COLLEGE RETIREMENT EQUITIES FUND
SC 13G/A, 1997-02-10
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                                 (Rule 13d-102)

            INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 2)*


                      ASIA PACIFIC RESOURCES INTERNATIONAL
                                  HOLDINGS LTD.
                  ------------------------------------------
                                (Name of Issuer)

                              CLASS A COMMON STOCK
                  ------------------------------------------
                         (Title of Class of Securities)

                                   G05345106
                        ------------------------------
                                 (CUSIP Number)


- ----------------  
*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


                        (Continued on following page(s))

                                Page 1 of 5 Pages


<PAGE>




CUSIP No. G05345106                 13G                     Page 2 of 5 Pages


1.    NAME OF REPORTING PERSONS
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

      College Retirement Equities Fund
      I.R.S. #13-6022-042


2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a) (  )
                                                                  (b) (  )

3.    SEC USE ONLY


4.    CITIZENSHIP OR PLACE OF ORGANIZATION

      New York


NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

      5.    SOLE VOTING POWER                   2,220,700

      6.    SHARED VOTING POWER                 None

      7.    SOLE DISPOSITIVE POWER              2,220,700

      8.    SHARED DISPOSITIVE POWER            None


9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                        2,220,700

10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (  )


11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                        10.14%

12.   TYPE OF REPORTING PERSON*

                        IV


                        * SEE INSTRUCTION BEFORE FILLING OUT!


<PAGE>




                                                      Page 3 of 5 Pages


Item 1(a).        NAME OF ISSUER:

                  Asia Pacific Resources International Holdings Ltd.

Item 1(b).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                  80 Robinson Road
                  Suite 15-00
                  Singapore 0106

Item 2(a).        NAME OF PERSON FILING:

                  College Retirement Equities Fund

Item 2(b).        ADDRESS OF PRINCIPAL BUSINESS OFFICE:

                  730 Third Avenue
                  New York, N.Y.  10017

Item 2(c).        CITIZENSHIP:

                  Incorporated in the State of New York

Item 2(d).        TITLE OF CLASS OF SECURITIES:

                  Class A Common Stock

Item 2(e).        CUSIP NUMBER:  G05345106


Item 3.     IF THIS STATEMENT IS FILED PURSUANT TO  RULES 13d-1(b), OR 13d-2(b),
            CHECK WHETHER THE PERSON FILING IS:

(a)   ( )   Broker or dealer registered under Section 15 of the Act,
(b)   ( )   Bank as defined in Section 3(a)(6) of the Act,
(c)   ( )   Insurance Company as defined in Section 3(a)(19) of the Act,
(d)   (x)   Investment  Company  registered  under  Section  8 of the Investment
            Company Act,
(e)   ( )   Investment  Adviser registered  under Section 203 of the  Investment
            Advisers Act of 1940,
(f)   ( )   Employee  Benefit  Plan,  Pension  Fund  which  is  subject  to  the
            provisions of the Employee Retirement Income Security Act of 1974 or
            Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g)   ( )   Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see
            Item 7,
(h)   ( )   Group, in accordance with Rule 13d-1(b)(1)(ii)(H).



<PAGE>
                                                      Page 4 of 5 Pages


Item 4.     OWNERSHIP.

(a)   Amount Beneficially Owned:  2,220,700

(b)   Percent of Class:  10.14%

(c)   Number of shares as to which such person has

(i)   sole power to vote or direct the vote:  2,220,700

(ii)  shared power to vote or to direct the vote:  None

(iii) sole power to dispose or to direct the disposition of:  2,220,700

(iv)  shared power to dispose or to direct the disposition:  None


Item 5.     OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this  statement  is being filed to report the fact that as of the date hereof
the  reporting  person has ceased to be the  beneficial  owner of more than five
percent of the class of securities, check the following ( ).


Item 6.     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.


            Not Applicable


Item 7.     IDENTIFICATION AND CLASSIFICATION OF THE  SUBSIDIARY  WHICH ACQUIRED
            THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

            Not Applicable


<PAGE>
                                                      Page 5 of 5 Pages


Item 8.     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

            Not Applicable

Item 9.     NOTICE OF DISSOLUTION OF GROUP:   Not Applicable


Item 10.    CERTIFICATION.

            By signing  below I certify  that,  to the best of my knowledge  and
            belief,  the  securities  referred  to above  were  acquired  in the
            ordinary course of business and were not acquired for the purpose of
            and do not have the effect of changing or influencing the control of
            the issuer of such  securities  and were not acquired in  connection
            with or as a participant in any transaction  having such purposes or
            effect.


                                    SIGNATURE


     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


Date:  January 1, 1997

                                    COLLEGE RETIREMENT EQUITIES FUND



                                    By:   /s/ Diane Axelrod
                                          -------------------------------
                                          Diane Axelrod,
                                          Vice President




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