King Power International Group Co Ltd – ‘SC 13E3/A’ on 10/30/03 re: King Power International Group Co Ltd

On:  Thursday, 10/30/03, at 9:21am ET   ·   Accession #:  1145549-3-1382   ·   File #:  5-62161

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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.               4     18K 

Document Table of Contents

SC 13E3/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-3/A
(Amendment No. 5) 
(Final Amendment) 

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.                                                          

SC 13E3/A
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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. 5 to Rule 13e-3 Transaction Statement (this "Statement")
and 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").                                        

On October 29, 2003, after the close of trading on the American Stock 
Exchange, the articles of merger was duly filed with the office of the Nevada   
Secretary of State, and the merger of King Power with and into Newco (the       
"Merger") became effective at 4pm Pacific Standard Time (the "Effective Time"), 
with Newco as the surviving corporation.                                        

 As a result of the Merger, each common share of King Power (the "Common
Shares"), other than the Common Shares held by the majority shareholders listed 
in the Plan of Merger (the "Majority Shareholders"), was cancelled and converted
into the right to receive U.S.$3.27 in cash, without interest. Common Shares    
held by the Majority Shareholders were cancelled, and the sole shareholders of  
Newco immediately following the Merger were the Majority Shareholders.          

  In addition, in connection with the settlement (the "Settlement") of the
consolidated stockholder lawsuits against KPG and its directors, King Power     
expects that approximately U.S.$0.50 per common share, excluding any income     
earned by the settlement fund, taxes on such income and tax-related expenses,   
would be available for distribution to the settlement class members.            

After the Effective Time, no equity securities of King Power remained 
outstanding, and the Common Shares were suspended from trading on the American  
Stock Exchange after the close of trading on October 29, 2003. On October 30,   
2003, the Company filed a Form 15 with the Securities and Exchange Commission   
suspending its duty to file reports under Sections 13 and 15(d) of the          
Securities Exchange Act of 1934.                                                

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SC 13E3/A
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    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.                                                       

ITEM 2.        SUBJECT COMPANY INFORMATION                                      

(b)            Securities. After the Effective Time, no equity securities of the
       Company to which this Statement relates were outstanding.

(c)            Trading Market and Price. After the Effective Time, the Common   
               Shares were suspended from trading on the American Stock Exchange
        after the close of trading on October 29, 2003 and will be
delisted.                                         

ITEM 11        INTEREST IN SECURITIES OF THE SUBJECT COMPANY                    

(a)            Securities Ownership. After the Effective Time, no equity        
         securities of King Power remained outstanding, and the sole
             shareholders of Newco immediately following the Merger were the
Majority Shareholders.                            

 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.                                                                     

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SC 13E3/A
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 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 30th day of October 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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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
Filed on:		10/30/03		2					15-12B,  8-K
		10/29/03		2		3
		6/18/03		2					PREM14C,  SC 13E3/A
		5/16/03		2					8-K
		11/1/01		2					PREM14A,  SC 13E3
		10/29/01		2
									List all Filings