PSE Circular for Brokers No. 2368-98

October 15, 1998 PSE CIRCULAR FOR BROKERS NO. 2368-98 October 13, 1998 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-E CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a)-1(b)(3) THEREUNDER 1. October 13, 1998 Date of Report (Date of earliest event reported) 2. SEC Identification Number 427A 3. BIR Tax Identification No. 000-707-286 4. ATOK-BIG WEDGE CO., INC. Exact name of registrants as specified in its charter 5. Philippines Province, country of other jurisdiction of incorporation 6. Industry classification Code: (SEC Use Only) 7. 16th 18th Floors Aurora Tower, Araneta Center, Quezon City 0810 Address of principal office Postal code 8. (0632) 911-31-01 Registrant's telephone number, including area code 9. Former name or former address, if change since last report 10. Securities registers pursuant to Sections 4 and 8 of the RSA Number of Shares of Common Stock Title of Each Class Outstanding and amount of Debt Outstanding Class "A" Class "B" 25,218,775.26 shares Total Debts (as of August 31, 1998) P3,481,044.00 11. Indicate the item numbers reported herein: Items 8 & 9 This Honorable Commission approved Atok's amended By-Laws on October 13, 1998 containing the following amendments: 1. Amending Sec. 1, Article I by changing the date of the Annual Meeting of the Stockholders from the last Thursday of February in each year to third Friday of May; 2. Amending Sec. 1, Article VIII by changing the Fiscal Year of the corporation from Oct. 1 to Sept. 30 to Calendar year; and, 3. Amending Sec. 1, Article VII by changing the seal of the corporation by changing the words Atok-Big Wedge Mining Co., Inc. to Atok-Big Wedge Co., Inc. LLjur 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. ATOK-BIG WEDGE CO., INC. Registrant (SGD.) MARIANO SARMIENTO II Corporate Secretary TO VERIFY THIS PORTION Assuming a Conversion Price equal to the par value of each common share, the Lenders will be entitled to the following common shares: LENDER NO. OF SHARES PERCENTAGE HOLDINGS PCCI 130,483,700 2.63% ABC 110,065,394 2.22% ICC 36,509,642 .73% a. issue price per share The issue price per share will be the Conversion Price or the par value of One Peso (P1.00) per share, whichever is higher. c. amount of loan obtained from each Lender LENDER AMOUNT OF LOAN PCCI P130,483,700.43 ABC 110,065,394.03 ICC 36,509,642.69 d. method of issuance of shares Unless the SEC or PSE requires a longer period, the stock certificates for the appropriate number of common shares will be issued within seven (7) trading days from receipt by the Corporation of the notice of conversion sent by a Lender, which notice shall specify the amount of Loan which will be converted, and the Conversion Trigger or the event giving rise to the option to convert. 4. Effects of the conversion on the following: a. Ownership structure of the Corporation before and after the transaction (with percentage holdings) Please see Annex "1" hereof. b. Capital structure of the Corporation before and after the transaction: b.1 authorized capital stock There will be no change in the authorized capital stock of the Corporation arising from the conversion of the loans. b.2 paid-up capital By reason of the conversion of the loans, the paid-up capital stock of the Corporation will increase from P4,686,886,720.00 to P4,963,945,456.00. 5. Timetable/schedule for the effectivity of the conversion. At the option of the Lenders, the loans may be converted after (a) 24 June 1999; or (b) before 24 June 1999, when there is a P6.8617 trade in the Philippine Stock Exchange for the common shares of the Corporation, excluding cross-sales and special block sales (each, a "Conversion Trigger"). LLpr Should you have further questions, kindly relay them to us. Very truly yours, (SGD.) ENRIQUE SANTOS L. SY Corporate Secretary ANNEX 1 The following are the top twenty stockholders of the Corporation before the conversion of the loans into common shares of the Corporation, as of 31 July 1998: STOCKHOLDER SHAREHOLDINGS PERCENTAGE OF SHAREHOLDINGS Megaworld Properties & 2,896,535,448 61.94% Holdings, Inc. PCD Nominee Corporation 1,150,489,699 24.60% (Filipino) PCD Nominee Corporation (Non-Filipino) 151,351,717 3.24% Philippine National Bank ("PNB") 19,850,750 .42% PNB Foreign Exchange Treasury Department 16,868,634 .36% Richmond C. Sy 12,590,000 .27% International Capital Corporation 10,188,660 .22% Philippine International Life Insurance Company, Inc. 8,154,000 .17% First Metro Investment Corporation 7,210,664 .15% Chak Ching Chan 6,990,000 .15% PNB Trust T-10820 6,300,000 .13% PCCI Trust Department 6,023,134 .13% UBP Capital Corporation 5,319,416 .11% PNB Provident Fund Office 4,700,001 .10% Jose C. Lee 4,589,440 .10% Steven Ty 4,500,000 .10% Edward Lim 4,316,480 .09% Esther Pineda Sy 4,000,000 .09% Hong Han Yan 4,000,000 .09% Paulino Chua 4,000,000 .09% Sze Ye Se 3,760,000 .08% OCBC Securities Phils., Inc. A/C # IEVABDU1 3,760,000 .08% OCBC Securities Phils., Inc. A/C # 84 3,760,000 .08% Valentin T. Khoe 3,476,639 .07% 2. Assuming that there will be no changes in the shareholdings of the foregoing top twenty stockholders, except for International Capital Corporation, the following will be the top twenty stockholders of the Corporation after the conversion of the Corporation's loans into common shares at a Conversion Price of One Peso (P1.00) per share: cdt STOCKHOLDER SHAREHOLDINGS PERCENTAGE OF SHAREHOLDINGS Megaworld Properties & 2,896,535,448 58.47% Holdings, Inc. PCD Nominee Corporation 1,150,489,699 23.23% (Filipino) Philippine Commercial Capital, Inc. 130,483,700 2.63% AsianBank Corporation 110,065,394 2.22% PCD Nominee Corporation (Non-Filipino) 151,351,717 3.06% International Capital Corporation 46,698,302 .94% Philippine National Bank ("PNB") 19,850,750 .40% PNB Foreign Exchange Treasury Department 16,868,634 .34% Richmond C. Sy 12,590,000 .25% Philippine International Life Insurance Company, Inc. 8,154,000 .16% First Metro Investment Corporation 7,210,664 .15% Chak Ching Chan 6,990,000 .14% PNB Trust T-10820 6,300,000 .13% PCCI Trust Department 6,023,134 .12% UBP Capital Corporation 5,319,416 .11% PNB Provident Fund Office 4,700,001 .09% Jose C. Lee 4,589,440 .09% Steven Ty 4,500,000 .09% Edward Lim 4,316,480 .09% Esther Pineda Sy 4,000,000 .08% Hong Han Yan 4,000,000 .08% Paulino Chua 4,000,000 .08%