This followed Goldman Sachs's notification to the Thai Securities and Exchange Commission (SEC) that it had acquired 14.55 million shares, at Bt38 apiece, from Ransway and Rantack, which are affiliates of EIE Insurance of Japan. The deal was believed to have been cut in Hong Kong on April 7, where the two Japanese firms had earlier tried to hold private auctions for their stakes in the Thai hotel.

With the deal sealed, there is virtually no chance for Royal Garden Resorts, which already holds 24 per cent in Rajadamri Hotel, to try to counter-bid Goldman Sachs for the crucial stake from Ransway and Rantack.

Under Thai securities law, Goldman Sachs will be obliged to make a tender offer for 100 per cent of Rajadamri Hotel now that its holding in the target company is well over 25 per cent. Goldman Sachs stunned Royal Garden Resorts about two weeks ago when it made a hostile counter-bid for Rajadamri Hotel, which owns 100 per cent in the five-star Regent Bangkok Hotel, at Bt38 a share.

Royal Garden Resorts, which rushed into a meeting yesterday to determine its next move, realised that its only chance of taking over Rajadamri Hotel, in which it already holds more than 24 per cent, is to match the Goldman Sachs' tender offer. In early March, it announced a tender offer for Rajadamri Hotel at Bt27 a share.

''We just wait and see. We've not made any decision as to what to do next,'' said Korn Chatikavanij, the managing director of J F Thanakom Securities Ltd, who advises Royal Garden Resorts.

Royal Garden Resorts had been trying to squeeze for the deal from Ransway Co and Rantack for the 32.33 per cent stake, which would have turned it into a majority shareholder in Rajadamri Hotel. It had also planned to turn Regent Bangkok Hotel into its flagship company as it looked forward to moving up from minor league to major league-status in the hotel and resorts business.

Yet the deal fell through, with Goldman Sachs' coming up with a much more aggressive counter-offer.

Korn said Royal Garden Resorts would continue to hold on to its 24 per cent stake of Rajadamri Hotel's share capital of Bt450 million (at Bt10 par value). Korn also insisted that Royal Garden Resorts intended to proceed with submitting its tender offer for Rajadamri Hotel on April 12, declining however to pinpoint any possible new bid price.

Both Goldman Sachs and Rajadamri Hotel will now be contending for the remaining free-float 23-per cent Rajadamri Hotel stake from the other shareholders, including Thai Farmers Bank and the Crown Property Bureau. If there are no further stock transactions, or if the shareholders prefer to hold on to their stakes, there will be a stalemate in the takeover since no single party will be able to muster majority control.

In the Goldman Sachs camp, Henry Cornell, its managing director, was packing his travel bag and was not available for comment. But his spokesman in Bangkok said Goldman Sachs planned to submit a tender offer soon to satisfy SEC regulations.

''We'll be making a tender offer soon. I cannot give you the exact date, but it will be a matter of days,'' said Peter Poulos of Presko Shandwick (Thailand) Ltd, who handles public relations for Goldman Sachs.

However, Rajadamri Hotel issued a statement to the Stock Exchange of Thailand to inform the investing public that Goldman Sachs planned to submit a tender document to the exchange by April 12.

The exchange authorities halted the trading of Rajadamri Hotel stocks in the morning, pending full disclosure of the deal, but lifted the halt sign in the afternoon. Rajadamri Hotel yesterday rose Bt2 to Bt35.75, a jump of more than 70 per cent since February when the takeover deal was announced by Royal Garden Resorts.

SEC spokeswoman Nataya Niyamanusorn said that in a tender offer, the bidder could alter the offer price, but any change had to be in a positive direction, such as a higher bid price or greater volume of shares.