Amendment to Tender-Offer Statement — Going-Private Transaction — Schedule 13E-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13E3/A King Power International Group Co., Ltd 10 57K
2: EX-99.A1 Definitive Information Statement 186 945K
3: EX-99.D4 Final Judgment & Order of Dismissal With Prejudice 6 23K
4: EX-99.D5 Order Awarding Fees, Expenses & Costs 3 14K
5: EX-99.D6 Order Approving Plan of Allocation of Settlement 3 14K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
(Amendment No. 4)
Rule 13e-3 Transaction Statement (Under Section 13(e) of the
Securities Exchange Act of 1934)
KING POWER INTERNATIONAL GROUP CO., LTD.
(Name of Issuer)
KING POWER INTERNATIONAL GROUP CO., LTD.
KP (THAILAND) COMPANY LIMITED
VICHAI RAKSRIAKSORN
VIRATANA SUNTARANOND
AIMON RAKSRIAKSORN
NIPHON RAKSRIAKSORN
(Name of Person(s) Filing Statement)
Common Stock, $0.001 Par Value per Share
(Title of Class of Securities)
495611105
(CUSIP Number of Class of Securities)
Vichai Raksriaksorn
King Power International Group Co., Ltd.
27th Floor, Siam Tower
989 Rama I Road, Patumwan
Bangkok 10330 Thailand
(662) 658-0020
With a copy to:
Scott D. Clemens, Esq./Ashok K. Lalwani, Esq./Jih-Shian Yeo, Esq.
Baker & McKenzie
c/o 1 Temasek Avenue
#27-01 Millenia Tower
Singapore 039192
(65) 6434-2626
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
CALCULATION OF FILING FEE
[Download Table]
Transaction Valuation* Amount of Filing Fee
---------------------- ---------------------
$9,227,540 $1,845.50
*Assumes purchase of 2,302,000 common shares of King Power International Group
Co., Ltd. at $3.27 per share, plus a portion of a settlement fund of $1,700,000,
before deduction of certain expenses and the representative plaintiffs' attorney
fees.
[X] Check box if any part of the fee is offset as provided by Rule 0-11 (a) (2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $1,845.50
Form or Registration Number: Preliminary Schedule 14A and Amendment No. 1 to
preliminary Schedule 14A on Schedule 14C
Filing Party: King Power International Group Co., Ltd.
Date Filed: November 1, 2001 and June 18, 2003
This Amendment No. 4 to Rule 13e-3 Transaction Statement (this "Statement")
is being filed concurrently with the filing of a definitive Information
Statement (the "Information Statement") pursuant to Regulation 14C under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The underlying
Rule 13e-3 transaction relates to an Agreement and Plan of Merger, dated as of
October 29, 2001, as amended and restated on May 16, 2003 (the "Plan of Merger")
by and between King Power International Group Co., Ltd., a Nevada corporation
("King Power" or the "Company"), and KP (Thailand) Company Limited, a Nevada
corporation ("Newco"). The Plan of Merger provides for the merger (the "Merger")
of King Power with and into Newco, with Newco as the corporation surviving the
Merger (the "Surviving Corporation"). Newco was formed by Vichai Raksriaksorn,
Viratana Suntaranond, Aimon Raksriaksorn and Niphon Raksriaksorn (collectively,
the "Controlling Shareholders") for the purpose of acquiring King Power in the
Merger.
The Controlling Shareholders and other shareholders of King Power listed in
Appendix A of the Information Statement, exhibited hereto as Exhibit (a)(1)
(such shareholders, including the Controlling Shareholders, are collectively
referred to herein as the "Majority Shareholders"), currently hold approximately
88.6% of the issued and outstanding common shares, par value U.S.$0.001 per
share, of King Power (the "Common Shares"). The Controlling Shareholders, who
directly hold approximately 63.1% of the Common Shares, have executed a written
consent approving the Agreement and Plan of Merger.
Immediately prior to, and immediately following, the consummation of the
Merger, the Majority Shareholders will own all of the issued and outstanding
shares of Newco, in the same proportions, in relation to each other, as they
presently hold in King Power, as reflected in Appendix A of the Information
Statement.
The transaction was structured as a cash merger as embodied in the Plan of
Merger in order to facilitate the acquisition of all the remaining Common Shares
in a single step, with minimal transaction costs and without material
disruptions to King Power's operations. As a result of the Merger, each Common
Share that is not held by Newco or the Majority Shareholders (a "Non-affiliated
Share") will be converted into the right to receive U.S.$3.27 in cash. In
addition, as part of a settlement relating to three putative class action
lawsuits filed against King Power and its directors, members of the class in
such shareholder lawsuits that are holders of Non-affiliated Shares immediately
prior to the effective time of the Merger, and who do not request exclusion from
2
the class, will, subject to the terms and conditions of the settlement, be
entitled to receive a portion of the settlement fund of U.S.$1.7 million, less
certain related expenses and plaintiffs' attorney fees. No class members who are
shareholders have requested exclusion from the Class within the period in which
they were entitled to do so, and the Clark County District Court, Nevada,
approved the settlement on September 15, 2003. The representative
plaintiffs' attorneys' fees and certain costs and administrative expenses will
be paid out of the settlement fund and the Clark County District Court, Nevada,
has awarded the representative plaintiffs' attorneys a total of 35% of the
settlement fund for payment of attorneys' fees, out-of-pocket expenses and costs
of claim administration. Expenses relating to the administration of taxes
arising with respect to the income earned by the settlement fund are not
included in the amount described above and will be paid out of the settlement
fund. Accordingly, King Power expects that approximately U.S.$1,105,000, or
approximately U.S.$0.50 per Common Share based on 2,202,000 Common Shares held
by the settlement class members, excluding any income earned by the settlement
fund, taxes on such income and tax-related expenses, which have not been
ascertained at this time, would be available for distribution to settlement
class members.
Upon consummation of the Merger, King Power will cease to exist and Newco,
as the Surviving Corporation, will be privately held, and there will be no
public market for King Power's Common Shares or Newco's equity interests. In
addition, registration of King Power's Common Shares will be terminated and King
Power will no longer be required to file periodic reports with the Securities
and Exchange Commission.
This Statement is being jointly filed by (i) King Power (the issuer of the
class of equity securities that is the subject of the transaction); (ii) Newco;
(iii) Vichai Raksriaksorn; (iv) Viratana Suntaranond; (v) Aimon Raksriaksorn and
(vi) Niphon Raksriaksorn.
A copy of the Information Statement is attached hereto as Exhibit (a)(1)
and a copy of the Plan of Merger is attached as Appendix C to the Information
Statement.
The information contained in the Information Statement, including all
appendices thereto, is hereby expressly incorporated herein by reference. As of
the date hereof, the Information Statement is in preliminary form and is subject
to completion or amendment. Capitalized terms used but not defined in this
Statement shall have the meanings given to them in the Information Statement.
The information contained in this Statement and/or the Information
Statement concerning King Power was supplied by King Power and none of the other
filing persons takes responsibility for the accuracy of such information.
Similarly, the information contained in this Statement and/or the Information
Statement concerning each filing person other than King Power was supplied by
each such filing person and no other filing person, including King Power, takes
responsibility for the accuracy of any information not supplied by such filing
person.
ITEM 1. SUMMARY TERM SHEET
The information contained in the section entitled "Summary Term
Sheet" and "Questions And Answers About The Merger" in the
Information Statement is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) Name and Address. The Information contained in the section
entitled "Summary Term Sheet -- The Companies" in the Information
Statement is incorporated herein by reference.
(b) Securities. The information contained in the cover page and
section entitled "Introduction" in the Information Statement is
incorporated herein by reference.
(c) Trading Market and Price. The Information contained in the
section entitled "Market Data -- Market" in the Information
Statement is incorporated herein by reference.
(d) Dividends. The Information contained in the section entitled
"Market Data -- Cash Dividends" in the Information Statement is
incorporated herein by reference.
(e) Prior Public Offerings. None during the past three years.
(f) Prior Stock Purchases. The information contained in the section
entitled "Common Shares Purchase Information" in the Information
Statement is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS
(a)-(c) Name and Address; Business and Background of Entities; Business
and Background of Natural Persons. The information contained in
the sections entitled "Summary Term Sheet -- The Companies",
"Certain Information Regarding King Power", "Certain Information
Regarding Newco", "Certain Information Regarding the Majority
Shareholders", "Security Ownership Of Certain Beneficial Owners
and Management" and "Directors And Executive Officers" in the
Information Statement is incorporated herein by reference. During
the last
3
five years, to the best knowledge of King Power, none of King
Power's current directors or executive officers, or the filing
persons who are natural persons, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining further violations of, or prohibiting activities
subject to, federal or state securities laws or finding any
violation of such laws. All current King Power directors and
executive officers, and filing persons who are natural persons,
are Thai citizens. King Power, one of the filing persons, is also
the subject company.
ITEM 4 TERMS OF THE TRANSACTION
(a)(1) Tender Offers. Not applicable.
(a)(2)(i) Transaction Description. The information contained in the
sections entitled "Summary Term Sheet", "Questions and Answers
About the Merger" and "The Plan of Merger" in the Information
Statement is incorporated herein by reference.
(a)(2)(ii) Consideration. The information contained in the sections entitled
"Summary Term Sheet -- The Merger Consideration", "Summary Term
Sheet -- The Settlement", "Questions and Answers About the Merger
-- What Will I Receive in the Merger?", "The Plan of Merger --
The Merger and Consideration to be Paid in the Merger" and
"Special Factors Regarding the Merger -- Shareholder Lawsuits and
Settlement" in the Information Statement is incorporated herein
by reference.
(a)(2)(iii) Reasons for Transaction. The information contained in the
sections entitled "Summary Term Sheet -- The Reasons For the
Merger", "Special Factors Regarding the Merger -- Background of
the Merger", "Special Factors Regarding the Merger -- The Merger
Proposals", "Special Factors Regarding the Merger -- The Board of
Directors" and "Special Factors Regarding the Merger -- The
Controlling Shareholders' and Newco's Purpose and Reasons for the
Merger" in the Information Statement is incorporated herein by
reference.
(a)(2)(iv) Vote Required for Approval. The information contained in the
section entitled "Summary Term Sheet -- Shareholder Approval
Required in Connection with the Merger" and "Introduction" in the
Information Statement is incorporated herein by reference.
(a)(2)(v) Differences in the Rights of Security Holders. The information
contained in the sections entitled "Special Factors Regarding the
Merger -- Certain Effects of the Merger", "The Plan of Merger --
The Merger and Consideration to be Paid in the Merger", "Special
Factors Regarding the Merger -- Interests of Certain Persons in
the Merger" and "Special Factors Regarding the Merger --
Shareholder Lawsuits and Settlement" in the Information Statement
is incorporated herein by reference.
(a)(2)(vi) Accounting Treatment. The information contained in the section
entitled "Special Factors Regarding the Merger -- Accounting
Treatment" in the Information Statement is incorporated herein by
reference.
(a)(2)(vii) Income Tax Consequences. The information contained in the section
entitled "Special Factors Regarding the Merger -- Material
Federal Income Tax Consequences of the Merger" in the Information
Statement is incorporated herein by reference.
(c) Different Terms. The information contained in the sections
entitled "Special Factors Regarding the Merger -- Certain Effects
of the Merger", "The Plan of Merger -- The Merger and
Consideration to be Paid in the Merger" and "Special Factors
Regarding the Merger -- Interests of Certain Persons in the
Merger" in the Information Statement is incorporated herein by
reference.
(d) Appraisal Rights. The information contained in the section
entitled "No Dissenters' Rights" in the Information Statement is
incorporated herein by reference.
4
(e) Provisions for Unaffiliated Security Holders. King Power has made
no provisions in connection with the Merger to grant unaffiliated
security holders access to the corporate files of King Power or
to obtain counsel or appraisal services at the expense of King
Power.
(f) Eligibility for Listing or Trading. Not applicable.
ITEM 5 PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a) Transactions. The information contained in the section entitled
"Certain Relationships and Related Transactions" in the
Information Statement is incorporated herein by reference.
(b),(c) Significant Corporate Events; Negotiations or Contacts. The
information contained in the section entitled "Special Factors
Regarding the Merger -- Background of the Merger" and "Special
Factors Regarding the Merger -- The Merger Proposals" in the
Information Statement is incorporated herein by reference.
(e) Agreements Involving the Subject Company's Securities. The
information contained in the sections entitled "Summary Term
Sheet -- Shareholder Approval Required in Connection with the
Merger", "Special Factors Regarding the Merger -- The Merger
Proposals" and "Special Factors Regarding the Merger -- Interests
of Certain Persons in the Merger" in the Information Statement is
incorporated herein by reference.
ITEM 6 PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(b) Use of Securities Acquired. The information contained in the
sections entitled "Summary Term Sheet", "Special Factors
Regarding the Merger -- Certain Effects of the Merger" and "The
Plan of Merger -- The Merger and Consideration to be Paid in the
Merger" in the Information Statement is incorporated herein by
reference.
(c) Plans. The information contained in the sections entitled
"Summary Term Sheet -- The Merger", "Summary Term Sheet -- The
Merger Consideration", "Questions And Answers About the Merger --
Will Our Company be a Public Company After the Merger?" "Special
Factors Regarding the Merger -- Certain Effects of the Merger",
"Special Factors Regarding the Merger -- Interests of Certain
Persons in the Merger" and "Certain Information Regarding Newco"
in the Information Statement is incorporated herein by reference.
ITEM 7 PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
(a),(c) Purposes; Reasons. The information contained in the sections
entitled "Summary Term Sheet -- The Merger Consideration",
"Questions And Answers About the Merger", "Special Factors
Regarding the Merger -- Background of the Merger", "Special
Factors Regarding the Merger -- The Merger Proposals", "Special
Factors Regarding the Merger -- The Controlling Shareholders' and
Newco's Purpose and Reasons for the Merger" and "Special Factors
Regarding the Merger -- Certain Effects of the Merger" in the
Information Statement is incorporated herein by reference.
(b) Alternatives. The information contained in the section entitled
"Special Factors Regarding The Merger -- The Board of Directors
-- Factors Considered by the Board of Directors in Determining
Fairness -- (11) Alternative Transactions" in the Information
Statement is incorporated herein by reference.
(d) Effects. The information contained in the sections entitled
"Summary Term Sheet", "Questions And Answers About the Merger",
"Special Factors Regarding the Merger -- The Controlling
Shareholders' and Newco's Purpose and Reasons for the Merger",
"Special Factors Regarding the Merger -- Benefits and Detriments
of the Merger to the Controlling Shareholders", "Special Factors
Regarding the Merger -- Interests of Certain Persons in the
Merger", "Special Factors Regarding the Merger -- Certain Effects
of the Merger", "Special Factors Regarding the Merger --
Financing of the Merger", "Special Factors Regarding the Merger
-- Material Federal Income Tax Consequences of the Merger",
"Estimated Fees and
5
Expenses" and "The Plan of Merger" in the Information Statement
is incorporated herein by reference.
ITEM 8 FAIRNESS OF THE TRANSACTION
(a),(b) Fairness; Factors Considered in Determining Fairness. The
information contained in the sections entitled "Summary Term
Sheet", "Questions and Answers About the Merger", "Special
Factors Regarding the Merger -- The Merger Proposals", "Special
Factors Regarding the Merger -- The Special Committee", "Special
Factors Regarding the Merger -- The Board of Directors", "Special
Factors Regarding the Merger -- The Controlling Shareholders' and
Newco's Purpose and Reasons for the Merger" and "Special Factors
Regarding the Merger -- Detailed Valuation and Opinion of the
Financial Adviser" in the Information Statement, and in Appendix
B to the Information Statement entitled "Fairness Opinion of
CLSA", is incorporated herein by reference.
(c) Approval of Security Holders. The information contained in the
section entitled "Summary Term Sheet -- Shareholder Approval
Required in Connection With the Merger", "Introduction" and
"Special Factors Regarding The Merger -- The Board of Directors
-- Factors Considered by the Board of Directors in Determining
Fairness -- (2) Retention of Unaffiliated Representative and
Approval of Security Holders" in the Information Statement is
incorporated herein by reference.
(d) Unaffiliated Representative. The information contained in the
sections entitled "Special Factors Regarding The Merger -- The
Board of Directors -- Factors Considered by the Board of
Directors in Determining Fairness -- (2) Retention of
Unaffiliated Representative and Approval of Security Holders" and
"Special Factors Regarding the Merger -- The Special Committee"
in the Information Statement is incorporated herein by reference.
(e) Approval of Directors. The information contained in the sections
entitled "Special Factors Regarding the Merger -- The Special
Committee" in the Information Statement is incorporated herein by
reference.
(f) Other Offers. None.
ITEM 9 REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
(a)-(c) Report, opinion, or appraisal; Preparer and summary of the
report, opinion or appraisal; Availability of documents. The
information contained in the sections entitled "Special Factors
Regarding the Merger -- The Merger Proposals -- The Revised
Merger Proposal", "Special Factors Regarding the Merger --
Detailed Valuation and Opinion of the Financial Adviser",
"Special Factors Regarding the Merger -- BT Securities'
Engagement", "Special Factors Regarding the Merger -- The
Original 2001 Merger Proposal" and "Available Information" in the
Information Statement, and in Appendix B to the Information
Statement entitled "Fairness Opinion of CLSA", is incorporated
herein by reference.
ITEM 10 SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a),(b),(d) Source of Funds; Conditions; Borrowed Funds. The information
contained in the section entitled "Special Factors Regarding the
Merger -- Financing of the Merger" in the Information Statement
is incorporated herein by reference.
(c) Expenses, The information contained in the section entitled
"Estimated Fees and Expenses" in the Information Statement is
incorporated herein by reference.
ITEM 11 INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) Securities Ownership. The information contained in the section
entitled "Security Ownership of Certain Beneficial Owners and
Management" in the Information Statement is incorporated herein
by reference.
6
(b) Securities Transactions. None.
ITEM 12 THE SOLICITATION OR RECOMMENDATION
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information contained on the cover page of the Information
Statement and in the sections entitled "Summary Term Sheet --
Shareholder Approval Required In Connection With The Merger",
"Special Factors Regarding the Merger -- The Controlling
Shareholders' and Newco's Purpose and Reasons for the Merger" and
"The Plan of Merger -- The Merger and Consideration to be Paid in
the Merger" in the Information Statement is incorporated herein
by reference.
(e) Recommendations of Others. The information contained in the
section entitled "Summary Term Sheet -- Recommendation of the
Special Committee and Approval of our Board of Directors",
"Special Factors Regarding the Merger -- The Special Committee"
and "Special Factors Regarding the Merger -- The Board of
Directors" in the Information Statement is incorporated herein by
reference.
ITEM 13 FINANCIAL STATEMENTS
(a) Financial Information. The information contained in the section
entitled "Selected Consolidated Financial Data" in the
Information Statement, and in Appendices D and E of the
Information Statement, is incorporated herein by reference.
(b) Pro Forma Information. Not applicable.
ITEM 14 PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
(a),(b) Solicitations or Recommendations; Employees and Corporate Assets.
The information contained in the sections entitled "Summary Term
Sheet", "Special Factors Regarding the Merger -- The Merger
Proposals", "Special Factors Regarding the Merger -- The Special
Committee" and "Special Factors Regarding the Merger -- The Board
of Directors" in the Information Statement is incorporated hereby
by reference.
ITEM 15 ADDITIONAL INFORMATION
(b) Other Material Information. None.
ITEM 16 EXHIBITS
(a)(1) Definitive Information Statement.
(b) Not applicable.
(c)(1) Fairness Opinion, dated October 11, 2001.*
(c)(2) Board Presentation dated September 20, 2001 by CLSA to the Board
of Directors of King Power.*
(c)(3) Finansa's Valuation Report dated October 1, 2001.*
(c)(4) Text of Finansa's Letter to King Power dated March 22, 2002
Relating to its Valuation Report.*
(c)(5) CLSA's Preliminary Valuation dated March 12, 2001.*
(c)(6) CLSA's Preliminary DCF Analysis dated August 21, 2001.*
(c)(7) Board Presentation dated August 14, 2002 by CLSA to the Board of
Directors of King Power.*
7
(c)(8) Transcript of CLSA's preliminary view dated April 9, 2003 as to
whether its detailed valuation range as presented in its Board
Presentation dated August 14, 2002 remained valid.*
(c)(9) CLSA's Fairness Opinion, dated April 23, 2003 (included as
Appendix B to the Definitive Information Statement, which is
filed herewith as Exhibit 99.(a)(1)).
(d)(1) Agreement and Plan of Merger, dated October 29, 2001, as amended
and restated on May 16, 2003 (incorporated herein by reference to
Appendix C to the Definitive Information Statement which is
filed herewith as Exhibit 99.(a)(1)).
(d)(2) Stipulation of Settlement dated May 16, 2003 entered into by
counsel to the parties to the consolidated action Pennsylvania
Avenue Partners LLC, On Behalf of Itself and All Others Similarly
Situated vs. King Power International Group Co., Ltd, Vichai
Raksriaksorn, Viranata Suntaranond, Aimon Raksriaksorn, Suwan
Panyapas, Dharmnoon Prachuabmoh, Chulchit Bunyaketu and
Preeyaporn Thavornun, Case Number A455306.*
(d)(3) Preliminary Order dated July 1, 2003 of the District Court of
Clark County, Nevada.*
(d)(4) Final Judgment and Order of Dismissal With Prejudice.
(d)(5) Order Awarding Representative Plaintiffs' Counsel's Attorneys'
Fees, Expenses, and the Costs of Claims Administration.
(d)(6) Order Approving Plan of Allocation of Settlement Proceeds.
(f) Not applicable.
(g) Not applicable.
------------
* Previously filed.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This Statement includes and incorporates by reference statements that are
not historical facts. These forward-looking statements are based on our current
estimates and assumptions and, as such, involve uncertainty and risk.
Forward-looking statements include the information concerning our possible or
assumed future results of operations and also include those preceded or followed
by the words "anticipates", "believes", "estimates", "expects", "should",
"could", "targets" and "may" or similar expressions. The forward-looking
statements are not guarantees of future performance, and actual results may
differ materially from those contemplated by such forward-looking statements.
Except to the extent required under the federal securities laws, we do not
intend to update or revise the forward-looking statements to reflect
circumstances arising after the date of the preparation for the forward-looking
statements.
8
SIGNATURE
After due inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. Dated as of the 24th day of September 2003.
KING POWER INTERNATIONAL GROUP CO., LTD.
By: /s/ Vichai Raksriaksorn
--------------------------------------------
Name: Vichai Raksriaksorn
Title: Group Chairman, CEO and Director
KP (THAILAND) COMPANY LIMITED
By: /s/ Viratana Suntaranond
--------------------------------------------
Name: Viratana Suntaranond
Title: President
/s/ Vichai Raksriaksorn
--------------------------------------------
VICHAI RAKSRIAKSORN
/s/ Viratana Suntaranond
--------------------------------------------
VIRATANA SUNTARANOND
/s/ Aimon Raksriaksorn
--------------------------------------------
AIMON RAKSRIAKSORN
/s/ Niphon Raksriaksorn
--------------------------------------------
NIPHON RAKSRIAKSORN
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
Exhibit 99.(a)(1) Definitive Information Statement.
Exhibit 99.(c)(1) Fairness Opinion dated October 11, 2001.*
Exhibit 99.(c)(2) Board Presentation dated September 20, 2001 by CLSA to the Board of Directors of King Power.*
Exhibit 99.(c)(3) Finansa's Valuation Report dated October 1, 2001.*
Exhibit 99.(c)(4) Text of Finansa's Letter to King Power dated March 22, 2002 Relating to its Valuation Report.*
Exhibit 99.(c)(5) CLSA's Preliminary Valuation dated March 12, 2001.*
Exhibit 99.(c)(6) CLSA's Preliminary DCF Analysis dated August 21, 2001.*
Exhibit 99.(c)(7) Board Presentation dated August 14, 2002 by CLSA to the Board of Directors of King Power.*
Exhibit 99.(c)(8) Transcript of CLSA's preliminary view dated April 9, 2003 as to whether its detailed valuation range as
presented in its Board Presentation dated August 14, 2002 remained valid.*
Exhibit 99.(c)(9) CLSA's Fairness Opinion, dated April 23, 2003 (included as Appendix B to the Definitive Information
Statement, which is filed herewith as Exhibit 99.(a)(1)).
Exhibit 99.(d)(1) Agreement and Plan of Merger, dated October 29, 2001, as amended and restated on May 16, 2003 (included
as Appendix C to the Definitive Information Statement which is filed herewith as Exhibit 99.(a)(1)).
Exhibit 99.(d)(2) Stipulation of Settlement dated May 16, 2003 entered into by counsel to the parties to the consolidated
action Pennsylvania Avenue Partners LLC, On Behalf of Itself and All Others Similarly Situated vs. King
Power International Group Co., Ltd, Vichai Raksriaksorn, Viranata Suntaranond, Aimon Raksriaksorn, Suwan
Panyapas, Dharmnoon Prachuabmoh, Chulchit Bunyaketu and Preeyaporn Thavornun, Case Number A455306.*
Exhibit 99.(d)(3) Preliminary Order dated July 1, 2003 of the District Court of Clark County, Nevada.*
Exhibit 99.(d)(4) Final Judgment and Order of Dismissal With Prejudice.
Exhibit 99.(d)(5) Order Awarding Representative Plaintiffs' Counsel's Attorneys' Fees, Expenses, and the Costs of Claims
Administration.
Exhibit 99.(d)(6) Order Approving Plan of Allocation of Settlement Proceeds.
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* Previously filed.
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Dates Referenced Herein and Documents Incorporated by Reference
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