PSE Circular for Brokers No. 1446-98

June 26, 1998 PSE CIRCULAR FOR BROKERS NO. 1446-98 SECURITIES AND EXCHANGE COMMISSION SEC FORM 34-C Information Statement Pursuant to Section 34(c) of the Revised Securities Act WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY 1. Check the appropriate box: ______ Preliminary Information Statement __x___ Definitive Information Statement 2. Name of Registrant as specified in its charter: LA TONDEA DISTILLERS, INC. 3. Province, country or other jurisdiction of incorporation or organization: Republic of the Philippines 4. SEC Identification Number: 142312 5. BIR Tax Identification Code: 000-083-856-000 6. Address of principal office, including postal code: 453 C. Palanca Sr. Street, Quiapo, Manila 7. Registrant's telephone number, including area code: (632) 734-9701 8. Date, time and place of the meeting of stockholders July 16, 1998, 10:00 A.M . at the Second Floor, San Miguel Corporation Head Office Complex, No. 40 San Miguel Avenue, Mandaluyong City 9. Approximate date on which the Information Statement is first to be sent or given to security holders: Not later than June 25, 1998 10. Securities registered pursuant to Sections 4 and 8 of the RSA No. of Shares Registered Title of Each Class No. of Shares Outstanding 560,000,000 Common 321,481,482 11. Are any or all of registrant's securities listed on the Philippine Stock Exchange? Yes ___x___ No ______ DOCUMENTS INCORPORATED BY REFERENCE . None. GENERAL INFORMATION Date, Time and Place of Meeting of Security Holders The Special Stockholders' Meeting shall be held on July 16, 1998 at 10:00 A.M. at the Second Floor, San Miguel Corporation, Head Office Complex, No. 40 San Miguel Avenue, Mandaluyong City. REVOCABILITY OF PROXY (NOT APPLICABLE) WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. Dissenter's Right of Appraisal Any stockholder of the Company shall have the right to dissent and demand payment of the fair value of his/her shares as provided under the Corporation Code of the Philippines. LLpr Voting Securities and Principal Holders Thereof The Company's securities consist of Class "A" common shares. There are 321,481,482 shares issued and outstanding of Class "A" common shares. All shares have voting rights. The record date for the Company's special stockholders' meeting is set on June 24, 1998. There has been no change of control in the Company since the last fiscal year. The following are the beneficial or record owners of more than 10% common shares of the Company as of May 31, 1998, within ninety (90) days before the Information Statement is first sent: Amount/Record/ Title of Class Name Beneficial % Common San Miguel Corporation 216,970,000 (b) 67.49 Common PCD Nominee Corporation 67,101,574 (r) 20.87 Common C.P. Holdings Corporation 32,200,000 (b) 10.02 ISSUANCE AND EXCHANGE OF SECURITIES Authorization of Issuance of Securities Otherwise than for Exchange The Company will submit for approval of stockholders at a special meeting to be held on July 16, 1998 the proposal to issue convertible preferred shares with issue price at market price of common shares. The preferred shares are convertible to common shares of the Corporation at the option of the holder. The aggregate issue value will be up to P2 billion. The net proceeds of the issuance will be used, among others, to retire the short-term loans of the Company. Management has been authorized by the Board of Directors to negotiate and agree with private investors on the final terms and conditions. Financial and Other Information For the current fiscal year, the securities of the Company have been traded at a range of P14.75 to P33.00 per share. OTHER MATTERS Amendment of Charter, By-laws or Other Documents The Company will also submit for approval of the stockholders the proposal to amend the Company's Articles of Incorporation to provide for convertible preferred shares and to seek a waiver by the shareholders of their pre-emptive rights to the new issue of shares. Other Proposed Action Except as disclosed in the Agenda, there is no other proposed action to be taken during the Special Stockholders' Meeting on July 16, 1998. Voting Procedures The majority vote of the stockholders entitled to vote is required for Approval except where the law requires a vote of more than the majority for approval of certain acts. Counting of the Ayes and Nays or raised hands will be the method by which votes will be counted.