PSE Circular for Brokers No. 1833-98

August 6, 1998 PSE CIRCULAR FOR BROKERS NO. 1833-98 CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND THE RSA RULE 11(a)-1(b)(3) THEREUNDER 1. August 5, 1998 Date of Report (Date of earliest event reported) 2. SEC Registration No. AS0930-4369 3. BIR TIN. 002-825-058 4. Benpres Holdings Corporation Exact name of registrant as specified in its Articles of Incorporation 5. Metro Manila Place of Incorporation 6. Industry Classification Code 7. 5th Floor Benpres Building, Exchange Road cor. Meralco Ave. Pasig City Address of principal office 8. 631 3111 Registrant's telephone number, including area code 9. Not Applicable 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 Shares 4,573,982,518 shares P4,573,982,518.00 Long Term Commercial Papers P3,000,000,000.00 11. Indicate Item numbers reported herein: Item 9. Other Events Benpres Holdings Corporation, yesterday, invested US$40 million in Convertible Notes issued by First Philippine Holdings Corporation ("FPHC") to complete a US$ 90 million private placement of Convertible Notes by FPHC. The US$ 40 million Convertible Notes issued to Benpres consists of a US$ 24 million Convertible Note with a 2.5% coupon and a US$ 16 million Convertible Note with a Zero coupon for the first four years. The Convertible Notes issued to Benpres are convertible into Class "A" shares of FPHC. Attached is a the term sheet of the Convertible Notes issued to Benpres. LebLix BENPRES HOLDING CORPORATION Registrant By: (SGD.) ANGEL S. ONG Vice President - Finance FIRST PHILIPPINE HOLDINGS CORPORATION TERMS AND CONDITIONS OF THE US$40 MILLION CONVERTIBLE NOTES PLACEMENT TO BENPRES HOLDINGS CORP. Tranche 1 Tranche 2 Issuer: First Philippine Holdings Corporation ("FPHC") Principal amount of A Notes: US$ 24 million A Notes: US$ 16 million convertible notes: Denomination of the US$100,000 each issued notes: Holders: Benpres Holdings Corp. Benpres Holdings Corp. Subscribed amount Benpres: US$ 24 million Benpres: US$ 16 million of each holder Interest: 2.5% Zero per cent for years 1 to 4, and thereafter, 8.63% per annum Manner of interest payable annually in arrears payable semi-annually in arrears payment: Issue date: August 4, 1998 Maturity date: February 4, 2004 Conversion price: A shares: PhP 14.86 A shares: PhP 12.92 Conversion period: October 5, 1998 to February 4, 2004 Redemption amount: At principal amount plus accrued and unpaid coupon Redemption period: February 4, 2004 Call option: Non-callable until end of year 4, Non-callable until end of year thereafter at any time at par. 3, thereafter at any time at par subject to 140% trigger.