PSE Circular for Brokers No. 2336-98

October 9, 1998 PSE CIRCULAR FOR BROKERS NO. 2336-98 SECURITIES AND EXCHANGE COMMISSION SEC FORM 34-C Information Statement Pursuant to Section 34C of the Revised Securities Act 1. Check the appropriate box [ ] Preliminary Information Statement [x] Definitive Information Statement 2. Name of Registrant as specified in its charter PLANTERS DEVELOPMENT BANK 3. Province, country or other jurisdiction of incorporation or organization Philippines 4. SEC Identification Number 18428 5. BIR Tax Identification Code 320-000531-046 6. Address of principal office Plantersbank Bldg., 314 Sen. Gil J. Puyat Avenue, Makati City 7. Registrant's telephone number, including area code Tel. No. 812-10-91 to 98 8. Date, time and place of the meeting of security holders October 28, 1998, 4:00 p.m., 6th Floor Plantersbank Bldg., 314 Sen. Gil J. Puyat Avenue, Makati City 9. Approximate date on which the Information Statement is first to be sent or given to security holders October 15, 1998 10. Securities registered pursuant to Sections 4 and 8 RSA (information on number of shares and amount of debt is applicable only to corporate registrants): Number of shares of Preferred "C" Title of Each Class Stock Outstanding Class "C" Preferred Shares 10,000,000 11. Are any or all of registrant's securities listed on the Philippine Stock Exchange? No. Only Class "C" Preferred Shares are listed with the PSE INFORMATION STATEMENT For the 1998 ANNUAL STOCKHOLDERS' MEETING WE ARE NOT ASKING FOR A PROXY AND YOUR ARE NOT REQUESTED TO SEND US A PROXY GENERAL INFORMATION Date, time and place of meeting of security holders and mailing address a. Date, Time and Place of the meeting : October 28, 1998 a. Date, Time and Place of the meeting : October 28, 1998 4:00 p.m. 6th Flr. Planters Bldg. 314 Sen. Gil J. Puyat Ave. Makati City b. Complete Mailing Address : Planters Development Bank Plantersbank Bldg. 314 Sen. Gil J. Puyat Ave. Makati City Makati City Dissenters' Right of Appraisal Any shareholder of the Corporation may exercise his appraisal right against any proposed corporate action which qualify as an instance under Section 81 of the Corporation Code which gives rise to the exercise of such appraisal right pursuant to and in the manner provided in Section 82 of the Corporation Code. CONTROL AND COMPENSATION INFORMATION Voting Securities (as of September 30, 1998) Common shares: 106,063,065 Class "A" Preferred Shares 650,000 Class "B" Preferred Shares 500,000 Class "E" Preferred Shares 50,000 Holders of the above security as of record date of September 30, 1998 have the right to vote. For the purpose of electing the board of directors, each common shareholder may cumulate his votes in accordance with Section 24 of the Corporation Code and the Company's By-Laws. For all other matters, requiring a vote in the annual stockholders' meeting, each common/classes A, B & E preferred shares shall be entitled to one vote per share. Directors and Executive Officers (as of June 30, 1998) The Directors of the Company, and their respective holdings in the Company are as follows: Name of Directors Position Paid-in Subscribed Amb. Jesus P. Tambunting Chairman P 15,415,980 P 18,335,000 Atty. Jose P. Tambunting Vice Chairman 3,275,000 3,275,000 Ramon P. Tambunting Director 1,774,500 1,774,500 Dr. Sabino S. Santos Director 7,113,000 7,113,000 Atty. Ricardo J. Romulo Director 500 500 Panser E. Tumangan DBP Representative 100 100 Ma. Flordelis F. Aguenza Director 29,890,460 30,499,500 Guillermo D. Luchangco Director 14,810 14810 Prof. L.B.M. Mennes Director/FMO Representative 500 500 Rodolfo V. Timbol Director 756,000 900,000 Ronald A. Polido Director/Corporate Secretary 19,286,760 19,627,000 1) Amb. Jesus P. Tambunting Chairman, Planters Development Bank, Chairman of PDB Leasing Corporation, PDB Properties, Inc., PDB Insurance Agency, Inc., and former Amb. Extraordinary and Plenipotentiary to the United Kingdom of Great Britain and Northern Ireland and concurrently, to Ireland, former Representative of the Philippines to the International Maritime Organization, Capital Shares Investment Corporation. 2) Atty. Jose P. Tambunting Vice Chairman, is a Director of PDB Leasing Corporation, Chairman of Casas Agencia de Empenos Antonio Tambunting y Hijos, Inc., Jotam Investment Corp., Progressive Securities Holding Company, Integrated Equities Resources Corp., Growth Securities Investment Corp., JPT Central Corporate Holding & Management Corp., ALT Investment, Inc., and Antam Consolidated, Inc. 3) Ramon P. Tambunting Director, is a Director of PDB Leasing Corporation, Chairman of Dispo Philippines Group of Companies, Multimed Industries, Inc. Practika Philippines, Inc. Newlife Medical Distributors, Inc., Chairman and President, RPT Investment Corp., Director and President, Casas Agencia de Empenos Antonio Tambunting y Hijos, Inc., R. Tambunting Pawnshop, First Legaspi Bancorp., and Real Estate Investors & Developers Corp. 4) Dr. Sabino S. Santos Director, is a Director of Santos Eye Clinic (Malolos), Inc. 5) Atty. Ricardo J. Romulo Director, is a Senior Partner of Romulo Mabanta Sayoc and delos Angeles, BASF Philippines, Inc., Digital Telecommunications Philippines, Inc., Sime Darby Pilipinas, Vice Chairman of Equitable Banking Corp., Director of Sime Darby Berhad of Malaysia, Avon Cosmetics, Inc. Honda Philippines, Inc. Sanofi Philippines, Inc., and Maersk Filipinas, Inc. 6) Panser E. Tumangan Director/DBP Representative, is an Executive Vice President of the Development Bank of the Philippines. 7) Ma. Flordelis F. Aguenza Director, is President of Planters Development Bank and PDB Properties, Inc., Director of PDB Insurance Agency, Inc., PDB Leasing Corporation, Familian Ventures. 8) Guillermo D. Luchangco Director, is a Chairman and CEO of ICCP Group, Concurrently: Chairman and CEO; Investment & Capital Corporation of the Philippines, Science Park of the Philippines, Inc. RFM-Science Park of the Philippines, Cebu Light Industrial Park, Inc., Hermosa Ecozone Development Corp., Regatta Properties, Inc., Pueblo de Oro Development Corp., Manila Exposition Complex, Inc., World Trade Center Management, Inc. Chairman and President, ICCP Land Management, Inc., President and CEO: Beacon Property Ventures, Inc., Iligan Cement Corporation, Ionics Circuits, Inc., and Andes-Ionics, Inc. 9) Prof. L.B.M. Mennes Director/FMO Representative, is a Managing Director of Netherlands Development Finance Company (FMO). 10) Rodolfo V. Timbol Director, Executive Vice President of Planters Development Bank 11) Ronald A. Polido Director, Senior Vice President of Planters Development Bank Family Relationships : Amb. Jesus P. Tambunting, Atty. Jose P. Tambunting, and Ramon P. Tambunting are brothers and are members of the Board of Directors. Certain Relationships/Related Transactions : The following directors/related interest of the directors has outstanding loans with the company: aisadc Amb. Jesus P. Tambunting P49.0 Million (Capital Shares Investment Corp.) Ramon P. Tambunting P33.9 Million (Dispo Phils., Inc.) Ma. Flordelis F. Aguenza P10.1 Million (Familian Ventures) These loans are subject to DOSRI regulations by the Bangko Sentral ng Pilipinas. Legal Proceedings In 1995, complaints were filed against the Bank with various courts for delivery of government securities in connection with certain conduit transactions which they arranged with a local company. This company had ceased operations in May 1994 without delivering the government securities sold earlier to these financial institutions. These financial institutions have attempted to claim against the Bank instead. The Bank had denied and continues to resist these claims. In the opinion of management and the Bank's external legal counsel, the complaint made against the Bank have no validity. Preliminary rulings have been, in general, favorable to the Bank. In fact, one of the three claims has already been dismissed for lack of merit by the Regional Trial Court and by the Court of Appeals, although such dismissal has been appealed by the claimant to the Supreme Court. Management does not anticipate losses arising from any of these claims. Other cases have been filed in connection with collection/foreclosure proceedings. These cases are normal in the Company's business. Compensation of Directors and Executive Officers The members of the board of directors do not receive an annual salary. A per diem of P2,000.00 is given to each member of the Board of Directors who attend board meetings to defray cost of transportation/incidental expenses. Compensation of President and Top 6 Senior Management Officers 1996 1997 1998 (estimate) P6,697,010.00 P7,701,561.50 P8,471,171.60 Compensation of other Senior Officers (First Vice Presidents and Vice Presidents) 1996 1997 1998 (estimate) P17,134,398.00 P19,704,557.00 P21,675,012.00 OTHER MATTERS Action with Respect to Reports During the scheduled special stockholders meeting, the following reports shall be submitted to the shareholders for their approval: 1. The Minutes of the Special Stockholders Meeting held on April 22, 1998. Voting Procedures Vote required for approval All matters subject to vote, except in cases where the law provides otherwise, shall be decided by the plurality vote of shareholders present in person or by proxy and entitled to vote thereat, provided that a quorum is present. For election of directors, a shareholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares, or he may distribute them on the same principle among as many candidates as he shall see fit. Method by which votes will be counted Except in cases where voting by ballot is requested, voting and counting shall be by viva voce. If by ballot, each ballot shall be signed by the shareholder voting, or in his name by his proxy if there be such proxy, and shall state the number of shares voted by him. The counting thereof shall be supervised by the external auditors and the transfer agent.