PSE Circular for Brokers No. 1813-99

July 22, 1999 PSE CIRCULAR FOR BROKERS NO. 1813-99 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. July 21, 1999 Date of Report (Date of earliest event Reported) 2. SEC Identification Number CE-02536 3. BIR TIN 003-828-269-V 4. ABOITIZ EQUITY VENTURES, INC. Exact name of registrant as specified in its charter 5. Cebu City, Philippines 6. [ ] Province, country or other jurisdiction Industry Classification Code of incorporation 7. Archbishop Reyes Ave., Banilad, Cebu City 6000 Address of principal office Postal Code 8. (032) 2310-705 Registrant's telephone number, including area code 9. N.A. 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 Stock P1 Par Value 5,379,821,574 Amount of Debt Outstanding P2,468,081,000.00 11. Indicate the item numbers reported herein: 6 Item 6. CHANGES IN SECURITIES In compliance with the disclosure requirements of both SEC and PSE, please find below texts of resolutions passed and adopted by the Board of Directors of AEV at its special meeting held today, July 21, 1999: A. Revising the resolutions previously passed and approved by the board re amendment of Article VII of the Articles of Incorporation of the Corporation "WHEREAS, THE BOARD OF DIRECTORS IN ITS MEETING DATED MARCH 29, 1999 AND THE STOCKHOLDERS IN THEIR ANNUAL STOCKHOLDERS MEETING HELD ON MAY 10, 1999 HAD AUTHORIZED THE AMENDMENT TO ART VII OF CORPORATION'S ARTICLES OF INC., THEREBY INCREASING THE CORPORATION'S AUTHORIZED CAPITAL STOCK FROM 10 BILLION PESOS TO 14 BILLION PESOS, PROVIDING FOR PREFERRED SHARES, AND FOR THE WAIVER OF PREEMPTIVE RIGHTS; "WHEREAS, PRIOR TO THE FILING OF THE SAID AUTHORIZED AMENDMENT TO THE SECURITIES AND EXCHANGE COMMISSION (SEC) FOR APPROVAL AND EFFECTIVITY, THE CORPORATION'S FINANCIAL ADVISORS HAD DEEMED IT MORE EXPEDIENT, SIMPLER AND MORE COST EFFICIENT TO RECLASSIFY THE CORPORATION'S EXISTING AUTHORIZED UNISSUED CAPITAL STOCK INSTEAD OF INCREASING THE SAME: "WHEREAS, BOTH THE PSE AND THE SEC HAD APPROVED IN WRITING THAT THE WRITTEN ASSENT OF TWO-THIRDS (2/3) OF THE OUTSTANDING CAPITAL STOCK IS SUFFICIENT TO EFFECT AN AMENDMENT IN THE ARTICLES OF INCORPORATION OF A PUBLICLY-LISTED COMPANY RECLASSIFYING A PORTION OF ITS UNISSUED COMMON STOCK INTO PREFERRED STOCK; "NOW, THEREFORE, BE IT: "RESOLVED, AS IT IS HEREBY RESOLVED TO REVOKE AND CANCEL, AS IT IS HEREBY REVOKED AND CANCELLED, THE RESOLUTION PASSED AND ADOPTED IN THE SPECIAL BOARD MEETING HELD LAST MARCH 29, 1999 AND APPROVED BY THE STOCKHOLDERS IN ITS MEETING HELD ON MAY 10, 1999, AMENDING ART, VII OF THE CORPORATION'S ARTICLES OF INCORPORATION BY INCREASING THE CORPORATION'S AUTHORIZED CAPITAL STOCK FROM 10 BILLION PESOS TO 14 BILLION PESOS, PROVIDING FOR PREFERRED SHARES AND WAIVER OF PREEMPTIVE RIGHTS, AND IN LIEU THEREOF TO ADOPT AND APPROVE, AS IT IS HEREBY ADOPTED AND APPROVED, THE FOLLOWING AMENDMENT TO ART. VII. RECLASSIFYING A PORTION OF THE CORPORATION'S UNISSUED COMMON STOCK INTO PREFERRED STOCK, PROVIDING FOR PREFERRED SHARES AND WAIVER OF PREEMPTIVE RIGHTS, TO WIT: "Article VII. That the authorized capital stock of the Corporation is TEN BILLION (P10,000,000,000.00), and said capital Stock is divided into: I. Nine Billion Six Hundred Million (9,600,000,000) COMMON SHARES with a par value of One Peso (P1.00) per share; II. Four Hundred Million (400,000,000) PREFERRED SHARES with a par value of One Peso (P1.00) per share. PREFERRED shares shall be non-voting, non-participating, non-convertible, redeemable, cumulative, reissuable and may be issued from time to time by the Board in one or more series. The designations, relative rights, preferences, privileges and limitations of the PREFERRED shares, and/or particularly the shares of each series thereof, may be similar to or may differ from those of any other series. cdt The Board of Directors is hereby expressly authorized to issue from time to time PREFERRED shares in one or more series and to fix before issuance thereof, the number of shares in each series, and all designations, relative rights, preferences and limitations of the shares in each series, subject to the provisions of this Article. The holders of the Preferred Shares are entitled to receive dividends payable out of the earned surplus profits of the Corporation at a rate based on the offer price that is either fixed or floating from date of issuance to final redemption. In either case, the rate of dividend, whether fixed of floating, shall be referenced, or be a discount or premium, to a market-determined benchmark as the Board of Directors may determine at the time of issuance with due notice to the Securities & Exchange Commission (SEC). In the event of any liquidation or dissolution or winding up (whether voluntary or involuntary) of the corporation, (the holders of the PREFERRED shares shall be entitled to be paid in full the offer price of their shares before any payment in liquidation is made upon the holders of the COMMON shares. No holder of shares of the capital stock of any class of the corporation shall have any pre-emptive or preferential right of subscription to any shares of any class of stock of the corporation, whether now or hereafter authorized, other than such, if any, as the Board of Directors, in its discretion, may from time to time determine and at such price as the Board of Directors may from time to time set. "RESOLVED, FURTHER, THAT THE CORPORATE SECRETARY AND/OR ASSISTANT CORPORATE SECRETARY BE DIRECTED. AS HE/SHE IS/ARE HEREBY DIRECTED, TO TAKE THE NECESSARY ACTIONS FORTHWITH TO SECURE THE WRITTEN ASSENT, APPROVAL AND CONFIRMATION OF THE STOCKHOLDERS OF THE CORPORATION AS OF RECORD DATE AUGUST 4, 1999 TO THE ABOVE REVISED AMENDMENT TO ART VII OF THE CORPORATION'S ARTICLES OF INCORPORATION." Additional Information Increase of Authorized Capital Stock and Issuance of PREFERRED Shares. 1. If the constituent instruments defining the rights of the holders of any class of registered securities have been materially modified, give the title of the class of securities involved and state briefly the general effect of such modification upon the rights of holders of such securities . -No modification on the rights, privileges, of holders of Common Shares except as to that stated in 2. 2. If the rights evidenced by any class of registered securities have been materially limited or qualified by the issuance or modification of any other class of securities, state briefly the general effect of the issuance or modification of such other class of securities upon the rights of the holders of the registered securities . -The issuance of PREFERRED shares shall grant holders of PREFERRED shares the right to be paid in full of the offer price of their shares before any payment is made upon the holders of the COMMON shares, in the event of any liquidation or dissolution of the corporation (whether voluntary or involuntary). 3. Discussion on the impact of the events on the registrant's current or future operations, its financial position or results of operations required by SEC Memo Circular No. 5). -The PREFERRED shares when issued are intended to displace existing or prospective debts. As the PREFERREDS are expected to be a cheaper alternative of financing the company's investments, the financial impact should be positive. However, until the shares are placed, we cannot determine the exact benefit. SIGNATURE(S) 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. ABOITIZ EQUITY VENTURES, INC. By: (SGD.) SYLVA A. PADERANGA Assistant Corporate Secretary