Securities and Exchange Commission Sec Form 11-C Current Report Under Section 11 of The Revised Securities Act (RSA) and RSA Rule 11(a)-l(b)(3) Thereunder

October 4, 1999 PSE CIRCULAR FOR BROKERS NO. 2492-99 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a)-l(b)(3) THEREUNDER 1. October 1, 1999 Date of Report (Date of earliest event reported) 2. SEC Identification Number 58648 3. BIR Tax Identification No. 057-000-410-840 4. Interphil Laboratories Exact name of registrant as specified in its charter 5. Philippines province, country or other jurisdiction of incorporation 6. (SEC Use Only) Industry Classification Code: 7. Canlubang Industrial Estate, Bo. Pittland 4025 Cabuyao, Laguna 4025 Address of principal office Postal Code 8. (049) 549-23-45 to 49, 549-30-96 to 98 Registrant's telephone number, including area code 9. Km. 21, South Superhighway, Sukat Muntinlupa, Metro Manila Former name or former address, if changed since last report 10. Securities registered 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 Common Shares A 337,500,000 Common Shares B 225,000,000 Total 562,500,000 11. Indicate the item numbers reported herein: Item 5 The suit was filed allegedly in behalf of Interphil Laboratories, Inc. (hereinafter the "Corporation"). Thus, the Corporation is not a respondent. Said derivative suit/petition for enforcement of right of Inspection, Receivership and Damages has been filed by the following stockholders: Mr. Necisto Sytengco (also a director), Oscar Inocentes, Nemesio Co, Nicasio Co, Erlinda Montelibano, Victorina Ladringan, Ma. Isabel Calanda, Reynold Raquel, and Wilfredo Bathan, against the directors of the corporation, Zuellig Pharma Corporation (hereinafter, "Zuellig Pharma"), Interpharma Holdings and Management Corporation (hereinafter, "Interpharma"), and The Zuellig Corporation (hereinafter Zuellig Corp.) The said petition is now pending with the Securities and Exchange Commission (SEC) and docketed as SEC Case No. 09-99-6403. The petition alleges that the directors of the company as well as its sister companies, namely, Zuellig Pharma, Interpharma and Zuellig Corp. which are likewise stockholders of the Corporation have entered into alleged transactions with the Corporation which were grossly disadvantageous to the Corporation and prays for the appointment of an interim receiver and/or management committee to oversee the business operations of the Corporation and asks that the directors, except from Mr. Sytengco, be enjoined from further exercising their functions as Directors of the Corporation to preserve the integrity, assets and resources of the Corporation. prcd The petitioners are likewise asking the SEC to order respondents to allow the petitioners to inspect the company's books and records without any deposit requirement and subject only to reasonable imposition of costs. The petitioners also asked the SEC to order respondent directors and Interpharma to jointly and severally pay the Corporation and the petitioners P25 million by way of reimbursement of unnecessary expenses by reason of the Management Contract which Interpharma entered into with the Corporation; to order respondent directors and Zuellig Pharma to jointly and severally pay the Corporation and the petitioners P75 million by way of reimbursement of excessive and unjustified rentals and related expenses incurred by reason of the Lease Contract which Zuellig Pharma entered into with the Corporation; to order respondents to jointly and severally pay the Corporation and the petitioners at least P15 million by way of reimbursement of insurance premiums and other unrealized savings; and finally, to order the respondents to pay petitioners P100 million as actual damages, P25 million as moral damages, P50 million as exemplary damages, P.575 million as audit expenses, P3.75 million as attorney's fees and costs of suit amounting to P1 million. A news article captioned, "Interphil shareholders file P300-M derivative suit" was published in the issue of Philippine Star on September 27, 1999. The Corporation believes that the above suit is not material as the same did not affect the usual or normal operations of the Corporation. It is further reported by this Corporation that a case was filed by the Government Service Insurance System (GSIS) against this Corporation, all its Directors and Sycip Gorres Velayo & Co. with the SEC docketed as SEC Case No. 07-99-6361 solely for the annulment of the election of Directors held during the Corporation's last Annual Stockholders' Meeting on June 3, 1999. Despite the inclusion of the Corporation as one of the defendants in this case, the petition does not ask for any relief from the Corporation, it not being privy to the case so filed. LibLex 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. Date: October 1, 1999 BAGUIO GOLD HOLDINGS CORPORATION By: (SGD.) ANA PERALTA-NAZAENO Corporate Secretary