PSE Circular for Brokers No. 1961-98

August 24, 1998 PSE CIRCULAR FOR BROKERS NO. 1961-98 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 : August 19, 1998 2. SEC Identification Number : 91447 3. BIR Tax Identification No. : 410-000-191-324-NV 4. Exact name of Registrant as specified in its charter: SEMIRARA COAL CORPORATION 5. Philippines Province, Country or other Jurisdiction of incorporation or organization 6. (SEC use only) Industrial Classification Code 7. Address of Principal Offices : 7th Floor, Quad Alpha Centrum (Condominium) Building, 125 Pioneer St., Mandaluyong City 8. Registrant's telephone number, including area code: (632) 631-80-01 to 10 9. Former name, former address, and former fiscal year, if change since last report: Not Applicable 10. Securities registered pursuant to Sections 4 and 8 of the RSA Title of Each Class No. of shares of stock Common shares: 12,810,945,800 common shares Preferred shares: 15,000 preferred shares (122,798,555,306 common shares, par value of P.01 per share exempt under Sec. 6(a)(4) of the Revised Securities Act, 13,418,000,000 common shares, par value of P.01 per share, exempt Under Sec. 6(a)(7) of the Revised Securities Act.) Subject of SEC Resolution No. 041, Series of 1998 dated August 13, 1998 the issue of 7,843.994 common shares, par value P0.01 per share and the issue of 400,000,000 shares with par value of P1.00 per share subject of SEC Resolution No. 042, Series of 1998 dated August 13, 1998, issuance Thereof were exempt transaction under Section 6(a)(4) of the Revised Securities Act (RSA). LexLib 11. Indicated the item numbers reported herein: Item 9 Item 9 Other Events The Securities and Exchange Commission Issued on August 13, 1998 Resolution Nos. 041 and 042, Series of 1998, exempting from registration requirements of the RSA, the issue of 7,843,994 common shares at P0.01 par value per share and 400,000,000 common share at P 1.00 par value per share. Resolution No. 041, Series of 1998 pertains to the issuance to DMCI Holdings, Inc. of 7,843,994 common shares with par value of P0.01 per share out of the increase of the Corporation (SCC) authorized capital stock approved by the Commission on July 1, 1998. In view of the fact that the said securities will be issued exclusively to a stockholder of record out of the increase in authorized capital stock, the Commission is of the opinion and so resolves that the issuance thereof is an exempt transaction under Section 6(a)(4) of the Revised Securities Act. It is understood that no commission, compensation or remuneration shall be paid or given in connection with the issue of such securities. Likewise, it shall be understood that the exemption from registration herein granted shall only be for the specific disposition of the shares to the person aforementioned and shall not be construed as an exemption for any other purpose or from any other statutory requirement. Resolution No. 042, Series of 1998 pertains to the issuance to DMCI, Holdings, Inc. of 400,000,000 common shares with a par value of P1.00 per share out of the increase of the Corporation's authorized capital stock approved by the Commission on July 1, 1998. In view of the fact that the said securities will be issued exclusively to a stockholder of record out of the increase in authorized capital stock, the Commission is of the opinion and so resolves that the issuance thereof is an exempt transaction under Section 6(a) (4) of the RSA. It is understood that no commission, compensation or remuneration shall be paid or given in connection with the issue of such securities. Likewise, it shall be understood that the exemption from registration herein granted shall only be for the specific disposition of the shares to the person aforementioned and shall not be construed as an exemption for any other purpose or from any other statutory requirement. cdlex Other Disclosure The following resolutions by referendum were approved by the majority of the members of the Board of Directors, namely: Resolution By Referendum RBR 6-1 Series of 1998 "RESOLVED, As it is hereby Resolved, that the Board approves and authorizes the management of the corporation to apply for and open deferred Letters of Credit (LC) up to three (3) years with China Banking Corporation in the amount of up to US DOLLAR FIVE MILLION ONE HUNDRED THOUSAND ($5,100,000.00) relative to the importation of various equipment from foreign countries from time to time. RESOLVED, Further, that the President and Chief Operating Officer and the Assistant Vice President of Treasury, Logistics and Corporate Services be authorized to sign, endorse letter of credit applications, promissory notes execute and deliver any and all documents relative to the aforesaid transaction." Resolution By Referendum RBR 6-2 Series of 1998 "RESOLVED, As it is hereby Resolved, that the Board approves and authorizes the management of the corporation to apply for and open deferred Letters of Credit (LC) up to three (3) years with United Coconut Planters Bank (UCPB) in the amount of up to FIFTY MILLION PESOS (p50,000,000.00) relative to the importation of various equipment from foreign countries from time to time. "RESOLVED, Further, that the President and Chief Operating officer and the Assistant Vice President of Treasury, Logistics and Corporate Services be authorized to sign, endorse letter of credit applications, promissory notes execute and deliver any and all documents relative to the aforesaid transaction. Resolution By Referendum RBR 6-3 Series of 1998 ( Amending Resolution RB 9-1, Series of 1997) RESOLVED, As it is hereby Resolved, that the following be, as they are hereby authorized and empowered to sign, execute, endorse and deliver, for and in behalf and in the name of the corporation any and all checks, drafts, bills of exchange, withdrawal slips, letters of credit applications, promissory notes, loan agreements, trust agreements, bank guarantees, indemnity agreements, letter of undertaking, trust receipts, authority to debit and other orders or instruments for the payment or transfer of money, including renewals or extensions of said promissory notes, loan agreements. Letters of undertakings, trust receipts or other orders or instruments for the payment or transfer of money: Group A Isidro A. Consunji Victor A. Consunji Herbert M. Consunji George San Pedro Group B Manuel G. Domingo, Jr. Mark J. Gregorio George B. Baquiran Virgilio R. Francisco Group C Honorio F. De Leon Danilo C. Cajipe Noel M. Manrique Arnold S. Manat RESOLVED, Further, that any one signatory from Group A countersigned by any one signatory from Group B to sign checks and others aforesaid in any amount with any banks; RESOLVED, Further, that any one signatory from Group A countersigned by any one signatory from Group C to sign checks and others aforesaid in any amount with any bank based in Mindoro; RESOLVED, Further, that all existing resolutions or authorities inconsistent herewith be, as they are hereby amended, modified, revoked or repealed accordingly; RESOLVED, Finally that a copy of this Resolution be furnished to all of the corporation's bank depositories for immediate implementation. Resolution By Referendum RBR 7-1 Series of 1998 RESOLVED, As it is hereby Resolved, that the Board approves and authorizes the management of the corporation to apply for, negotiate, obtain, utilize, and avail credit loan facilities in the amount of FOUR MILLION FIVE HUNDRED THOUSAND US DOLLAR ($4,500,000.00) with Union Bank of the Philippines for the purpose of opening letters of credit for the purchase of various budgeted conventional mining equipment. RESOLVED, Further, that for this purpose the President and Chief Operating Officer and the Assistant Vice President of Treasury, Logistics and Corporate Services be authorized to sign, endorse letter of credit applications, promissory notes execute and deliver any and all documents relative to the aforesaid transaction. Resolution By Referendum RBR 7-2 Series of 1998 RESOLVED, As it is hereby Resolved that the Board approves and authorizes the Corporation to continuous with the existing SEVENTY FIVE MILLION (P75.0 M) PESOS Omnibus Credit Facility extended by PCIB for the purpose of opening letters of credit for the purchase of equipment, materials and supplies and short term borrowings for working capital loans. RESOLVED, Further, that for this purpose the President and Chief Operating Officer and the Assistant Vice President of Treasury, Logistics and Corporate Services be authorized to sign, endorse letter of credit applications, promissory notes execute and deliver any and all documents relative to the aforesaid transaction. cdll Resolution By Referendum RBR 7-3 Series of 1998 "RESOLVED, As it is hereby Resolved, That the Board approves and authorizes the management of the Corporation to avail and utilize the credit facility extended by Bank of Commerce in the amount of US Dollars: ONE MILLION THIRTY THOUSAND (US$1,030,000.00) ONLY, as well as temporary excesses or permanent increases thereon as may be approved by the said bank from time to time, for purposes of opening slight and/or deferred letters of credit for the purchase of various budgeted conventional mining equipment." "RESOLVED, As it is hereby Resolved, that the Corporation be authorized to open depository accounts with the Bank." "RESOLVED, Further, that the operations and withdrawal of funds or deposit in said accounts be subject to the signatures of the authorized officers." "RESOLVED, Finally, that the signatories authorized in Resolution By Referendum No. RBR 6-3, Series of 1998, copy of which is hereto attached as Annex "A", are authorized to sign transactions relative to this credit facility extended by Bank of Commerce." Resolution By Referendum RBR 8-1 Series of 1998 ( Amending RBR 7-1, Series of 1998) "RESOLVED, AS it is hereby Resolved, that the Board approves authorizes the management of the corporation to apply for, negotiate, obtain, utilize, and avail credit loan facilities in the amount of FIVE MILLION TWO HUNDRED THOUSAND US DOLLAR ($5,200,000.00) with Union Bank of the Philippines for the purpose of opening letters of credit for the purchase of various budgeted conventional mining equipment." "RESOLVED, Further, that for this purpose the President and Chief Operating Officer and the Assistant Vice President of Treasury, Logistics and Corporate Services be authorized to sign, endorse letter of credit applications, promissory notes execute and deliver any and all documents relative to the aforesaid transaction. cdt In the Board of Directors' meeting held on June 26, 1998 the following resolution was issued: Resolution RB 6-3 Series of 1998 RESOLVED, As it is hereby Resolved, that the Board approves and authorizes the Corporation to sell the airplane owned by it, a CESSNA CONQUEST 8-SEATER PASSENGER AIRCRAFT, to any interested buyer in the amount of FOUR HUNDRED THOUSAND DOLLARS (US $400,000.00) more or less on as "as is where is" basis subject to government rules and regulations on the matter and company bidding requirements on disposition of company assets; RESOLVED, Further, That the Board authorizes the President and Chief Operating Officer, Mr. Manuel G. Domingo, Jr., and the AVP for Treasury, Logistics and Corporate Services to sign, execute and deliver any and all documents, agreements and papers necessary to carry out this transaction. SIGNATURES Pursuant to the requirements of the Revised Securities Act, the registrant has duly caused this to be signed on its behalf by the undersigned hereunto duly authorized. SEMIRARA COAL CORPORATION (SGD.) BENIGNO F. MORALES Corporate Secretary