PSE Circular for Brokers No. 1959-98

August 24, 1998 PSE CIRCULAR FOR BROKERS NO. 1959-98 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. August 18, 1998 Date of Report (Date of earliest event reported) 2. SEC Identification Number 008557 3. BIR Tax Identification No. 043-004-636-077 4. Exact name of registrant ARMSTRONG HOLDINGS INCORPORATED 5. Pasig City, Philippines Province, country or other jurisdiction of incorporation or organization 6. Industry Classification Code: (SEC Use Only) 7. 2101E PSE Centre, Exchange Rd. Ortigas Centre, Pasig City Address of registrant's principal office Postal Code 8. (632) 635-2835 to 40 Registrant's telephone number, including area code 9. N/A Former name, former address and former fiscal year, if changed since last report 10. Securities registered pursuant to Sections 4 and 8 of the RSA As of 30 June 1998 Title of Each Class Number of shares of common stock outstanding and amount of debt outstanding Common 180,000,000 shares Outstanding Loans P124,130,000 11. Indicate the item numbers reported herein: ITEM 2 Item 2 . Acquisition of Asset Pursuant to the stated purpose of the Initial Public Offering (IPO) of Armstrong Holdings Incorporated (the Company), the Company purchased an additional sixty million (60,000,000) common shares (the Shares) of Orion Savings Bank, Inc. (the Bank) on June 3, 1998 from an existing shareholder of the Bank, Mr. Sergio Ll. Naranjilla, Jr., thereby, increasing the Company's investment in the Bank from twenty (20) to forty (40) percent. The consideration for the acquisition of the Shares was PHILIPPINE PESOS: SIXTY NINE MILLION (Php 69,000,000.00) representing the cost of the Shares and a premium equivalent to the prevailing risk-free investment rate, plus a negotiated spread. Essentially, the Company paid ONE PESO AND FIFTEEN CENTAVOS (Php 1.15) per share and considering that the Shares has a par value of ONE PESO (Php 1.00) per share, this is equal to a fifteen percent (15%) premium over a holding period of twelve months. LLjur The acquisition cost was largely funded by the proceeds from the IPO of the Company amounting to PHILIPPINE PESOS: FIFTY EIGHT MILLION (Php 58,000,000.00) and the balance was sourced from a loan from Security Bank Corporation. As a result of the twenty percent (20%) increase in equity of the Company in the Bank, recognition of earnings or losses from the Bank will correspondingly increase by the same proportion. The projected financial statements for 1998 of the Company presented in its prospectus for the IPO already reflects the said earnings. 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. ARMSTRONG HOLDINGS INCORPORATED Registrant By: (SGD.) JOSELYN C. TIU Vice President for Treasury and Accounting (SGD.) CHRISTINE P. BASE Assistant Corporate Secretary