PSE Circular for Brokers No. 2053-99

August 18, 1999 PSE CIRCULAR FOR BROKERS NO. 2053-99 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. August 16, 1999 Date of Report (Date of earliest event reported) 2. SEC Identification Number 5830 3. BIR Tax Identification No. 000-483-574 4. THE PHILIPPINE BANKING CORPORATION Exact name of registrant as specified in its charter 5. Metro Manila, Philippines Province, country or other jurisdiction of incorporation 6. (SEC Use Only) Industry Classification Code 7. Philbank Building, 6778 Ayala Avenue, Makati City, Metro Manila Address of principal office 8. (632) 8170901 to 28 and 8171167 Registrant's telephone number, including area code 9. n/a Former name or former address, if change 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 28,726,132 11. Indicate the item numbers reported herein: Item Nos. 4 and 9 We disclose that, at the special meeting of the Board of Directors of the Philippine Banking Corporation ("Philbank") today, 16 August 1999, at 8:30 a.m., at which a quorum was present and acting throughout, the following resolutions were adopted: cd 1. The following persons resigned as members of the Board of Directors of Philbank effective immediately: a) Benito S. Gaisano b) David Chua c) John Y. Gaisano, Jr. d) Jimmy Siy Tiong e) Michelle C. Siy Yap f) Samuel T. Siy Yap g) Jacinto T. Uy h) Norberto C. Nazareno 2. The following persons were elected as replacement members of the Board of Directors, effective immediately, to serve until the expiration of the term of the members of the Board whom they replaced: a) Antonio S. Abacan, Jr. b) Mary Vy Ty c) Edmundo Villano d) Henry M. Sun e) Florencio T. Mallare f) Jovencio Cinco g) Samuel S. Yap h) Robin King 3. The Board accepted the resignations of the following officers of the Corporation, effective immediately: a) Norberto C. Nazareno President b) Chua Chong Biao Treasurer c) Atty. Renato J. Fernandez Corporate Secretary 4. The Board appointed the following persons to the positions opposite their names: a) Robin King Acting President b) Mary Vy Ty Acting Treasurer c) Zandra Ty Acting Assistant Treasurer d) Alfred Vy Ty Acting Corporate Secretary e) Susan M. Paraguya Acting Assistant Corporate Secretary f) Renato J. Fernandez Acting Assistant Corporate Secretary 5. The Board approved, in principle, the merger of Philbank and Global Business Bank ("Global"), the terms of which shall be determined by Management and which shall be presented to the Board of Directors and stockholders for ratification. 6. The Board approved the calling of a special stockholders' meeting on 29 October 1999 for the approval of the final terms of the Philbank Global merger as approved by the Board of Directors and set 31 August 1999 as the Record Date for purposes of determining stockholders who are entitled to notice and to vote at such special stockholders' meeting. 7. The Board approved, in principle, the increase in authorized capital stock of Philbank pursuant to the merger also to be submitted for stockholders' approval at the special stockholders' meeting on 29 October 1999. 8. The Board also approved the delegation of authority to the Board of Directors to amend the By-Laws, subject to stockholders' approval at the special stockholders' meeting on 29 October 1999. SIGNATURES 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. cd PHILIPPINE BANKING CORPORATION By: (SGD.) RENATO J. FERNANDEZ Acting Assistant Corporate Secretary