PSE Circular for Brokers No. 1501-98

July 2, 1998 PSE CIRCULAR FOR BROKERS NO. 1501-98 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. Date of Report (Date of earliest event reported): July 1, 1998 2. SEC Identification No.: 102415 3. BIR Tax Identification No.: 4. Name of registrant as specified in its charter: ZEUS HOLDINGS, INC. 5. Province, country or other jurisdiction of: PHILIPPINES 6. Industry Classification Code: 7. Address of Principal Office: Alegria Building, 2229 Pasong Tamo, San Lorenzo, Makati City 8. Telephone No.: 9. Former name or former address, if changed since last report: 10. Securities registered pursuant to Sections 4 and 8 of the RSA: No. of Shares of Common Stock Outstanding Title of Each Class and Amount of Debt Outstanding ______________________ ______________________ ______________________ ______________________ ______________________ ______________________ Item 1. Changes in Control of Registrant On July 1, 1998, Blue Circle Philippines, Inc. ("BCPI"), a corporation duly organized and existing under the laws of the Philippines, acquired in cash 654,756,581 shares held by Eagle Cement Corporation and Far East Cement Corporation in Zeus Holdings, Inc., resulting in BCPI's ownership of 39% of the total outstanding shares of Zeus Holdings, Inc., On the same date, Round Royal, Inc. ("RRI"), a corporation duly organized and existing under the laws of the Philippines, likewise acquired in cash 278,538,865 shares held by Eagle Cement Corporation in Zeus Holdings, Inc., resulting in RRI's ownership of 17% of the total outstanding shares of Zeus Holdings, Inc. Item 4. Resignation and Election of Registrant's Directors or Officers On July 1, 1998, a meeting of the board of directors of Zeus Holdings, Inc. was held where: a. the following directors tendered their resignation: ALEXANDER J. POBLADOR ANGELICO T. SALUD GEMMA M. SANTOS VALENTINA A. ARANETA WILFREDO T. LEE SUSAN BUSTOS-JACINTO HARRY M. BROWN b. the following shareholders were elected as new directors of the corporation: MICHAELA A. FITCH COLIN HUNTER GILBERT GARCIA ERIC MANALANG ROLAND MESA ANDRES B. STA. MARIA JOCELYN S. SALAZAR c. the following officers tendered their resignation: ALEXANDER J. POBLADOR as Chairman ANGELICO T. SALUD as President GEMMA M. SANTOS as Corporate Secretary d. and the following were elected as new officers of the corporation: MICHAEL A. FITCH as Chairman ANTONIO SEQUERA as President JOCELYN S. SALAZAR as Corporate Secretary MA. TERESA D. MERCADO as Assistant Corporate Secretary cdlex Item 9. Other Events A Put Option Agreement has been executed between Blue Circle Philippines, Inc. ("BCPI")/assigned and Zeus Holdings, Inc. covering a convertible note issued by Mindanao Portland Cement Corporation in favor of BCPI in the principal amount of PHP1,000,000,000 and providing a firm put option in favor of BCPI/assignee to require Zeus Holdings, Inc. upon notice to acquire such convertible note by either (i) delivering new shares duly registered pursuant to the Revised Securities Act or exempted from the registration thereunder, as may be applicable, and duly listed in the Philippine Stock Exchange sufficient to cover the principal amount of the convertible note and all accrued interest thereon as of the payment date, or (ii) paying the principal amount of the convertible note and all accrued interest thereon as of the payment date. 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. ZEUS HOLDINGS, INC. (SGD.) JOCELYN I. SANCHEZ SALAZAR Corporate Secretary