PSE Circular for Brokers No. 1454-98

June 29, 1998 PSE CIRCULAR FOR BROKERS NO. 1454-98 June 26, 1998 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) 1. JUNE 26, 1998 Date of Report (Date of earliest event reported) 2. SEC Identification Number 1746 3. BIR Tax Identification No. 000-126-853 4. JARDINE DAVIES INC. Exact name of registrant as specified in its charter 5. METRO MANILA, PHILIPPINES Province, country or other jurisdiction of incorporation 6. (SEC Use Only) Industry Classification Code: 7. JARDINE DAVIES BUILDING, 222 SEN. GIL J. PUYAT AVENUE MAKATI CITY, METRO MANILA 1200 Postal code Address of principal office 8. (632) 843-60-11 Registrant's telephone number, including area code 9. N/A d Former name or former address 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 SHARES 50,000,000 - REGISTERED AND LICENSED 43,883,173 - OUTSTANDING SHARES 11. Indicate the Item numbers reported herein: Item 9 AT THE ANNUAL GENERAL MEETING OF THE STOCKHOLDERS HELD ON JUNE 26, 1998, THE STOCKHOLDERS CONSTITUTING A QUORUM ELECTED THE FOLLOWING DIRECTORS: TIMOTHY T. BENNETT ALOYSIUS B. COLAYCO GIL E. CORTEZ DAVID C. CLYMO BI YONG S. CHUNGUNCO ANTHONY J. L. NIGHTINGALE BLAIR C. PICKERELL GEOFFREY D. THOMAS NEVILLE B. VENTER ITEM 9 OTHER EVENTS A. THE STOCKHOLDERS APPROVED THE AMENDMENT TO ARTICLE SIXTH OF THE ARTICLES OF INCORPORATION DECREASING THE NUMBER OF DIRECTORS FROM ELEVEN (11) TO NINE (9). 3. THE STOCKHOLDERS APPROVED THE AMENDMENT TO CLAUSE 13 OF THE BY LAWS PROVIDING FOR THE RULES GOVERNING EXECUTION OF DOCUMENTS WHICH READS AS FOLLOWS: CLAUSE 13 EXCEPT AS HEREINAFTER IN THIS SECTION PROVIDED, CERTIFICATES OF STOCK OF THE CORPORATION SHALL BEAR THE SIGNATURE OF THE CHAIRMAN OR THE PRESIDENT, COUNTERSIGNED BY THE SECRETARY OR ASSISTANT SECRETARY, AND SEALED WITH THE CORPORATE SEAL. ALL DEEDS, LEASES, MORTGAGES, CONTRACTS AND OTHER INSTRUMENTS IN WRITING WHICH REQUIRE EXECUTION ON BEHALF OF THE CORPORATION SHALL BE SIGNED BY SUCH PERSONS AS PRESCRIBED BY RESOLUTION OF THE BOARD OF DIRECTORS. CHECKS AND DIVIDEND WARRANTS SHALL RE SIGNED BY SUCH PERSONS AS PRESCRIBED BY RESOLUTION OF THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS MAY FROM TIME TO TIME BY RESOLUTION PROVIDE FOR THE EXECUTION OF PAYROLL CHECKS BY A MECHANICAL DEVICE OR MACHINE, OR BY USE OF FACSIMILE SIGNATURE, UNDER SUCH TERMS AS SHALL BE SET FORTH IN THE RESOLUTION OF THE BOARD OF DIRECTORS. FINANCIAL INFORMATION THE TRANSACTION WILL NOT HAVE A SIGNIFICANT IMPACT ON THE FINANCIAL RESULTS OF JARDINE DAVIES INC. NOTHING FOLLOWS 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.) JARDINE DAVIES INC. Registrant (SGD.) DAVID C. CLYMO Senior Vice President