PSE Circular for Brokers No. 1040-98

May 15, 1998 PSE CIRCULAR FOR BROKERS NO. 1040-98 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a)-1(b)(3) THEREUNDER 1. March 31, 1998 Date of Report (Date of earliest event reported) 2. SEC Identification No. 19065 3. BIR Tax Identification No. 053-000-282-143 4. Exact name of registrant as specified in the charter Sanitary Wares Manufacturing Corporation 5. Philippines Province, Country or other jurisdiction of incorporation or organization 6. [ ] (SEC Use Only) Industry Classification Code 7. 10th Floor, Feliza Building 108 Herrera St., Legaspi Village, Makati City Address of principal office Postal Code 8. (632) 892-9801 Registrant's telephone number, including area code 9. Not Applicable Former name, former address, and former fiscal year, if changed since last report 10. Securities registered pursuant to Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common Stock P1.00 par value 295,135,010 (No debt registered under RSA) 11. Indicate the item numbers reported herein: ________________________ Item 4. Resignation, Removal or Election of Registrant's Directors or Officers The following were elected as members of the Board of Directors in the Annual Stockholders' Meeting held on March 31, 1998, to hold office for a term of one (1) year and until their successors have been duly elected and qualified: 1. Jose F. Buenaventura 2. Graham Davies 3. Cynthia Roxas-del Castillo 4. Noel Bell 5. Michael Capparis 6. Amante Rimando 7. Jose T. Pardo Immediately following the Annual Stockholders' Meeting, the newly elected Board of Directors held its organizational meeting where the following officers were unanimously elected: 1. Jose F. Buenaventura Chairman 2. Graham Davies President 3. Cynthia Roxas-del Castillo Corporate Secretary 4. Leonardo R. Dominguez Treasurer The above officers also held office for one (1) year and until their successors are elected and qualified. Other Executive Officers In addition to the above-named directors and officers elected during the last annual meeting of the stockholders and directors as disclosed in the foregoing, the following are the other executive officers of the registrant: Edgar T. Ordoa Manufacturing Director Apollo B. Dimayuga Sales and Marketing Director Romeo B. Tolentino Special Projects Director Lauro A. Argente Manufacturing/DFT Coach The above positions are appointive and the officers occupying the same serve until resignation, retirement, transfer or termination. Other Positions Held with the Registrant of Directors and Executive Officers In addition to the above positions, the following Directors and Executive Officers hold the following positions with the registrant: Jose F. Buenaventura Chairman, Executive Committee Graham Davies Member, Executive Committee Cynthia Roxas-del Castillo Member Executive Committee Leonardo R. Dominguez Vice-President and Chief Executive Officer Business Experience, Period of Service with Registrant and Other Directorships Held Mr. Jose F. Buenaventura has been the Chairman of the Board of the Company since 1992. He was Vice-Chairman of the Board in 1990-1991. He is a Senior Partner of the Romulo, Mabanta, Buenaventura, Sayoc & De los Angeles Offices since 1976. He is a Director and the President of Consolidated Coconut Corporation ( Illegible portion in PSE file ) Corporation, and Ananda Phils., Vice-President of Pornelo Realty & Development Corporation and Director and Vice-president of Otis Elevator Company (Phils.), Inc. He is a Director and the Corporate Secretary of Country Club Development Corp., The Country Club, Inc. and Peter Paul Philippine Corp., and is the Assistant Corporate Secretary of Johnson & Johnson (Phils.), Inc. He is a Member of the Board of Directors of Agrotex Commodities, Inc., Apo Fruits Corporation, Ballet Philippines, Cargill Seeds, Inc., Euroville Realty Development Corporation, La Concha Land Investments Corporation, San Dionisio Realty Corporation, Sanitary Wares Manufacturing Corporation, Security Risks International, Inc., Turner Entertainment Manila, Inc., and United Technologies Automotive Phils., Inc. Mr. Graham Davies, a British National, was appointed President of the Corporation last April 1997. He completed his B.S. Mechanical Engineering and B.S. Ceramic Engineering at the North Staffordshire College of Technology. He was formerly connected with NETZSCH Incorporated as Vice-President/General Manager for Ceramic Process Engineering & Filterpress Divisions since 1979. Mr. Amante Rimando was elected Director of the registrant only on March 31, 1998. He replaced Mr. Cesar N. Sarino as Director of the registrant and since February 1998, has been the acting President and General Manager of the Government Service Insurance System. Joining GSIS as a clerk-messenger in 1952, Mr. Rimando rose from the ranks until he attained the highest position a career GSIS employee could achieve. He is a graduate of the University of the East and earned a degree of B.S. in Business Administration, major in Accounting. He took post-graduate studies at the Wharton Graduate School. Mr. Jose T. Pardo has been a Director since 1993. He is the President of the Philippine Seven Corporation. Mr. Noel L. Bell has been a Director since 1992. He is the Vice-President for Finance of American Standard, Inc., a foreign American company. Ms. Del Castillo was elected Corporate Secretary of the Company on October 28, 1992. She is a Partner at the law firm of Romulo, Mabanta, Buenaventura, Sayoc & de los Angeles and has been the firm for 23 years. She was appointed in 1990, and still serves to date, as Dean of the Law School of the Ateneo de Manila University where she is a Professor of Civil Law and Securities Regulations. She is a Director and Corporate Secretary of Sanitary Wares Manufacturing Corporation and Waterfront Philippines Inc. She is Corporate Secretary of Mondragon International Phils. Inc., EasyCall Communications Phils. Inc. and other various Philippine corporations. She is currently the President of the Philippine Association of Law Schools and sits in the Board of Trustees of the Philippine Judicial Academy. Mr. Leonardo R. Dominguez has been the Vice-President and Chief Financial Officer since 1992. He was previously the Administration and Finance Director. Family Relationships There are no family relationships among the directors and officers listed above. Certain Relationship and Related Transactions During the last fiscal year, no director of the Company has received or become entitled to receive any benefit by reason of any contract with the Company, a related corporation, a firm of which the director is a member or a company in which a director has a substantial financial interest. Involvement in Certain Legal Proceedings To the knowledge of the registrant, none of its Directors and Executive Officers have been involved in any of the proceeding during the past five (5) years: (a) any bankruptcy or insolvency proceedings filed by or against any business of which such director or executive officer was a general partner or executive officer either at the time of filing such petition or within two (2) years prior thereto; (b) any criminal proceedings, whether domestic or foreign. and whether pending or resulting in conviction or final judgment; (c) any other proceedings where any order, judgment, or decree was issue by a court of competent jurisdiction, whether domestic or foreign, permanently or temporarily enjoying, barring, suspending or otherwise limiting such director or executive officers' involvement in any type of business, securities, commodities, or banking activities; or (d) any other proceedings in a civil action where any director or executive officer was found by a court of competent jurisdiction, whether domestic or foreign, including the Commission or comparable foreign body, domestic or foreign exchange, electronic marketplace or self-regulatory organization, to have violated a securities or commodities law. Impact of Reported Event on the Registrant's Current or Future Operations as Financial Position or Results of Operation The reported event is the regular annual election directors and officers of the registrant. Except for Mr. Rimando who replaced Mr. Sarino (having also replaced Mr. Sarino as President and General Manager of GSIS), there are no other changes in directors and officers. Mr. Rimando (and previously, Mr. Sarino) is the nominee of GSIS in the board of directors of the registrant. The election of Mr. Rimando and the re-election of the other directors and officers are not expected to have any impact on the current or future operations, financial position or results of operation of the registrant. Pursuant to the requirements of the Revised Securities Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. (SGD.) CYNTHIA ROXAS-DEL CASTILLO Corporate Secretary