bonds Rated Issue Date Redemption Issue Amount (mn) Unsec. Str. Bonds No. 1 May 07, 1998 May 07, 2003 Yen 5,000 Unsec. Str. Bonds No. 2 May 07, 1998 May 07, 2004 Yen 5,000 Unsec. Str. Bonds No. 3 May 07, 1998 May 06, 2005 Yen 5,000 Unsec. Str. Bonds No. 4 Sep 25, 1998 Sep 25, 2008 Yen 10,000 Unsec. Str. Bonds No. 5 Oct 06, 1998 Oct 06, 2005 Yen 10,000 Unsec. Conv. Bonds No. 4 Sep 14, 1988 Sep 30, 2003 Yen 10,000 RATIONALE: Nippon Meat Packers, Inc., known as Nippon Ham is the biggest processor of ham, sausages and meat. In response to the maturation of the ham and sausage market, the Company has built a solid operational base through an expansion in meat and processed foods by taking advantage of its efficient distribution network. However, the decline in the brand image as a result of the beef buy-back fraud scandal damaged the sales of ham, sausages and other processed food, whose sales highly depend on brand power. Although sales decline in meat is relatively small backed by Nippon Ham's strong supply capabilities, the operational base of Nippon Ham is understood to become rather weaker than before. The possibility that earnings and cash flow will come under pressure due to a decline in the terms of trade with retailers cannot be denied. Therefore, R&I has downgraded the Company's Senior Long-term Credit Rating and the Domestic Commercial Paper Program rating and removed it from the Rating Monitor scheme. Nippon Meat Packers is currently making strenuous efforts to regain consumer trust. R&I will closely monitor the establishment of the legal compliance system and will watch carefully to see whether the terms of trade deteriorate further. NTT DOCOMO: Receives Notice From KPB Mobile N.V. ------------------------------------------------ On November 15, 2002, NTT DoCoMo, Inc. has received a notice from KPN Mobile N.V. (KPNM), in which the Company has a 15 percent voting interest, with regard to an opportunity to subscribe for further shares through exercise of our Top-up right in order to maintain our voting interest, as KPNM is to issue new shares to Koninklijke KPN N.V. NTT will decide and announce whether to subscribe new shares of KPNM or not by the middle of December. For further inquiries, please contact: Public Relations Department Mariko Hanaoka International PR NTT DoCoMo, Inc. Tel: +81-3-5156-1366 (9:30-19:00 Japan Standard Time) Fax: +81-3-5501-3408 e-mail: press_dcm@nttdocomo.com TOMEN CORP.: Seeking Toyota Motor's Financial Assistance -------------------------------------------------------- Ailing Tomen Corporation is seeking Toyota Motor unit Toyota Tsusho Corporation for assistance when the trading house implements its new midterm business plan that begins April 1, Japan Times said on Friday, citing Tomen President Morihiko Tashiro. The Company's earnings for the first half to September 30 plunged with sluggish revenues. Tashiro did not give further details. Toyota Tsusho is the largest shareholder of Tomen. Under the current business plan through March 31, Tomen aims to increase its capital to 33.1 billion yen, but as of the end of September its capital stood at 4.9 billion yen. The Company said its group net profit for the April-September period fell 45.8 percent from a year earlier to 2.25 billion yen. Tomen posted revenues of 1.08 trillion yen, down 14.9 percent, as its mainstay fuel segment declined substantially following the decision by OPEC to cut oil production. Meanwhile, The Company has decided to dissolve three of its overseas subsidiaries as of Thursday. They are Tomen Latin America S.A. in Panama, Tomen Panama S.A. in Panama and TM Trading Co. in Grand Cayman. For a copy of Tomen's First Half Fiscal 2002 Results and Projection for Growth in FY2002, visit http://www.tomen.co.jp/releasee/text.htm ========= K O R E A ========= CHOHUNG BANK: Prime Bidder to be Known Next Month ------------------------------------------------- The Public Fund Oversight Committee, tasked to handle the sale of Korea's oldest bank, will name a prime bidder for Chohung Bank in early December, according to a report from the Business Korea, citing sources from the Ministry of Finance and Economy. The date has been delayed as the labor union of Chohung Bank refused to submit related documents about corporate loans. Four bidders, including a consortium led by Shinhan Financial Group, were allowed to conduct due diligence on Chohung Bank. The three other bidders reportedly are Taiwan's Fubon Financial Holdings Co., U.S.-based Ripplewood Holdings LLC and Shinsei Bank Ltd. of Japan. The government wants to select a preferred bidder for the acquisition of the lender by the end of the month. The government, which owns 80% of Chohung Bank, is planning to sell about a 10%-20% stake in its latest block sale, but now is considering selling more than a 51% stake to speed up the bank's privatization. (M&A Reporter, Vol. 1, No. 227) DAEWOO GROUP: KAMCO Seeks Compensation from Former Owner -------------------------------------------------------- The Korea Asset Management Corporation (KAMCO) filed a suit at the Seoul District Court on October 31, asking the court to confirm ownership of a golf course and resident jointly owned by the former Daewoo group owner Kim Woo-choong's wife and son, Chosun Ilbo reports. The name of the golf course was not mentioned in the report. The state liquidation agency said Kim had transferred the ownership of the golf course to his wife and son by acquiring the full stake in the course through an injection of Company funds worth 1.28 billion won during September and October in 1996. KAMCO has been in procedures to seize the properties to make up for its lost investment through the acquisition of bonds issued by the subsidiaries of the former Daewoo group. HYNIX SEMICON: Restructuring Proposals Likely this Week ------------------------------------------------------- Creditors of Hynix Semiconductor are expected to get a report this week on proposals for restructuring the struggling chipmaker, Chosun Ilbo reported on Friday. Deutsche Bank of Germany worked out the proposals. The German bank's restructuring proposals feature a debt-for- equity conversion for about 50 percent of creditors' unsecured loans to the firm and a roll-over for the maturities of loans due next year, by two to three years. Korea Exchange Bank, the chipmaker's largest creditor, is studying ways to extend a US$210 million loan on Hynix's deal to sell off its TFT-LCD subsidiary to China's Beijing Orient Electronics group, for US$380 million. The report said the loan is to be shared by major Korean creditors, including Korea Development Bank, Woori Bank, and Cho Hung Bank. =============== M A L A Y S I A =============== FABER GROUP: To Sell Assets, Hotel Stakes to Trim Down Debts ------------------------------------------------------------ Property developer Faber Group Bhd is reportedly into preliminary discussions with major creditors to restructure its debts, which could see the disposal of some non-core assets, AFX-Asia said Friday. Citing sources privy to the talks, the news agency said the management is currently drawing up plans to sell assets and stakes in some hotels to "stem the bleeding" in the company. AFX-Asia says Faber Group's debts comprise mainly 1.099 billion ringgit in 2005 redeemable convertible secured bonds and 252.784 million ringgit non-convertible redeemable secured bonds. For the year to June 2002, Faber Group suffered a net loss of 129.23 million ringgit compared with the year earlier loss of 64.25 million ringgit, due to losses incurred by the hotel operations. The losses in the hotel division reflected the global economic slowdown and high interest charges on loans taken out for the construction of hotels, Faber said in a statement accompanying the results announcement in August. Asked to name the assets that Faber Group will be divesting, the AFX source said: "I don't think I am at liberty to tell you what assets are to be disposed... I think it is sufficient to say that the disposal has begun as can be seen from the recent sale of the company's 25 pct stake in MISC Haulage Sdn Bhd for 19.5 million ringgit." HIAP AIK: Posts Proposed Debt Restructuring Plan ------------------------------------------------ Further to the announcement made on August 8, 2002, AmMerchant Bank Berhad (AmMerchant Bank), on behalf of the Company wishes to announce that, on November 13, 2002, the Special Administrators of HACB (SA), on behalf of HACB had entered into a supplemental definitive agreement (Supplemental DA) with Dato' Noor Azaman@Noor Hizam bin Mohd Nurdin and Datin Norhayati Bt Abd Malik who are the shareholders of Lebar Daun Construction Sdn Bhd (LDCSB) to vary certain terms and conditions of the Memorandum of Understanding (Definitive Agreement or DA) dated August 7, 2002. On the same date, a conditional sale and purchase agreement was entered into between Dato' Noor Azman @ Noor Hizam bin Mohd Nurdin and Datin Norhayati Binti Abd Malik (collectively LDCSB Vendors) and Angkasa Ganda Berhad (AGB) for the Proposed Acquisition (as defined below). The Newco (as defined in the announcement dated August 8, 2002), i.e. AGB was incorporated with the intention to acquire and hold HACB exclusively for the implementation of the Proposed Restructuring Scheme. AmMerchant Bank, on behalf of the Company, wishes to announce the following: (i) Proposed capital reduction of RM0.99 for each existing ordinary share of RM1.00 each in HACB (HACB Share) and followed by a consolidation of 100 HACB shares of RM0.01 each into one (1) new consolidated HACB Shares (Proposed Capital Reduction and Consolidation); (ii) Proposed arrangement of HACB ICULS and cancellation of outstanding HACB Warrants and ESOS (Proposed Arrangement of HACB ICULS and Cancellation of Outstanding HACB Warrants and ESOS); (iii) Proposed acquisition of the entire equity interest of HACB through the issuance and allotment of one (1) ordinary share of RM0.50 each in AGB (AGB Share) for every one (1) consolidated HACB Share held by the shareholders of HACB (Proposed Share Swap); (iv) Proposed acquisition of the entire equity interest of LDCSB comprising/will comprise 17.0 million ordinary shares of RM1.00 each from the LDCSB Vendors for a total consideration of RM74.5 million to be satisfied via an issuance of 113.0 million AGB Shares and RM18.0 million nominal value of ICULS at 100% of the nominal value of RM1.00 each (Proposed Acquisition); (v) Proposed exemption from the obligation to extend an unconditional mandatory general offer for the remaining shares in AGB not held by Dato' Noor Azman @ Noor Hizam bin Mohd Nurdin and Datin Norhayati Bt Abd Malik and persons acting in concert with them (Proposed Exemption); (vi) Proposed fund raising via the following exercises: (a) Proposed public issue of 5.0 million new AGB Shares (Public Issue Shares) at an indicative issue price of RM1.20 per Public Issue Share to eligible Directors and employees of LDCSB, potential investors and the Malaysian public (Proposed Public Issue); (b) Proposed offer for sale of 5.0 million AGB Shares by LDCSB Vendors to the Malaysian public and a proposed placement of 14.0 million AGB Shares by LDCSB Vendors to placees to be identified at an indicative offer price of RM1.20 per AGB Share (Proposed Offer for Sale and Placement of AGB Shares); and (c) Proposed placement of up to RM100,000 nominal value of ICULS at 100% of the nominal value of RM1.00 each by the creditors of HACB (Proposed Placement of ICULS) (Collectively referred to as Proposed Fund Raising); (vii) Proposed settlement of amounts owing by HACB to creditors by undertaking the following proposals: (a) Proposed Cash Payment; (b) Proposed Transfer of Shares; (c) Proposed Transfer of ICULS; and (d) Proposed Put and Call Arrangement; (Collectively referred to as Proposed Debt Settlement); (viii) Proposes transfer of listing status from HACB to AGB on the Second Board of the KLSE (Proposed Transfer of Listing Status); (ix) Proposed disposal of HACB to a special purpose vehicle (SPV) (Proposed Disposal of HACB to SPV). (Collectively referred to as Proposed Restructuring Scheme) NOTE: This summary is intended to assist in understanding the proposed restructuring scheme and is not intended to be a complete description of the proposed restructuring scheme. This summary is qualified in its entirety by the detailed information, which may be viewed through this link http://announcements.klse.com.my/EDMS/edmsweb.nsf/ba387758ae3741 2b482568a300466fb6/482568bb00440ef448256c7100492816/$FILE/Requis ite Announcement.doc COMPANY PROFILE Hiap Aik Construction Bhd (HACB) has been operating from Malacca since incorporation. Prior to its incorporation, the founder of HACB, Yap Seng Hock, started the business under a partnership in the early 1960s. During the early years of the Company, it was involved in construction works for plantation companies, Dunlop Estates Bhd and Kumpulan Guthrie Bhd. As the Company expanded over the years, it diversified into construction for the government and private sectors. Today, HACB is a registered "Class A" contractor and currently, the Group's job order book and work-in- progress total approx. RM351 million. The Company also has its own timber moulding operations. Production capacity of these operations is 50 tons of timber per month for the manufacture of plywood flush doors, window frames and other timber-related products. All the timber moulding products manufactured are used solely for the Company's construction activities. In line with diversification plans in 1993 and 1994, HACB ventured into the manufacturing of cement sand bricks and precast blocks as well as trading and distribution of building materials. In 1995, HACB ventured into property development in Sungai Besi and Malacca. This was followed by the Company's diversification into oil palm plantations in 1999. CONTACT INFORMATION: 327-A, Taman Melaka Raya 75000 Melaka Tel: 06-2848398 Fax: 06-2838086 MECHMAR CORPORATION: Posts Status Update on Loan Defaults --------------------------------------------------------- Mechmar Corporation (Malaysia) Bhd posted late last week an update on its defaulted loan as of October 31, 2002. A copy of the table containing details of the loans may be viewed through this link http://announcements.klse.com.my/EDMS/edmsweb.nsf/ba387758ae3741 2b482568a300466fb6/482568bb00440ef448256c710034c678/$FILE/klse- loan-1002.xls COMPANY PROFILE The Company was a general trading company until May 2, 1984 when it entered into an agreement with Bestobell South East Asia Pty Ltd to merge its activities with the Bestobell companies in Malaysia. Under the terms of the merger, Mechmar acquired 100% of Bestobell Engineering Sdn Bhd, Bestobell Malaysia Sdn Bhd and Bestobell Properties Sdn Bhd. From January 1, 1998 the trading and marketing operations of the Group traditionally managed by the Company, were transferred to Mechmar Energy Sdn Bhd. The Company is now focused on four areas: boiler manufacturing, power plant, property development and trading. The Company has penetrated international markets with the marketing of industrial boilers and thermal oil heaters in Sri Lanka, Indonesia, Thailand, Columbia, UK and Chile. It also has completed several power plant projects in Indonesia, Papua New Guinea, Ghana, Honduras, Thailand, Sri Lanka and Tanzania. On July 4, 2000, the Company together with five local licensed banks and a local merchant bank, entered into a Forbearance Agreement whereby the bankers agreed to forbear from exercising guarantors' rights under a Guarantee Facility Agreement, and to grant the Company five years' extension to fully settle RM42 million, which was due in 1999. In 2001, the Company disposed of its DIY (Do-It-Yourself) business operations (Handi-Mart) and its stock-in-trade on a consignment basis. In return, the Company will receive royalty income under a management agreement with the third party. CONTACT INFORMATION: No. 1 Jalan Perunding U1/17 Seksyen U1 Hicom Glenmarie Industrial Park 40150 Shah Alam Tel: 03-5569 2828 Fax: 03-5519 1316 PANGLOBAL BERHAD: Court Extends Life of Restraining Order --------------------------------------------------------- Further to the announcement made on behalf of Panglobal Bhd by Commerce International Merchant Bankers Berhad (CIMB) on May 15, 2002, CIMB wishes to announce that the restraining order under Section 176 of the Companies Act, 1965 dated September 21, 1998 granted to PGB and four (4) of its subsidiaries, namely PanGlobal Properties Sdn. Bhd., Limbang Trading (Limbang) Sdn. Bhd., Global Minerals (Sarawak) Sdn. Bhd. and Menara PanGlobal Sdn. Bhd, which expires on November 15, 2002, has been extended by the High Court of Malaya for a further period of six (6) months to May 15, 2003. COMPANY PROFILE The Group'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, the Company 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. Subsequently, the Company, in 1994, disposed of its property development division and computer division and, in 1995, its textile operations. Subsequently, the Company became involved in timber extraction and related activities and operation of a coal mine. Both activities are carried out in Sarawak. An affected listed issuer under Practice Note 4/2001 of KLSE's Listing Requirements, the Company has submitted a proposed composite scheme of debt arrangement to the SC and the relevant authorities. The proposals are awaiting approval from SC, the High Court of Malaya and shareholders. A Restraining Order under Section 176 of the Companies Act, 1965, granted to PanGlobal together with four of its subsidiaries (PanGlobal Properties Sdn Bhd, Menara PanGlobal Sdn Bhd, Global Minerals (Sarawak) Sdn Bhd and Limbang Trading (Limbang) Sdn Bhd) has been extended to May 15, 2003. This Restraining Order affects only banking creditors. CONTACT INFORMATION: Level 27, Menara IMC 8 Jalan Sultan Ismail 50250 Kuala Lumpur Tel: 03-2019199 Fax: 03-2023977 SOUTH MALAYSIA: Posts Update on Restructuring Scheme ---------------------------------------------------- Further to the announcement made on behalf of South Malaysia Industries Bhd on November 13, 2002, Alliance Merchant Bank Berhad, on behalf of SMI, is pleased to announce that the Company on November 13, 2002 has executed the following: (i) Deed poll constituting the warrants (Warrants) to be issued pursuant to the Bonds Restructuring, Debts Restructuring and Replacement of Warrants; (ii) Trust deed between SMI and Universal Trustee (Malaysia) Berhad (the Trustee) constituting the redeemable convertible secured loan stocks (RCSLS) (RCSLS Trust Deed). (iii) Trust deed between SMI and the Trustee constituting the irredeemable convertible unsecured loan stocks. (iv) Security Sharing Agreement between SMI, Stellar Acres Sdn Bhd, Perantara Properties Sdn Bhd (PPSB), both wholly owned subsidiaries of SMI, and the Trustee whereby the parties have agreed to regulate the priority and sharing of the security under the charges created over certain properties of the SMI group in favor of the Trustee. (v) Sinking Fund Assignment between SMI and the Trustee to assign to the Trustee the Sinking Fund Account (as defined therein) and all monies therein as security for the payment or satisfaction of all indebtedness of SMI to the holders of the RCSLS arising under or in connection with the RCSLS, RCSLS Trust Deed and other documents as may be executed as security for the RCSLS. (vi) Assignment of Warrants Proceeds between SMI and the Trustee to assign to the Trustee the proceeds from the exercise of the existing warrants and Warrants less any issue expenses, as security for the payment and repayment of the RCSLS. (vii) Assignment of Sales of the KEE Project Units between PPSB and the Trustee to assign to the Trustee Deposits (as defined therein) payable or may be made payable into the Sinking Fund Account (as defined therein in relation to the sale of the KEE Project Units(as defined therein), as security for the payment and repayment of the RCSLS. COMPANY PROFILE The Company, which was originally engaged primarily in the manufacture and trading of assorted metal wire and zinc sheets, began diversifying its activities in 1984. In 1989, the manufacture of galvanized iron sheets was terminated due to continued shortages of raw materials and escalating import costs. The manufacture of wire-mesh also ceased. The principal activity of SMI thereafter changed to that of property development with the acquisition of Perantara Properties Sdn Bhd and Kuchai Entrepreneurs Park in 1993. In 1994, the Company entered into various JVAs in China, dealing mainly with the leisure and entertainment industry. This helped launch SMI into the international scene. In the process of expanding its entertainment business, the Company acquired a 70% equity stake in UA Cineplex Holdings Sdn Bhd (UA). In November 2000, the Company unveiled its comprehensive debt restructuring and capital raising exercises. The proposals were revised on February 16, 2001 to incorporate a share premium reduction exercise and restructure, additional loan and liquidated damages. BNM and FIC approved the proposals on January 22, 2001 and February 19, 2001 respectively. Currently, approvals from its lenders, shareholders, the High Court and the SC are still pending. CONTACT INFORMATION: 2G Bangunan Foh Chong Jalan Ibrahim 80000 Johore Bahru Tel: 07-2241088 Fax: 07-2238988 UMW HOLDINGS: Liquidates Ailing Chinese Unit to Save Cash --------------------------------------------------------- UMW Holdings Bhd wishes to announce that its 52%-owned subsidiary company incorporated in the People's Republic of China, i.e, Beijing Aiqing Sweeper Manufacturing Co., Ltd. (Beijing Aiqing), held through UMW Equipment & Engineering Pte. Ltd., a wholly owned subsidiary company incorporated in Singapore, has received notification of approval from the Beijing Foreign Economic and Trade Committee to commence the process of winding-up of Beijing Aiqing's operations. Beijing Aiqing was set up in March 1995 to undertake the production and marketing of road sweepers and other road maintenance equipment and provision of related spare parts and after-sales services in the People's Republic of China. As Beijing Aiqing's level of business has been insufficient in recent years, the liquidation of the company has been initiated as a cost-saving measure. The Board of Directors of Beijing Aiqing has appointed a working group and liquidation committee for purposes of the above liquidation. Other than the liquidation expenses, there is no material impact on the net tangible assets and earnings per share of the UMW Group arising from the liquidation. COMPANY PROFILE The Group is principally engaged in the trading and manufacturing of a wide range of light and heavy equipment for use in the industrial, construction and agricultural sectors and trading in related spares. It also imports, assembles and markets passenger and commercial vehicles and related spares. The Group's origins can be traced back to the 1970s, when United Motor Works (M) Holdings Bhd, later known as UMW Corporation Bhd (UMW Corp), was formed to take over the Malaysian business of the United Motor Works Singapore Group. Up to 1982, the UMW Group's business had been concentrated mainly in the heavy and light equipment sector servicing the logging, construction and industrial markets. It now represents international names such as Komatsu, Case, Bomag, Toyota (forklifts) etc. and also manufactures various parts and components for the automotive sector. In 1982, the Group diversified into passenger and commercial vehicle sales when it obtained the Toyota vehicle franchise for Malaysia. The Group undertook a capital restructuring exercise in late 1987 which resulted in another company, UMW Holdings, acquiring 100% of UMW Corp on November 10, 1987 and later obtaining a listing on the Stock Exchanges in Malaysia and Singapore on December 2, 1987. All in, UMW Corp had been listed on the exchanges from November 17, 1970 to December 2, 1987. In 1992, the Company entered into a JV with five other companies to participate in the second national car project namely, Perodua. UMW is the largest shareholder in this venture with 38% equity. The Group's heavy equipment division via UMW Corporation Sdn Bhd was appointed by LG Cable Ltd of Korea in December 2000 as the sole distributor in Malaysia for LG agricultural equipment. In January 2001, UMW Equipment Sdn Bhd was appointed by Astec International, Inc, of Tennessee, US, as the official distributor in Malaysia for Astec asphalt plants and related equipment and control systems, Roadtec cold planers, asphalt pavers and material transfer vehicles and Heatec asphalt heating equipment, polymer and rubber blending plants and storage systems and also for provision of parts and after-sales service support. Overseas, UMW Equipment Systems (Changshu) Co Ltd, was appointed dealer for Toyota industrial equipment for the greater Shanghai area. The Group's Singapore Division consolidated its operations in December 2000, with the merging of two companies, UMW Trading & Engineering Pte Ltd and UMW Equipment Systems Pte Ltd into an integrated operation under the new name of UMW Equipment & Engineering Pte Ltd, to reflect the two core businesses of equipment distribution and engineering. CONTACT INFORMATION: 3rd Floor, The Corporate Jalan Utas (15/7) Batu Tiga Industrial Estate, 40700 Shah Alam Tel: 03-5591911/4133/1340 Fax: 55102282 ===================== P H I L I P P I N E S ===================== BELLE CORPORATION: Swings to P520.5M Profit on Unit Sale -------------------------------------------------------- Belle Corporation posted a consolidated net profit of 520.5 million pesos in the nine-month period to September, versus a net loss of 977.1 million a year ago, AFX Asia reports. Contributing significantly to Belle's turnaround was its net capital gain from the sale of its majority stake in Highlands Prime Inc. to Henry Sy Sr of the SM group. The Company said it raised some 2.8 billion pesos from the sale, but did not offer quarterly results from its operations. Belle, however, incurred operating losses of 15.2 million pesos during the period, compared with the year-earlier loss of 93.4 million pesos. BENPRES HOLDINGS: Widens Net Loss to US$8.44 Million ---------------------------------------------------- Benpres Holdings Corporation widened its net loss to 40.4 percent to 450 million pesos (US$8.44 million) during the nine- month period ending September, the Business World said on Friday. The Company is still negotiating with creditors to restructure nearly US$600 million in debt. Two creditor banks, BNP Paribas and Standard Chartered Bank did not participate in a debt restructuring deal under its Exchangeable Notes Facility Agreement (ENFA) and have since demanded loan payment amounting to $3.6 million and PhP100 million, respectively. Possible refinancing of these outstanding obligations are being discussed. BF HOMES: SEC Okays Capital Hike to PHP1 Billion ------------------------------------------------ The Securities and Exchange Commission (SEC) has approved BF Homes Inc.'s application to increase its authorized capital stock to 1 billion pesos, Business World reports. The real estate developer filed an application for an increase in authorized capital to P1 billion from P346 million to improve its financial condition. The Company's subscribed and paid-up capital now stands at 821.22 million pesos, 330 percent higher compared to the previous figure of 190.740 million pesos. The additional capital will come in the form of 630.48 million pesos worth of real estate properties in Las Pinas City, which will be injected by another real estate developer, Eagle Pacific, Inc. The move will make Eagle Pacific as BF Homes' major stockholder with 630.48 million pesos. Other stockholders are Banco Filipino Savings and Mortgage Bank with 30.88 million pesos, Philippine Shares Corp. with 11.95 million pesos and BF Town Corp. with 11.27 million pesos. BF Homes is the real estate affiliate of Banco Filipino Savings and Mortgage Bank. The Company was placed under the Securities and Exchange Commission (SEC) receivership in 1988 wherein the commission created a committee to run the affairs of the bankrupt Company while it was under rehabilitation. The Company issued asset participation certificates worth 632 million pesos, enabling the SEC to free BF Homes' properties from the liens of mortgage's. Through this, the SEC was able to enhance the values of BF Homes' properties and sell them at the best prices in the open market. EASYCALL COMMUNICATIONS: Posts Result of November 12 ASM -------------------------------------------------------- EasyCall Communications Philippines Inc. announced that at its November 12, 2002 Annual Stockholders Meeting (ASM), the following matters were taken up and approved: 1. The increase in number of directors from 7 to 9. 2. The election of members of the board of directors: Modesto N. Cervantes Jose Roberto C. Delgado Socorro Z. Niro Loh Kai Keong Arthur P. Tugade Jonathan M. Cervantes Carlos Dominguez Roberto Manabat Rafael Garcia III 3. Appointment of Sycip Gorres Velayo & Co. as external auditors. Appointment of corporate officers, as follows: Chairman of the Board of Directors - Modesto N. CervantesVice Chairman & CEO - J. Roberto C. DelgadoPresident & COO - Socorro Z. NiroCorporate Secretary - Ma. Romela BengzonTreasurer - Susanette T. Cu. For more information, go to http://bankrupt.com/misc/tcrap_easycall1116.pdf IONICS INC.: US Unit Files Bankruptcy Petition ---------------------------------------------- Ionics Circuits USA, a U.S. unit of Ionics Inc., filed for an involuntary bankruptcy petition before the US Bankruptcy Court of the Northern District of California, AFX Asia reports. Tyco Electronics Corporation, Photocircuits and MCX filed the bankruptcy petition after it disclosed plans to close down Ionics Circuits. Ionics said it has filed a separate petition asking the court to declare it is not liable for the debts and obligations of Ionics Circuits being claimed by Tyco. It said the basis for Tyco's claim, a written guarantee from an Ionics official, "appears to a be a forgery." Tyco is seeking payment of US$3.63 million from Ionics to cover unpaid invoices, as well as US$2 million in cancellation charges. Ionics unit Synertronix Inc has hired Taiwan PCB Techvest Co Ltd. to provide advice on quality control, operations, purchasing, sales and marketing starting January 1, 2003. MANILA ELECTRIC: S&P Lowers Rating to B+ ---------------------------------------- Standard & Poor's Ratings Services said Friday it had lowered its rating on Philippine electricity distributor Manila Electric Co. (Meralco) to 'B+' from 'BB' following confirmation of a Supreme Court decision which requires the company to reimburse an estimated Philippine peso (PhP) 28 billion (US$523 million) in excess electricity charges to customers. "While the final amount to be reimbursed and the schedule for reimbursement are not yet finalized, the decision will place extreme pressure on Meralco's financial position", said Mary Ellen Olson, director at Standard & Poor's. The rating on the company remains on CreditWatch negative following the rating action, reflecting concerns about Meralco's ability to service debt in 2003 and beyond. Ms. Olson said: "The Supreme Court's decision and Meralco's currently weak financial profile are expected to make it more difficult for the company to secure needed debt refinancing in 2003." Standard & Poor's will continue to monitor the situation, in particular the cash flow and timing implications of the decision including any subsequent legal proceedings. A decision by the Energy Regulatory Commission on tariff unbundling, expected before the end of 2002, will also be relevant in accessing the prospects for Meralco. MANILA ELECTRIC: SEC Orders Customer Refund ------------------------------------------- Manila Electric Co (MER) was ordered by the Supreme Court to refund over billings to customers, BPI Securities reports. The ruling stems from a 1998 petition to the court by the then Energy Regulatory Board which alleged MER had over billed customers by at least P11Bn from February 1994 to February 1998 due to its treatment of income tax as operating expense. The SC ordered MER to refund or credit to customers P0.167 per kilowatt-hour in over billings from 1994 to 1998, and also ordered the company to refund P0.017 per kWh to cover income tax payments, which it charged to customers during the period. The refund may increase to as high as P28Bn if the prescriptive period is extended to the present. METRO PACIFIC: FBDC Enters Agreement With PSE -------------------------------------------- Fort Bonifacio Development Corporation (FBDC), a part of the Metro Pacific Corporation Group, has signed a final, definitive agreement with the Philippine Stock Exchange (PSE) providing for the transfer of the PSE headquarters to the Bonifacio Global City within a seven-year timeframe. The agreement, subject to a number of terms and conditions, is expected to close before the end of 2002. Under the terms of the agreement, a subsidiary of FBDC, Crescent West Development Corporation (CWDC) will own Lot 9-5, with an area of 2,182 square meters, located within the Bonifacio Global City. Over a seven-year period, and beginning one year from the date of closing of the Agreement, FBDC will begin transferring equal blocks of shares, representing the value of Lot 9-5 into CWDC. All taxes, costs and expenses of the transfer, including SEC fees providing for increase in the capital stock of the special purpose vehicle, shall be undertaken by CWDC. The agreement also provides that over the seven year transfer period, FBDC will have an option to construct a new PSE headquarters building, with an initial gross floor area of 12,000 square meters and parking bay accommodating 120 vehicles, to be built under a cost limit of P250 M. FBDC may also increase the floor area by an additional 12,000 square meters, an expansion that it would possess exclusively, with separate access for both the PSE and FBDC areas. The PSE will hold the right to name the building. FBDC must exercise its option to construct the initial PSE headquarters within four years from the Agreement's signing, and turnover the building shell to the PSE within 18 months from construction start. Should FBDC decide not to exercise its option, the Agreement provides for FBDC to accelerate the transfer of share into CWDC in favor of the PSE, thereby releasing it from any obligation to undertake construction. In the event of a "FBDC exit" from the Agreement, the accelerated transfer of shares into CWDC will result in the PSE's total ownership over CWDC, and thus, over Lot 9-5. The agreement also contains an option for the PSE to accelerate construction of its headquarters building by relieving FBDC of any obligation to undertake construction. However, should PSE exercise this "PSE exit" option, the PSE will be required to construct the building on its own, or in conjunction with a third-party developer, and begin construction within one year from the time of exercising this option. FBDC will possess the right to match any arrangement PSE decides to undertake with a third party developer, under a right of first refusal. Meanwhile, AFX Asia reported that Metro Pacific is still "in active negotiations" for the reduction or restructuring of its debt from the end-2001 level of 11.9 billion pesos. As of end-September, only 2.8 billion pesos of its bank debt remain subject to either repayment or restructuring. This figure excludes the 4.7 billion pesos principal loan owed to First Pacific Co. unit Larouge BV, and other secured debt of the Company. For a copy of the press release, go to http://bankrupt.com/misc/tcrap_mpc1116.pdf ================= S I N G A P O R E ================= ASIA PULP: Posts FY01 Financial Results of Indonesian Units ----------------------------------------------------------- Asia Pulp & Paper Company Ltd (APP) recently announced details of audited condensed and consolidated financial results for the year ended December 31, 2001 for PT Indah Kiat Pulp and Paper Tbk Indah Kiat, PT Pabrik Kertas Tjiwi Kimia Tbk Tjiwi Kimia, PT Pindo Deli Pulp and Paper Mills Pindo Deli and PT Lontar Papyrus Pulp and Paper Industry Lontar Papyrus" and, together with Indah Kiat, Tjiwi Kimia and Pindo Deli, the "Indonesian Subsidiaries. The condensed financial statements for the year ended December 31, 2001 supplement this press release. On June 17, 2002, APP released selected preliminary, unaudited financial data as of December 31, 2001, for each of Pindo Deli and Lontar Papyrus. In the June 17, 2002 release, APP emphasized that the preliminary financial data set forth in the release was preliminary, un audited and subject to change. The selected financial data released today contains certain material changes to certain of the data released on June 17, 2002, which are highlighted in this release. APP derived the selected financial data from the reports of each of the auditors for the Indonesian Subsidiaries on the 2001 consolidated financial statements of each of the Indonesian Subsidiaries and from the opinions of those auditors on the 2001 consolidated financial statements of each of the Indonesian Subsidiaries. The auditors for each of the Indonesian Subsidiaries have stated that they were unable to, and did not, express an opinion that the 2001 consolidated financial statements of each of the Indonesian Subsidiaries present fairly, in all material respects, the financial position as of December 31, 2001 and the results of operations and cash flows for the year ended December 31, 2001, for each of the Indonesian Subsidiaries. The debt restructuring exercise relating to APP and its subsidiaries, including the Indonesian Subsidiaries, is complex and continues to involve analysis of a myriad of complex transactions that span many jurisdictions and laws and will likely take a lengthy period of time to complete. Resolution of the issues relating to these transactions could require the Indonesian Subsidiaries, or other companies in the APP group, to recognize additional liabilities or penalties which have not been recognized or reflected on their financial statements. Subject to the paragraphs below, the 2001 consolidated financial statements of each of the Indonesian Subsidiaries have been prepared on the basis of generally accepted accounting principles in Indonesia which differ in certain material respects from generally accepted accounting principles in the United States and in other countries. Effective January 2001, Pindo Deli adopted PSAK No.38 "Accounting for Restructuring of Entities Under Common Control" in relation to its acquisition of companies that purchased the land described below (the "Land Companies, which purchase was previously disclosed in Pindo Deli's audited financial statements for the year ended December 31, 2000. Under PSAK No. 38 Pindo Deli was required to account for the acquisition of the Land Companies using the "pooling of interest" method. However, Pindo Deli accounted for the acquisition of the Land Companies using the "purchase" method. Pindo Deli's auditors have concluded that Pindo Deli's accounting treatment of the acquisition of the Land Companies was not in conformance with generally accepted accounting principles in Indonesia. For more information, click on http://bankrupt.com/misc/tcrap_app1116.pdf 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. NATSTEEL LIMITED: Clarifies Report on 98 Holdings' Stake Buy ------------------------------------------------------------ This is the letter from Lim Su-ling, corporate secretary of NatSteel Limited, to the Business Times newspaper: "We refer to the article '98 Holdings Clinches DBS' NatSteel Stake' in the Business Times [Thursday]. "The article refers to events leading to the sale by The Development Bank of Singapore Ltd (DBS Bank) of its 14.67% stake in NatSteel Ltd to Excel Partners Pte. Ltd. (Excel), a shareholder of 98 Holdings Pte. Ltd. (98 Holdings). "We wish to clarify that shares in NatSteel were suspended from trading at 4.03 pm [Wednesday] upon and as a result of the Company's receipt of a proposal from 98 Holdings to revise the 98 Holdings Offer (as further described in the announcement by NatSteel on November 13, 2002). The suspension of the NatSteel Shares was not due to nor "based on a commitment already made [by DBS Bank] to sell its NatSteel stake to Excel" as stated in the article. The Company made an announcement [Wednesday] pursuant to its acceptance of the Revised 98 Holdings Offer and the suspension of the NatSteel Shares was accordingly lifted. The Company also wishes to state that it was not a party to any decision on the purchase or proposed purchase of NatSteel Shares by Excel or Sanion Enterprises Limited. OSSIA INTERNATIONAL: Withdrawal of Winding Up Petition ------------------------------------------------------ Further to our announcement made on 25 October 2002, the Board of Directors of Ossian International Limited announced that the winding up petition against the Company by Westpac Banking Corporation has been withdrawn. S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Asia Pacific is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick, Larri-Nil Veloso, Maria Cristina Pernites-Lao, Editors. Copyright 2002. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***