For immediate release

February 20, 2003

APM Co., Ltd.
Advantage Partners, Inc.

Regarding the Initiation of Buying Shares of
Kokura Enterprise Co, Ltd. on the Open Market

On February 21, 2003 Advantage Partners MBI Fund II Private Equity Investment Limited Partnership (hereafter referred to as “Fund”), a Japanese Chu-sho-kigyo-tou Toushi-jigyo Yugen-sekinin-kumiai, will initiate a Takeover Bid (TOB) for Kokura Enterprise Co., Ltd. (hereafter referred to as “Kokura Enterprise”) by purchasing common stock at 770 yen cash per share (Code No 9891, Fukuoka Stock Exchange) through KP holding, Inc. (hereafter referred to as “Buyer on the open market”), which is a complete subsidiary company of Advantage Partners, Inc.

The Buyer on the open market will purchase stock from Sumitomo Metal Industries, Ltd., which possesses a 58.30% share of Kokura Enterprise's equities and is the parent company of Kokura Enterprise. Sumitomo Metals has already agreed to an application for the sale of all possessed shares of Kokura Enterprise.

The takeover bid is a transaction performed by the so-called management buyout (See note). In order to obtain controlling rights, the Buyer on the open market will, with the consent of the board of directors of Kokura Enterprise and in a non-hostile manner, acquire shares of Kokura Enterprise, and this will be done on the open market following Securities and Exchange Regulations.

The stock of Kokura Enterprise is listed on the Fukuoka Stock Exchange, and the Buyer on the open market has not set an upper limit on the number of shares to be bought on the open market. As a result of buying of shares, if the Buyer on the open market acquires a number of shares more than a certain percentage, Kokura Enterprise will be delisted through the necessary procedures in accordance with the delisting criteria of the Fukuoka Stock Exchange.

Kokura Enterprise, whose headquarters is located in Kita-Kyushu, is involved in a variety of business areas including real estate, oil sales, warehouse operations, construction materials sales, etc., and is a general trading company with gross assets of 48.8 billion yen and achieving gross sales of 53.3 billion yen (as of the term of March 2002). The company was established in 1931, and it has been listed on the Fukuoka Stock Exchange since 1990. In order for Kokura Enterprise to realize its growth from the long-term perspective, in the event of completion of the takeover bid and acquisition of the total number of stock certificates planned to be acquired by the Buyer on the open market, the Buyer on the open market plans to consolidate Kokura Enterprise through a merger or share exchange.

Sumitomo Metal Industries, Ltd. plans to acquire some existing shares of the Buyer on the open market after the takeover bid period has ended, if the total number of shares bought on the open market amounts to the expected number of shares acquired. Also, Sumitomo Metals will accept equity, which the Buyer on the open market issues after the takeover bid period ended. As a result of these transactions, Sumitomo Metals’ stockholding ratio, in the Buyer, will be 10%. In addition, after completion of the takeover bid, the executive officers of Kokura Enterprise are planning to make a total investment of several percent in the Buyer on the open market. Moreover, several locally influential companies, which are current stockholders of Kokura Enterprise in Kita-Kyushu, are being asked to participate as shareholders. It is anticipated that after buying shares on the open market, the Buyer on the open market will respect the business operations of the present executive officers of Kokura Enterprise. Simultaneously, the Buyer intends to contribute to the future development of Kokura Enterprise in the areas of planning strategy, operations and business administration through consolidation with the buyer on the open market as mentioned above, while supporting corporate development of Kokura Enterprise.

The takeover bid price of 770 yen per share for Kokura Enterprise, which amounts to a premium of 58.4% over the average of closing value (as of 3:30pm) of trading prices for Kokura Enterprise over the past six months up to February 19, 2003 on the Fukuoka Stock Exchange, takes into account the possibility that the liquidity of Kokura Enterprise stock will be lost due to the delisting of Kokura Enterprise stock. The bid price exceeds the highest price of 600 yen for the past one year of the said stock. The takeover bid offers all stockholders of Kokura Enterprise the opportunity to sell Kokura Enterprise stock at a fair price.

In regard to the takeover bid, Shinko Securities Co., Ltd will act as the agent.

Advantage Partners, Inc. has been positively working on investment activities and post investment management support for companies as a pioneer of private equity investment in Japan, and has invested in 11 companies to date, with six of these investments involving the divestiture of subsidiaries or divisions of large corporations.

(Note) Generally speaking, management buyout means a transaction in which the executive officers of the company will buy the candidate company stocks in collaboration with financial investors.