Semirara Coal Corporation

July 7, 1998 PSE CIRCULAR FOR BROKERS NO. 1538-98 SUBJECT : Semirara Coal Corporation Further to Circular No. 916-98 dated May 4, 1998 pertaining to Semirara Coal Corporation's ("SCC") quasi-reorganization plan, SCC informed the Exchange, through SEC Form 11-C, that the Securities and Exchange Commission approved on July 1, 1998 the following amendments to its Articles of Incorporation as part of the application for said quasi-reorganization related procedures, to wit: 1. Increase the authorized common stock from P2,686,075,339.17 divided into 268,607,533,917 shares to P2,686,340,260 divided into 268,634,026,000 shares with a par value of P0.01 per share; 2. Increase the par value of the common stock from P0.01 per share to P2,1283 per share thereby reducing the number of authorized shares from 268,634,026,000 shares to 1,262,200,000 shares and the issued shares from 261,987,345,100 to 1,230,970,000; 3. Decrease the par value of the common stock from P2,1283 per share to P1.00 per share thereby generating a reduction surplus of P1,388,903,451; cdt 4. Further increase in authorized common stock from P1,262,200,000 divided into 1,262,200,000 common shares with a par value of P1.00 per share (resultant authorized common stock of the company after the quasi-reorganization) to P1,662,200,000 divided into 1,662,200,000 common shares with a par value of P1.00 per share. The effectivity date of SCC's change in par value will not yet be reflected in the Exchange's computer system (electronic board and ticker) pending further advice from the company. Attached herewith is a copy of the company's SEC Form 11-C. The audited financial statements of SCC is available for reference at the PSE Library and PSE-Plaza Administration Office. For your information. (SGD.) REYNOLD P. ONG Vice-President, Listings and Disclosure Group SECURITIES AND EXCHANGE COMMISSION CURRENT REPORT PURSUANT TO SECTION 11 OF THE REVISED SECURITIES ACT AND RSA RULES 11(A)-1 (b) (3) THEREUNDER REVISED SEC FORM 11-C, C-1 ( Per SEC letter dated June 16, 1998 ) 1. Date of Report June 29, 1998 2. SEC Identification Number 91447 3. BIR Tax Identification No. 410-000-191-324-NV 4. Exact Name of Registrant as specified in its charter: SEMIRARA COAL CORPORATION 5. Philippines Province, Country or other Jurisdiction of incorporation or organization 6. ________ (SEC use only) Industry Classification Code 7. Address of Principal Offices 7th Floor, Quad Alpha Centrum (Condominium) Building, 125 Pioneer St., Mandaluyong City 8. Registrant's telephone number, Including are code (632) 631-80-01 to 10 9. Former name, former address, and former fiscal year, if change since last Report Not Applicable 10. Securities registered pursuant to Sections 4 and 8 of the RSA. Title of Each Class No. o f shares of stock Common shares 125,810,945,800 common shares Preferred shares: 15,000 preferred shares (122,798,555,306 common shares, par value of P.01 per share exempt under Sec. 6(a)(4) of the Revised Securities Act, 13,418,000,000 common shares, par value of P.01 per share, exempt under Sec. 6(a)(7) of the Revised Securities Act. 11. Indicated the item numbers reported herein: Item 9 I. Resolution SB3-1, Series of 1998 pertains to the Quasi-Reorganization related procedures approved by the Board of Directors on September 10, 1997 and March 19, 1998 and in the Special Stockholders' Meeting held on April 30, 1998. The company's application for Quasi-Reorganization filed with the Securities and Exchange Commission (SEC) had the objective of eliminating the accumulated deficits as of December 31, 1997 amounting to P3.7 Billion using the balances of the Revaluation Increment in Property, Reduction Surplus and Additional Paid in Capital and a portion of the premium on Preferred Stock converted to Common Stock as of such date. Such revised Quasi-Reorganization would include, among others the following procedures affecting the company's capital stock: cdt (1) increase the authorized common stock from P2,686,075,339.17 divided into 268,607,533,917 shares at P0.01 per share to P2,686,340,260 divided into 268,634,026,000 shares, at a par value of P0.01 per shares; (2) increase the par value of the common stock from P0.01 per share to P2,1283 per share thereby reducing the number of authorized shares from 268,634,026,000 shares to 1,262,200,000 shares and the issued shares from 261,987,345,100 to 1,230,970,000; (3) decrease the par value of the common stock from P2,1283 to P1.00 per share thereby generation a reduction surplus of P1,388,903,451; (4) Further increase in Company's authorized common stock as approved by the Board of Directors on March 19, 1998 from P1,262,200,000 divided into 1,262,200,000 common shares at a par value of P1.00 per share (resultants authorized common stock of the Company after the quasi-reorganization as mentioned above) to P1,662,200,000 divided into 1,662,200,000 common shares at a par value of P1.00 per share. BRIEF DESCRIPTION OF THE TRANSACTION IN WHICH THE SECURITIES ARE TO BE ISSUED Registrant is on its second stage of reorganization. The authorized common shares of the corporation will be issued from P2,686,075,339.17 to P2,686,340,260 par value of P0.01 per share, and of the increase in the common shares of P264,920.83, the amount of P78,437.94 will be subscribed in good faith by DMCI Holdings, Inc. by way of offset of liability. The authorized common capital stock will be increased from P1,262,200,000 to P1,662,200,000 with the value of P1.00 per share. The authorized common capital stock of P400 Million will be subscribed on DMCI Holdings, Inc. of which the amount of P100 Million would be paid by way of offset of liability. MODIFICATION OF SECURITIES A. Increase in par value of common shares. (1) Increase in the par value of the common stock from P0.01 per share to P2,1283 per share, thereby decreasing, the authorized common shares from P2,686,340,260.00 divided into P268,634,026,000 common shares, par value of P0.01 per share to P2,686,340,260.00 divided into 1,262,200,000 common shares, par value of P2,1283 per share. The number of issued shares will be reduced from 261,987,345,100 common shares, par value of P0.01 per share to 1,230,970,000 common shares, par value of P2,1283 per share. cdlex (2) There is no material difference between the outstanding securities and the modified or new securities except that the par value of the common shares is increased from P0.01 per share to P2,1283 per share. B. Reduction in the par value of the common shares and decreasing the amount of authorized common shares stock. (1) Reduction in the par value of the common shares from P2,1283 per share to P1.00 per share, thereby decreasing the authorized common stock of the Corporation from P2,686,340,260.00 par value of P2,1283 to P1,262,200.00, par value of P1.00 per share. The reduction surplus of P1,388,903,451 will be used to wipe out the deficit of the Corporation as of December 31, 1997. (2) There is no material difference between the outstanding securities and the modified or new securities except that the par value of the common shares is reduced from P2,1283 to P1.00 per share. C. The reason for the modification consisting of increase/decrease in the par value of common shares and decreases/increases in the authorized common capital stock is to create a reduction surplus to wipe out the deficit of the Corporation as of December 31, 1997 The Philippine Stock Exchange also requires that the par value of shares of listed companies should at least be P1.00 per share. The rights of the existing common shareholders will be maintained as stated in the Articles of Incorporation of the Corporation. FINANCIAL AND OTHER INFORMATION Attached hereto is a copy of the financial statements of the Corporation as of December 31, 1997, together with a Management's Discussion and analysis and Plan of operations. cdt AMENDMENT OF CHARTER The following amendments were approved by the Board of Directors and the Stockholders: a. Increase in the authorized common capital stock from P2,686,075,339.17 divided into 268,607,533,917 common shares, par value of P0.01 per share, to P2,686,340,260.00 divided into 268,634,026,000 common shares, par value of P0.01 per share, thereby amending Article VII of the Amended Articles of Incorporation of the Corporation to read as follows: " SEVENTH : That the authorized capital stock of the Corporation shall consist of Two Billion, Eight Hundred Thirty Six Million, Three Hundred Forty Thousand, Two Hundred Sixty (2,836,340,260 . 00) Pesos, Philippine Currency, divided into Two Hundred Sixty Eight Billion, Six Hundred Thirty Four Million, Twenty Six Thousand, (268,634,026,000) common shares, with par value of P0 . 01 each, and Fifteen Thousand (15,000) Preferred shares, with par value of Ten Thousand (P10,000 . 00) Pesos each . xxx xxx xxx." b. Increase in the par value of the common shares from P0.01 to P2,1283 per share, thereby reducing the number of the authorized common capital stock from 268,634,026,000 common shares, par value of P0.01 per share, to 1,262,200,000 common shares, par value of P2,1283 per share, and amending for that purpose, Articles VII of the Amended Articles of the Corporation to read as follows: " SEVENTH : That the authorized capital stock of the Corporation stock shall consist of Two Billion, Eight Hundred Thirty Six Million, Three Hundred Forty Thousand, Two Hundred Sixty (P2,836,340,260 . 00) Pesos, Philippine Currency, divided into One Billion, Two Hundred Sixty Two Million, Two Hundred Thousand (P1,262,200,000) common shares, with par value of Two Pesos and 1283/100 (P2 , 1283) each, and Fifteen Thousand (P15,000) preferred shares with par value of Ten Thousand (P10,000 . 00) Pesos each . xxx xxx xxx." c. Decrease in the par value of the common shares from P2,1283 per shares to P1.00 per share, thereby decreasing the authorized common capital stock from P2,686,340,260.00 divided into 1,262,200,000 common shares, with par value of P2,1283 per share to P1,262,200,000.00 divided into 1,262,200,000 shares, par value of P1.00 per share, of which the amount of P1,230,970,000.00 worth of common shares would be issued and fully paid, using the reduction surplus of P1,388,903,451 to wipe out the deficit of the Corporation as of December 31, 1997, and amending furthermore Article VII of Amended Articles of Incorporation, to read as follows: " SEVENTH : That the authorized capital stock of the Corporation shall consist of the One Billion, Four Hundred Twelve Million, Two Hundred Thousand P1,412,200,000.00) Pesos, Philippine Currency, divided into One Billion, Two Hundred Sixty Two Million, Two Hundred Thousand (P1,262,200,000) common shares, with par value of One (P1 . 00) Peso each, and Fifteen Thousand (15,000) preferred shares with par value of Ten Thousand (P10,000 . 00) Pesos each . xxx xxx xxx." d. Increase in the authorized common capital stock of the corporation from P1,262,200,000.00 divided into 1,262,200,000 common shares, par value on One (P1.00) Pesos per share to P1,662,200,000.00 divided into 1,662,200,000 common shares, par value of One (P1.00) Peso per share, thereby amending Article VII of the Amended Articles of Incorporation of the Corporation to read as follows: " SEVENTH : That the authorized capital stock of the Corporation shall consists of One Billion, Eight Hundred Twelve Million, Two Hundred Thousand (P1,812,200,000 . 00) Pesos, Philippine currency, divided into One Billion, Six Hundred Sixty Two Million, Two Hundred Thousand (1,662,200,000) common shares, with a par value of One (P1 . 00) Peso each, and Fifteen Thousand (15,000) preferred shares with par value of Ten Thousand (P10,000) Pesos each . xxx xxx xxx." II. Resolution SB3-2, Series of 1998 pertains to the further increase in company's authorized common stock as approved by the Board of Directors on March 19, 1998 from P1,262,200,000 divided into 1,262,200,000 common shares at a par value of P1.00 per share (resultant authorized common stock of the company after the Quasi-Reorganization) to P1,662,200,000 divided into 1,662,200,000 common shares at a par value of P1.00 per share. cdlex The increase in the authorized common capital stock of P400 Million will be subscribed by DMCI Holdings, Inc. of which the amount of P100 Million will be paid by way of cash or offset of liability. The company's application for further increase of P400 Million was filed with SEC simultaneous to the filing of the quasi-reorganization being the final stage of SCC's organization. In this connection, in the Special Stockholders' meeting held on April 30, 1998, DMCI Holdings, Inc. subscriber to the said P400 Million increase of authorized capital stock at the request of the stockholders agreed to offer to the public portion of the said increase in order to comply with the Philippine Stock Exchange (PSE) requirement of maintaining a minimum of 500 stockholders owning at least one (1) board lot each for publicly listed company as in the case of SCC. This will take the form of private investment or through the Exchange after they are registered and listed in the Exchange. 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. Date: July 1, 1998 SEMIRARA COAL CORPORATION (SGD.) BENIGNO F. MORALES Corporate Secretary SECURITIES AND EXCHANGE COMMISSION CURRENT REPORT PURSUANT TO SECTION 11 OF THE REVISED SECURITIES ACT AND RSA RULES 11(A)-1 (b) (3) THEREUNDER REVISED SEC FORM 11-C ( Current Events Item 6 & 9 ) 1. Date of Report June 29, 1998 2. SEC Identification Number 91447 3. BIR Tax Identification No. 410-000-191-324-NV 4. Exact Name of Registrant as specified in its charter: SEMIRARA COAL CORPORATION 5. Philippines Province, Country or other Jurisdiction of incorporation or organization 6. ________ (SEC use only) Industry Classification Code 7. Address of Principal Offices 7th Floor, Quad Alpha Centrum (Condominium) Building, 125 Pioneer St., Mandaluyong City 8. Registrant's telephone number, Including are code (632) 631-80-01 to 10 9. Former name, former address, and former fiscal year, if change since last Report Not Applicable 10. Securities registered pursuant to Sections 4 and 8 of the RSA. Title of Each Class No. o f shares of stock Common shares 125,810,945,800 common shares Preferred shares: 15,000 preferred shares (122,798,555,306 common shares, par value of P.01 per share exempt under Sec. 6(a)(4) of the Revised Securities Act, 13,418,000,000 common shares, par value of P.01 per share, exempt under Sec. 6(a)(7) of the Revised Securities Act. 11. Indicated the item numbers reported herein: Item 9 Item 9 and 9 The Securities and Exchange Commission approved on July 1, 1998 the following amendments to the Articles of Incorporation of Semirara Coal Corporation as part of its application for Quasi-Reorganization related procedures, to wit: (1) increase the authorized common stock from P2,686,075,339.17 divided into 268,607,533,917 shares at P0.01 per share to P2,686,340,260 divided into 268,634,026,000 shares, at a par value of P0.01 per share; (2) increase the par value of the common stock from P0.01 per share to P2,1283 per share thereby reducing the number of authorized shares from 268,634,026,000 shares to 1,262,200,000 shares and the issued shares from 261,987,345,100 to 1,230,970,000; (3) decrease the par value of the common stock from P2,1283 to P1.00 per share thereby generation a reduction surplus of P1,388,903,451; (4) Further increase in Company's authorized common stock as approved by the Board of Directors on March 19, 1998 from P1,262,200,000 divided into 1,262,200,000 common shares at a par value of P1.00 per share (resultant authorized common stock of the Company after the quasi-reorganization as mentioned above) to P1,662,200,000 divided into 1,662,200,000 common shares at a par value of P1.00 per share. cdt INCORPORATION BY REFERENCE Revised SEC Form 11-C, C-1 per SEC letter dated June 16, 1998 more particularly Brief Description of the Transaction in which the securities are to be issued, Modification of Securities, Financial and other information and Amendment of Charter.