PSE Circular for Brokers No. 1622-98

July 14, 1998 PSE CIRCULAR FOR BROKERS NO. 1622-98 SECURITIES AND EXCHANGE COMMISSION SEC FORM 340-C (Information Statement Pursuant to Section 34 (c) of the Revised Securities Act) METRO PACIFIC CORPORATION 1. Check the appropriate box: [ ] Preliminary Information Statement [ ] Definitive Information Statement 2. Name of Registrant Metro Pacific Corporation 3. Country of Incorporation Philippines 4. SEC Identification Number 135748 5. BIR Tax Identification Number 470-000-130-700 6. Address of Principal Office/Postal Code 41-42 Floors, Rufino Pacific Tower Ayala Avenue corner Herrera Street Makati City, Philippines Box 1957 Makati City Postal Code 1226 7. Registrant's telephone no. including area code (632) 811-0338 8. Date, time and place of meeting of security holders 30 July 1998, 11:30 a.m. 41st Floor Rufino Pacific Tower Ayala Avenue corner Herrera Street Makati City, Philippines 9. Approximate date on which the Information Statement is first to be sent or given to security holders 9 July 1998 10. Securities registered pursuant to Sections 4 and 8 of the RSA Number of Shares of Common Stock/ Title of Each Class Amount of Debt Outstanding Shares of Common Stock 4,692,459,913 *1 Long-term commercial papers P1,000,000,000 *2 Short-term commercial papers P1,467,000,000 *2 *1 Reported by the stock transfer agent as of 31 May 1998 *2 As of 31 May 1998 11. The Registrant's common shares are listed on the Philippine Stock Exchange. We are not asking for a proxy and you are requested not to send us proxy Date, Time and Place of Meeting A Special Meeting of the stockholders has been arranged for Thursday, 30 July 1998 at 11:30 a.m. at the principal office of the Company, situated at the 41/F Rufino Pacific Tower, Ayala Avenue corner Herrera Street, Makati City. LexLib Dissenter's Right of Appraisal The matter to be acted upon is not one of the matters with respect to which a dissenting stockholder may exercise his appraisal right under Section 81 of the Corporation Code. Voting Securities As of 31 May 1998, the Company's total outstanding shares entitled to vote consisted of Four Billion Six Hundred Ninety Two Million Four Hundred Fifty Nine Thousand Nine Hundred Thirteen (4,692,459,913) common shares, with each share entitled to one (1) vote. Record Date The Board of Directors of the Company has fixed 2 July 1998 as the record date for the purpose of determining stockholders entitled to receive notice of and to vote at the Special Meeting of stockholders. Security Ownership of Certain Record and Beneficial Owners (as of 31 May 1998) Title of Name and address of owner Amount and nature Percent Class of ownership of class Common Metro Pacific Holdings, Inc. 2,413,569,946 (R) 51.44% Shares 8/F Singapore Airlines Bldg. H. V. de la Costa, Salcedo Village, Makati City Common PCD Nominee Corporation 960,881,962 Shares 6/F Makati Stock Exchange (Non-Filipino) 27.80% 6767 Ayala Avenue, Makati City 343,497,795 (Filipino) Common Metro Pacific Resources, Inc. 469,000,000 (R) 9.99% Shares 8/F Singapore Airlines Bldg. H. V. dela Costa, Salcedo Village, Makati City Preferred Shares 12,500,000 (R) 83.33% (Series 1) Preferred Urban Bank Trust Department 2,500,000 (R) 16.67% Shares (Series 2) Security Ownership of Management (as of 31 May 1998) Title of Name and address of owner Amount and nature Percent Class of ownership of class Common Manuel V. Pangilinan 14,479,313 (R) 0.31% 38-B Pacific Plaza, Ayala Avenue, Makati City Common Ricardo S. Pascua 16,881,026 (R) 0.36% 16 Solar Street, Bel Air Village III, Makati City Common Albert F. del Rosario 27,412,071 (R) 0.58% 1873 Sagu Street, Dasmarinas Village, Makati City Common Christopher H. Young 789,594 (B) 0.02% 7 Talisay Road, North Forbes Park, Makati City Common Edward S. Go 532,001 (R) 0.01 % 21 Lincoln Street, Greenhills, San Juan, M. M. Common Napoleon L. Nazareno 133,001 (R) * 124 Sampaguita Street, Valle Verde II, 44,196 (B) * Pasig City Common Corazon R. Estrella 2,789 (R) * Lot 11 Blk. 3, Easter Heights Subdivision Valley Golf Road, Cainta, Rizal Common Enrique P. Esteban 183,252 (R) * Gabriel III Building, San Miguel Avenue Ortigas Center, Pasig City Common Rene G. Banez 31,920 (R) * 44 J. Rocha St., BF Executive Triangle Las Pias, Metro Manila Common Mariano L. Galicia, Jr. 7,980 (R) * 414 Agoncillo St., Ayala Alabang Village Muntinlupa City Common Directors and Executive Officers as a Group 60,497,50 (R) 1.29% * Percentage less than 0.01% Authorization for Creation and Issuance of Securities On 8 June 1998, the Board of Directors of the Company approved the subscription of certain Philippine affiliates of First Pacific Company Limited for Fourteen Billion Pesos (P14,000,000,000.00) worth of new shares, to satisfy the subscription requirement for the increase in the authorized capital stock of the Company from Ten Billion Pesos (P10,000,000,000.00) to Thirty Billion Pesos (P30,000,000,000.00). Pursuant to the terms of the Subscription Agreements, said new shares were subscribed at One Peso and Thirty Centavos (P1.30) per share and full payment of the subscription price was received by the Company in June 1998. To provide a similar opportunity for other stockholders to participate in the Company's capital raising, the Board of Directors approved, on 18 June 1998, the creation and issuance of up to Six Billion (6,000,000,000) warrants to subscribe for unissued shares of the authorized capital stock of the Company, subject to stockholders and regulatory approvals. At the Special Meeting of the stockholders, the foregoing matter will be submitted for their consideration and approval. As the terms of the warrants offering are affected by market conditions, these are to be determined in conjunction with the underwriter at the time of the proposed offering. Therefore, the Board of Directors will also seek approval from the stockholders for it to be vested with full authority to set the specific terms and conditions of the warrants, the offering, issuance, and exercise thereof. Voting Procedures 1. Manner of voting At the Special Meeting of the stockholders, a stockholder may vote in person or by proxy executed in such form prescribed by the Board of Directors and sealed with the corporate seal. A proxy must be acknowledged before the Corporate Secretary or a Notary Public and must be in the hands of the Corporate Secretary not later than ten (10) calendar days before the date of the meeting. A proxy may be revoked by a stockholder by means of a written instrument presented and recorded with the Corporate Secretary at least six (6) calendar days prior to the date of the meeting or by personal presence in the meeting. Unless required by law, or demanded by a stockholder present or represented by proxy at the meeting and entitled to vote thereat, voting need not be by ballot and will be done by show of hands. 2. Voting requirement The vote of at least two-thirds (2/3) of the total outstanding capital stock entitled to vote is required to approve the creation and issuance of the warrants. aisadc 3. Method of counting votes The Corporate Secretary will be responsible for counting votes based on the number of shares entitled to vote owned by the stockholders who are present or represented by proxies at the Special Meeting of the stockholders.