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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950136-02-003397.txt : 20021204
<SEC-HEADER>0000950136-02-003397.hdr.sgml : 20021204
<ACCEPTANCE-DATETIME>20021204164035
ACCESSION NUMBER:		0000950136-02-003397
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20021204
FILED AS OF DATE:		20021204

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ASIA PACIFIC WIRE & CABLE CORP LTD
		CENTRAL INDEX KEY:			0001026980
		STANDARD INDUSTRIAL CLASSIFICATION:	DRAWING AND INSULATING NONFERROUS WIRE [3357]
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14542
		FILM NUMBER:		02848948

	BUSINESS ADDRESS:	
		STREET 1:		NO 42 LIU FANG RD
		STREET 2:		JURONG TOWN
		CITY:			SINGAPORE
		STATE:			U0
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>FORM 6-K
<TEXT>
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 6-K

                        Report of Foreign Private Issuer

                        Pursuant to Rule 13a-16 or 15d-16
                     of the Securities Exchange Act of 1934


                         For the month of December, 2002


                  ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED
             (Exact name of registrant as specified in its charter)

                             19 Benoi Road, Level 3A
                          Sigma Cable High Tech Complex
                                Singapore 629909
                    (Address of principal executive offices)




Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.

         [X] Form 20-F             [ ] Form 40-F

Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

         [ ] Yes                   [X] No




<PAGE>


ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED

INDEX

PART 1

Item 1         Notice of Annual General Meeting of Shareholders               3

Item 2         Proxy Statement for Annual General Meeting of Shareholders     4

Item 3         Proxy Card                                                     8

SIGNATURE                                                                    10


<PAGE>


                  ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED


                NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

                         TO BE HELD ON NOVEMBER 28, 2002

YOU ARE HEREBY NOTIFIED that the Annual General Meeting of Shareholders (the
"Meeting") of Asia Pacific Wire & Cable Corporation Limited (the "Company") will
be held at the offices of the Company at 19 Benoi Road, Level 3A, Sigma Cable
High Tech Complex, Singapore on Thursday, November 28, 2002 at 10:00 a.m. for
the following purposes:

     1.   To elect eight (8) members to the Board of Directors each for a term
          ending on the date of the next Annual General Meeting of Shareholders;

     2.   To ratify the appointment of Ernst & Young LLP as the independent
          auditors for the ensuing year; and

     3.   To transact such other business as may properly come before the
          meeting or any adjournment or postponement thereof.

Shareholders of record as of the close of business on October 30, 2002 (the
"Record Date") are entitled to notice of and to vote at the Meeting or any
adjournments or postponements thereof. Enclosed is a proxy statement that
contains more information about these items and the Meeting and a proxy card for
registering votes.


                                            BY ORDER of the Directors



                                            /s/ A.S. & K. Services Ltd.
                                            Bermuda Resident Assistant Secretary

Dated: October 30, 2002





<PAGE>


                  ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED

                                   CEDAR HOUSE
                                 41 CEDAR AVENUE
                                  HAMILTON HM12
                                     BERMUDA

                            ------------------------
                                 PROXY STATEMENT
                                       FOR
                     ANNUAL GENERAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON NOVEMBER 28, 2002

This Proxy Statement is furnished to shareholders of Asia Pacific Wire & Cable
Corporation Limited (the "Company"), a Bermuda corporation, in connection with
the solicitation of proxies in the form enclosed herewith for use at the Annual
General Meeting of Shareholders of the Company (the "Meeting") to be held at the
offices of the Company at 19 Benoi Road, Level 3A, Sigma Cable High Tech
Complex, Singapore on Thursday, November 28, 2002 at 10:00 a.m. for the purposes
set forth in the Notice of Meeting.

Holders of record of Common Shares of the Company (the "Common Shares") as of
the close of business on October 30, 2002 (the "Record Date"), are entitled to
receive notice of, and to vote at, the Meeting. The outstanding Common Shares
constitute the only class of securities entitled to vote at the Meeting, and
each Common Share entitles the holder thereof to one vote. At the close of
business on October 30, 2002, there were 13,830,769 Common Shares issued and
outstanding.

Shares may be voted if the shareholder is present in person or represented by
proxy. At least two shareholders holding a majority of the shares outstanding as
of such date must be present in person or represented by proxy for a quorum to
exist at the Meeting. If a quorum is not present, the Meeting may be dissolved
or adjourned from time to time until a quorum is present.

Shares represented by proxies in the form enclosed, if such proxies are properly
executed and returned and not revoked, will be voted as specified. For purposes
of determining the number of votes cast with respect to (i) the election of
members to the Board of Directors and (ii) the ratification of the appointment
of Ernst & Young LLP as the Company's independent auditors until the next Annual
General Meeting of Shareholders to audit the financial statements of the Company
for the current year, only those votes cast "for" or "against" are included. To
be voted, proxies must be delivered to the solicitation agent of the Company,
Equiserve Trust Company, N.A.

This Proxy Statement and the enclosed proxy were mailed to shareholders on or
about October 30, 2002. The Company will bear the entire cost of preparing,
assembling, printing and mailing this Proxy Statement, the accompanying proxy
and any additional materials which may be furnished to shareholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries and
custodians to forward to beneficial owners of Common Shares held in the names of
such nominees. The solicitation of proxies will be made by the use of the mails
and through direct communication with certain shareholders or their
representatives by officers, directors and employees of the Company, who will
receive no additional compensation therefor. In addition, the Company will
utilize the services of its transfer agent, Equiserve Trust Company, N.A., to
act as solicitation agent.

The Company's Annual Report on Form 20-F for the fiscal year ended December 31,
2001 has been filed with the Securities and Exchange Commission ("SEC").
Shareholders may view the Annual Report along



<PAGE>


with the Company's other filings at the SEC's reference rooms or obtain a copy
of the Annual Report by contacting the Company's investor relations agent,
Mandelbaum & Partners at (310) 202-6468 or michaelm@mandelbaumpartners.com.

                                 PROPOSAL NO. 1
                  ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS

The members of the Board of Directors (each a "Director") are elected annually
to serve until the next Annual General Meeting of Shareholders or until their
successors are elected. The following table and biographical summaries set forth
certain information, as of September 25, 2002, and subsequent thereto in certain
instances, concerning the individuals nominated by the Board of Directors for
election as Directors of the Company (each a "Nominee," and collectively the
"Nominees"). Each of the eight Nominees have served as Directors since the last
Annual General Meeting of Shareholders. Each Director shall be authorized to
appoint and remove his own alternate director who may act in the alternative for
the Director as and when such Director sees fit. Each Director shall be entitled
to Directors' fees as set forth below under "Compensation and Ownership of
Common Shares of Directors and Officers." Proxies may be voted for eight
Directors.

<TABLE>
<CAPTION>
NAME                                        AGE                                 POSITION
- ----                                        ---                                 --------
<S>                                         <C>      <C>
Tom C.Y. Tung...........................    41       Director and Chairman of the Company since September 28, 2001.

Yu Jeh Tung.............................    69       Deputy Chairman of the Board of the Company since its formation.

David T.H. Sun..........................    48       Director and Chief Executive Officer of the Company since
                                                     September 28, 2001. Mr. Sun has been the Managing Director of
                                                     Charoong Thai Wire and Cable Public Company Limited ("Charoong
                                                     Thai"), a subsidiary of the Company, since 1994.

Jack T. Sun.............................    52       Director of the Company since its formation and member of the
                                                     Executive Committee.

Charles C.Y. Han........................    63       Director, member of the Executive Committee and Chief Operating
                                                     Officer of the Company since its formation. Mr. Han has also
                                                     served as the General Manager of Sigma Cable Company (Private)
                                                     Limited ("Sigma Cable"), a 98.2%-owned subsidiary of the Company,
                                                     since 1982.

Raymond C.Y. Kung.......................    55       Director and member of the Executive Committee of the Company
                                                     since its formation. Mr. Kung has been the President and General
                                                     Manager of Siam Pacific Electric Wire & Cable Company ("Siam
                                                     Pacific"), a Thai subsidiary of the Company, since 1989.

Frank H. Chen...........................    41       Director and member of the Audit Committee. General Manager of
                                                     Parsons Brinckerhoff International, Inc., Taiwan Branch.

Charles Xue.............................    48       Director and member of the Audit Committee. Chairman of United
                                                     Medical Industrial Group, Inc. and 8848.Net Inc.
</TABLE>

Mr. Yu Jeh Tung is Deputy Chairman of the Board of Directors of the Company, and
is also the Honorary


<PAGE>


Chairman of the Board of Directors of Pacific Electric Wire & Cable Co. Ltd
("PEWC") and serves as Executive Chairman of Charoong Thai. Mr. Tung also serves
on a number of other boards of affiliates of PEWC.

Mr. Tom C.Y. Tung is a member of the Company's Board of Directors and, since
September 28, 2001, has served as the Chairman of the Company. He is also a Vice
Chairman of the Board of Directors and President of PEWC and Vice President and
Director of Pacific USA Holdings Corp. Mr. Tung serves as Chairman of the Boards
of Directors of Pacific Computer System Inc. and Pacific Digital Media Corp.,
both of which are subsidiaries of PEWC, and as a member of the Board of
Directors of Pacific Cellular Corp., a subsidiary of PEWC.

Mr. David T.H. Sun is a member of the Company's Board of Directors and Chief
Executive Officer of the Company since September 28, 2001. He is also Managing
Director of Charoong Thai and Vice President of PEWC. Mr. Sun is a member of the
Board of Directors of Siam Fiber Optics Co., Ltd. ("Siam Fiber Optics") and
Loxley Pacific Co., Ltd., both subsidiaries of Charoong Thai.

Mr. Jack T. Sun is a member of the Company's Board of Directors and its
Executive Committee, as well as Chairman of the Board of Directors of PEWC,
Executive Vice Chairman of Charoong Thai and Chairman of Siam Fiber Optics. Mr.
Sun also serves on a number of other boards of affiliates of PEWC.

Mr. Charles C.Y. Han is a member of the Company's Board of Directors and its
Executive Committee and is the Chief Operating Officer of the Company. Mr. Han
also serves as General Manager of Sigma Cable, Managing Director of Australia
Pacific Electric Cables Pty. Ltd., a subsidiary of Sigma Cable in Australia, and
Chairman of Ningbo Pacific CDC Cable Co., Ltd., a Chinese subsidiary of the
Company.

Mr. Raymond C.Y. Kung is a member of the Company's Board of Directors and its
Executive Committee. He is also the President and General Manager of Siam
Pacific and the President of Shanghai Yayang Electric Co., Ltd., a subsidiary of
the Company.

Mr. Frank H. Chen is a member of the Company's Board of Directors and its Audit
Committee. He is also the General Manager of Parsons Brinckerhoff International,
Inc., Taiwan Branch.

Mr. Charles Xue is a member of the Company's Board of Directors and its Audit
Committee. He is also the Chairman of United Medical Industrial Group, Inc., USA
and 8848.Net Inc., Beijing, China.

      COMPENSATION AND OWNERSHIP OF COMMON SHARES OF DIRECTORS AND OFFICERS
      ---------------------------------------------------------------------

The aggregate amount of compensation paid by the Company to all of the Company's
Directors and executive officers, as a group, for services in all capacities
during 2001 was approximately $900,000. The Company has authorized a stock
option plan for Directors and key employees of the Company (the "Stock Option
Plan"), pursuant to which any award of stock options will be made only with the
approval of the Board of Directors. The Company has reserved 650,000 Common
Shares (including 97,500 already subject to issued options) for issuance under
the Stock Option Plan. As of October 1, 2002, the Directors and executive
officers of the Company beneficially owned 12,000 Common Shares, representing
approximately 0.1% of the outstanding Common Shares.


<PAGE>


In addition to reimbursement for reasonable travel, hotel and incidental
expenses in attending meetings of the Board of Directors or committees thereof,
each Director shall receive as compensation for his services in the ensuing year
a cash payment in the amount of (a) $10,000, if such Director is an officer or
employee of the Company or any of its affiliates or (b) $20,000, if such
Director is not an officer or employee of the Company or any of its affiliates.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
NOMINEES FOR ELECTION AS DIRECTORS.

                                 PROPOSAL NO. 2
                      RATIFICATION OF INDEPENDENT AUDITORS

Ernst & Young LLP, independent auditors, provided auditing services to the
Company during the 2001 fiscal year. The Audit Committee of the Board of
Directors has (i) appointed Ernst & Young LLP as the Company's independent
auditors until the next Annual General Meeting of Shareholders to audit the
financial statements of the Company for the ensuing fiscal year and (ii)
authorized remuneration of the independent auditors for their work on behalf of
the Company. The Board of Directors recommends to the shareholders that such
appointment and authorization be ratified. Representatives of Ernst & Young LLP
will be available telephonically at the Meeting to respond to appropriate
questions from the shareholders and will be given the opportunity to make a
statement should they desire to do so.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF ERNST &
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY.

                                  OTHER MATTERS

The Directors know of no other business to be presented at the Meeting. If other
matters properly come before the Meeting in accordance with the Company's
Bye-Laws, the persons designated as proxies will vote in accordance with their
best judgment.

Any shareholder wishing to submit a proposal for inclusion in the proxy
statement for the 2003 Annual General Meeting of Shareholders must submit the
proposal to the Secretary of the Company by December 31, 2002. Such proposal
must also comply with the requirements as to form and substance established
under the laws of Bermuda for such proposals to be included in the proxy
statement.


October 30, 2002
                                            /s/ A.S. & K. Services Ltd.
                                            Bermuda Resident Assistant Secretary


<PAGE>



- --------------------------------------------------------------------------------

                   THIS PROXY IS BEING SOLICITED ON BEHALF OF
                            THE BOARD OF DIRECTORS OF
                  ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED

The undersigned, a shareholder of Asia Pacific Wire & Cable Corporation Limited
(the "Company"), hereby appoints Tom C.Y. Tung and David T.H. Sun, and each of
them individually, as Proxies to represent and vote all of the Company's Common
Stock held of record by the undersigned, each with full power of substitution,
at the Annual General Meeting of Shareholders of the Company, to be held at the
offices of the Company at 19 Benoi Road, Level 3A, Sigma Cable High Tech
Complex, Singapore on November 28, 2002 at 10:00 a.m., local time, and at any
adjournment or postponement thereof.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED, WILL BE
VOTED FOR PROPOSALS 1 AND 2. YOUR SHARES CANNOT BE VOTED UNLESS YOU SIGN AND
RETURN THIS CARD OR ATTEND THE MEETING AND VOTE IN PERSON.



PROXY

ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED


ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOVEMBER 28, 2002
                                                                     -----------
                                                                     SEE REVERSE
                                                                         SIDE
                                                                     -----------

- --------------------------------------------------------------------------------


<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.                               0493


THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED, WILL BE VOTED FOR
PROPOSALS 1 AND 2.

- -----------------------------------------------------------------------------------------------------------------------------------
                              THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
- -----------------------------------------------------------------------------------------------------------------------------------
                  FOR     WITHHELD                                                                        FOR    AGAINST   ABSTAIN
<S>              <C>     <C>          <C>                                     <C>                        <C>     <C>       <C>
1. Election of                         NOMINEES:                               2. Ratification of
   Directors.     [ ]        [ ]       Frank H. Chen, Charles C.Y. Han,           appointment of          [ ]      [ ]       [ ]
                                       Raymond C.Y. Kung, David T.H. Sun,         Ernst & Young LLP as
For, except vote withheld from the     Jack T. Sun, Tom C.Y. Tung, Yu Jeh         Independent Auditors.
following nominee(s):                  Tung, Charles Xue

- -------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                               I/we plan to attend the Annual General
                                                                               Meeting of Shareholders.                      [ ]
                                                                               ----------------------------------------------------


                                                                               Please sign exactly as name appears hereon. Joint
                                                                               owners should each sign. When signing as attorney,
                                                                               executor, administrator, trustee or guardian, please
                                                                               give full title as such.


                                                                               ----------------------------------------------------

                                                                               ----------------------------------------------------
                                                                               SIGNATURE(S)                               DATE
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




Date: December 2, 2002

ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED





    /s/ Tom C.Y. Tung
- -------------------------------
By:     Tom C.Y. Tung
        Chief Executive Officer






</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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