PSE Circular for Brokers No. 1391-99

June 15, 1999 PSE CIRCULAR FOR BROKERS NO. 1391-99 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. June 14, 1999 Date of Report (Date of earliest event reported) 2. SEC Identification Number 5223 3. BIR Tax Identification No.: 230-000-453-086 4. EQUITABLE BANKING CORPORATION (EBC) Exact name of registrant as specified in its charter 5. Metro Manila Province, country or other jurisdiction of incorporation 6. (SEC Use Only) Industry Classification Code 7. 262 Juan Luna Street, Binondo, Manila 1006 Address of principal office Postal Code 8. (632) 242-7101 Registrant's telephone number, including area code 9. Not Applicable Former name or former address, if changed since last report 10. Securities registered pursuant to Sections 4 and 8 of the RSA Number of Shares of Common Stock Outstanding Title of Each Class and Amount of Debt Outstanding Common Shares 364,385,500 common shares 11. Indicate the item numbers reported herein: Items 2 and 9 The Closing of the Sale and Purchase Agreement dated May 12, 1999 ("SPA") between Equitable Banking Corporation (EBC), Social Security System (SSS), Government Service Insurance System (GSIS) and EBC Investments, Inc. (EBCII), on behalf of certain group of investors, as separate Buying Parties, and Benpres Holdings Corporation, Consolidated Robina Capital Corporation, Meralco Pension Fund, and John Gokongwei, Jr. as attorney-in-fact for certain shareholders in Philippine Commercial International Bank ("PCIB") occurred last May 25, 1999. Under the SPA, EBC acquired a total of 7,411.876 shares of PCIB representing 4.8% more or less, of the outstanding capital stock of PCIB. LLjur EBCII, an investment house and a wholly-owned subsidiary of EBC, likewise acquired a total of 50,627,959 shares of PCIB representing 38.25% more or less, of the outstanding capital stock of PCIB for and on behalf of certain investors. Pursuant to the requirements of Item 2, the following matters are hereby disclosed: (1) Date of Acquisition : May 25, 1999 (2) Manner of Acquisition : Purchase of PCIB shares (3) Description of Assets Purchased : (a) EBC purchased 7,411,876 PCIB common shares representing 4.8%, more or less, of the outstanding capital stock of PCIB. and (b) EBCII purchased 50,627,959 PCIB common shares representing 38.25%, more or less, of the outstanding capital stock of PCIB for and in behalf of certain investors. (4) Nature and Amount of Consideration : (a) EBC and EBCII (on behalf of certain investors) purchased the PCIB common shares at P290.075 per PCIB common share; (b) Consideration in each instance, was paid in two tranches., 20% upon signing of the SPA and the balance was paid on closing. Cdphil (5) Identity of the Person(s) from whom Assets were Acquired and Material Relationship between such Person(s) and EBC/EBCII, its Affiliates, Directors and Officers : The sellers of the PCIB shares were Benpres Holdings Corporation, Consolidated Robina Capital Corporation, Meralco Pension Fund, and John Gokongwei, Jr. as attorney-in-fact for certain shareholders in PCIB ("Sellers"). There is no material relationship between the Sellers and EBC/EBCII and/or any of the latter's affiliates, any director or officer or any associate of such director or officer. (6) Sources of Funds Used : (a) EBC funded the purchase price for the PCIB shares from its own internal funds; (b) EBCII's purchase of the PCIB shares was funded by certain investors. For purposes of Item 2, the "acquired business" (PCIB) is a listed company which presumably files periodic financial statements/information with the SEC under SEC Form 11-A and SEC Form 11-Q. Hence, there is no need for EBC to file the financial statement for the businesses acquired, pro forma financial information and other exhibits with respect to PCIB (as required under Items 2 and 10) as these should already be on file with, and readily available to, the SEC. More importantly, conducting the necessary audit for PCIB for the purpose of filing separate financial information for PCIB in order to comply with Items 2 and 10 will be highly impracticable. Moreover, this requirement will soon become moot and academic as EBC and PCIB are currently considering consolidated operations as a merged entity. Discussions on the terms of the merger are ongoing and the final terms will be submitted to the Board of Directors and Stockholders of both banks, and likewise disclosed to the SEC and the PSE, at the appropriate time. SIGNATURES 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. EQUITABLE BANKING CORPORATION Registrant By: (SGD.) ELMER B. SERRANO Officer-in-Charge Corporate Information Office