PSE Circular for Brokers No. 1565-98

July 9, 1998 PSE CIRCULAR FOR BROKERS NO. 1565-98 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 02, 1998 2. SEC Identification Number 15923 3. BIR Tax Identification Number 330-000-746-558 4. Exact name of registrant as specified in its charter MANILA BULLETIN PUBLISHING CORPORATION 5. Province, country or other jurisdiction of incorporation or organization Manila, Philippines 6. Industry Classification Code (to be provided by SEC) 7. Address of principal office Muralla corner Recoletos Streets, Intramuros, Manila Postal Code 1002 8. Registrant's telephone number 527-8121 9. Former name, former address and former fiscal year, if changed since last report no change 10. Securities registered pursuant to Sections 4 and 8 of the RSA Class Title Number of Shares Outstanding Common Stock 762,701,400 shares 11. Item numbers reported herein Item numbers 4, 9B and 9P SEC FORM 11 C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT AND RSA RULE 11(a)-1(b)(3) THEREUNDER Item 1. Changes in Control of Registrant . There is no change in control of the Corporation. Item 2. Acquisition or Disposition of Significant Amount of Assets Otherwise than in the Ordinary Course of Business . - There is neither a significant acquisition nor a significant disposition of assets otherwise than in the ordinary course of the Company' s business. Item 3. Changes in Registrant's Certifying Accountant . There is no change in the Corporation's certifying accountant. Item 4. Resignation, Removal or Election of Registrant's Directors or Officers . The Board of Directors of Manila Bulletin Publishing Corporation in a special meeting held on July 02, 1998 at 7:00 p.m. approved the acceptance of the resignation of Dr. Andrew Gonzalez as Director and President of the Corporation effective June 25, 1998. Likewise, on the same meeting, the Board approved the election of Atty. Neptali A. Gonzales as Director and President of the Corporation effective July 7, 1998. cdlex Item 5. Legal Proceedings . There is no material pending legal proceedings to which the Corporation or any of its subsidiaries or affiliates is a party or of which any of their property is the subject. Item 6. Changes in Securities . There is no modification on the class or type of the registered securities. Item 7. Defaults Upon Senior Securities . There are no defaults in payment of principal interest, a sinking or purchase fund installment or any other material default with respect to any indebtedness of the registrant or any of its subsidiaries. Likewise, there are no material arrearage in the payment of dividends. Item 8. Change in Fiscal Year . There is no change in fiscal year. Item 9. Other Events A. Changes in the Company's corporate purpose and any material alterations in the Company's activities or operations or the initiation of new ones none B. Resignation or removal of officers or senior management and their replacements Please see Item 4 C. Any decision taken to carry out extraordinary investments or the entering into financial or commercial transactions that might have a material impact on the Company's situation. none D. Losses of a significant part of the Company's net worth none E. Occurrence of any event of dissolution with details in respect thereto none F. Acts and facts of any nature that might seriously obstruct the development of corporate activities, specifying its implications on the Company's business none G. Any licensing or franchising agreement or its cancellation which may materially affect the issuer's operations none H. Any delay in the payment of debentures, negotiable obligations, bonds or any other publicly traded security none I. Creation of mortgages or pledges on assets when they exceed a significant part of the Company's net worth none J. Any purchase or sale of stock or convertible debt securities of other companies when the amount exceeds a significant part of the issuer's or purchaser's net worth none K. Contracts of any nature that might limit the distribution of profits with copies thereof none cdlex L. Facts of any nature that materially affect or might materially affect the economic, financial or equity situation of those companies controlling, or controlled by the Company including the sale of or the constitution of sureties/pledges on an important part of such companies' assets none M. Authorization, suspension, retirement or cancellation of the Company's securities on an exchange or electronic marketplace domestically or abroad none N. Fines of more than P50,000 and/or other penalties to the Company or to its subsidiaries by regulatory authorities and the reasons therefor none O. Merger, consolidation or spin-off of the Company none P. Other relevant information The Board of Directors of the Registrant in a special meeting held on July 2, 1998 at 7:00 p.m. approved the increase of the authorized capital stock of the Corporation by P900 million from P2.5 billion to P3.4 billion, divided into 3.4 billion shares at par value of 1.00 each. That out of the increase of P900 million, 25.33% thereof or 227,973,950 shares worth P227,973,950 shall be subscribed and fully paid by way of stock dividend worth 227,973,950 shares which is equivalent to 29.89% per share on the outstanding shares of capital stock of 762,701,400, net of Treasury shares. That in relation to said increase of capital stock and as full payment of the 25.33% subscription to said increase of P900 million, a stock dividend of 227,973,950 shares based on the subscribed and outstanding shares of the capital stock of the Corporation on the date of the meeting of the Board of Directors be, as the same is hereby declared, payable to all stockholders on the record date that shall be fixed by the Securities and Exchange Commission, utilizing for this purpose P227,973,950 out of the accumulated unrestricted surplus profits of the Corporation as of June 30, 1998. Also, on the same special meeting, the Board approved the amendment of Article VII of the Amended Articles of Incorporation to reflect the increase of P900 million in the authorized capital stock from P2.5 billion to P3.4 billion. 10. Financial Statements and Exhibits of Businesses Acquired . The Company did not acquire any new business as of date of this report. SIGNATURE 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. MANILA BULLETIN PUBLISHING CORPORATION Registrant (SGD.) PACIENCIA M. PINEDA Executive Vice-Pres./Treasurer