PSE Circular for Brokers No. 2703-98

December 3, 1998 PSE CIRCULAR FOR BROKERS NO. 2703-98 SECURITIES AND EXCHANGE COMMISSION FORM 33-A TENDER OFFER REPORT 1. Check the appropriate box ____x____ Initial filing ________ Amendment Amendment No. ___________________ Items Amended by the Filing __________ 2. Selecta Dairy Products, Inc. Exact Name of Subject Company as Specified in its Charter 3. RFM Corporate Center, Corner Pioneer & Sheridan Streets, Mandaluyong City Address of Principal Offices 4. SEC Identification Number 17522 5. _____ (SEC use only) Industry Classification Code 6. BIR Tax Identification Number 350-000-288-261V 7. Name of Bidder: RFM Corporation 8. RFM Corporate Center, Corner Pioneer & Sheridan Streets, Mandaluyong City Address of Bidder 9. Common shares of Selecta Title or Class of Securities Subject to Tender Offer Item 1. Subject Company 1. Subject Company: Selecta Dairy Products, Inc. RFM Corporate Center Corner Pioneer & Sheridan Streets Mandaluyong City 2. Amount of Class of Securities Being Sought: 101,189,334 common shares Type and Consideration Being Offered: Share swap at the ratio of two (2) Selecta common shares in exchange for one (1) RFM common share. Item 2. Identity and Background of Bidder 1. Name RFM Corporation 2. Affiliation with Issuer RFM Corporation is the majority shareholder/parent company of the issuer, Selecta Dairy Products, Inc. 3. Address RFM Corporate Center Corner Pioneer & Sheridan Streets Mandaluyong City aisadc 4. Principal Business Manufacturing of poultry products, commercial feeds, and processed chilled & canned meat products and canned tuna: ice cream & juice drinks: softdrinks, flour and white king specialty flour mixes, cake mixes, sauce and soup mixes, pasta and noodles. Also engaged in retail food service, franchises, property development, financial services and microelectronic exports. 5. Citizenship Filipino 6. Directors and Officers of Bidders: Jose S . Concepcion, Jr . has an Associate's degree in Business Administration from De La Salle University and a Bachelor's degree in Agriculture from Araneta University. He is the Chairman of the Board of RFM Corporation, and is a member of the Executive Committee of the ASEAN Chamber of Commerce and Industry. He also holds the Co-Chairman position of the Bishops-Businessmen's Conference. He was previously the Secretary of the Department of Trade and Industry, Chairman of the Board of Investments, member of the Central Bank Monetary Board, National Chairman of the National Citizens Movement for Free Elections, Founding President of the Pasay City Citizens League for Good Government, and a delegate to the 1971 Constitutional Convention. Jose Ma . A . Concepcion III has a bachelor of Science degree in Business Management from De La Salle University. He is the current Chairman of the Board and CEO of Cosmos Bottling Corporation, Selecta Dairy Products, Inc., PSI Technologies, Inc., Consumer Savings Bank and Philippine Townships, Inc. He is likewise the President and CEO of RFM Corporation, Swift Foods, Inc., Asia Food Franchising Corporation, RFM-Indofood Philippines, Inc., RFM Equities, Inc., RFM Equities, Inc., RFM Insurance Brokers, Inc., and Rizal Lighterage Corporation. He is also a member of a number of business organizations such as the Philippine Association of Flourmillers, Philippine Chamber of Commerce and Industry and the Management Association of the Philippines. He is also an officer of socio-civic associations such as the RFM Foundation, Inc. as Vice-Chairman and Trustee: Laura Vicuna Foundation for Street Children as Director; Philippine Basketball Association as Director. He was an awardee of the Ten Outstanding Young Men of the Philippines, 1995, and Time Global 100 List of Young Leaders for the New Millennium, 1994. He was born on 23 June 1958, married to Ma. Luisa Orosa with four children. LexLib John Marie A . Concepcion has a degree in Business Administration from Regis College, Denver, Colorado, and a degree in Marketing from Seattle University, Washington, U.S.A. He is the current President and COO of Selecta Dairy Products, Inc. and a director of RFM Corporation and Philippine Townships, Inc. He was born on 13 January 1962. Maria Victoria Araneta Concepcion has a degree in Bachelors of Science in Agriculture Major in Home Extension from the Araneta Institute of Agriculture. She is currently a director of RFM Corporation. VLA Properties, Inc. and Araneta Institute of Agriculture, Inc. Until 1997, she was the Managing Director of Admiral Hotel. She is likewise a past director of Lopez Sugar Central, Management Geometrics Investment, Inc. and Paraiso, Inc. She has held various positions in numerous civic-organizations. Among her current positions are, Vice-President for White Cross; Sovereign Military Hospitalier, Dame of Magistral Grace of Order of St. John of Jerusalem of Rhodes and Malta; member of Inner Wheel Club of Manila and Kilusang Pinagkaisahan. She was also an awardee of the Mere Mother Eugenie Outstanding Alumnae Award, Assumption College, 1994. She was born on 8 June 1936, married to Jose S. Concepcion, Jr. with eight children. Atty . Christopher L . Lim has a degree in Bachelor of Laws from the Ateneo De Manila University, School of Law, and Bachelor of Arts Major in Economics from De La Salle University. He is currently a director and the Corporate Secretary of RFM Corporation and the Assistant Corporate Secretary of Grand Plaza Hotel Corporation. He is a partner in the law firm of Quisumbing, Torres and Evangelista and a professor in the Ateneo De Manila University, School of Law. He is a member of the Integrated Bar of the Philippines, Intellectual Property Association of the Philippines, Episcopal Commission on Prisoners Welfare, San Antonio Parish, Social Services Committee and San Antonio Legal Assistance, Founding Member. cd Felicisimo Nacino Jr . has a Bachelor of Arts Degree in Economics and a Master's degree in Business Administration both from the University of the Philippines. He is the Current Executive Vice-President of RFM Corporation, and serves as a Director of the following companies: RFM-Corporation, Swift Foods, Inc., Selecta Dairy Products, Inc., Cosmos Bottling Corporation, Consumer Savings Bank, Asia Food Franchising Corporation, Philippine Townships, Inc., PSI Technologies, Inc. and other companies in the RFM group. He also served as Assistant Secretary, Department of Trade and Industry (1986-1991). He was a participant of numerous foreign seminars such as: INSEAD Asian Corporate Finance Program, Singapore (1995); IMD/SIM The Job of the Chief Executive Program, Singapore, (1994); Sakura Bank Foundation Business Management Seminar, Tokyo, Japan (1993). He was born on 9 May 1952, married to Zenaida Fajardo with 2 children. Danilo H . Santiago is the Chairman of Conglomerate Securities and Financing Corporation, Victoria L. Araneta Properties, Victoneta Investment Corporation. He is also the President of Sahara Management and Development Corporation, Our Lady of Eternal Peace, Inc. and Treasurer of Mercury Management Corporation. He was born on 21 October 1938. Francisco A. Segovia has a degree in Business Management from the Ateneo De Manila University. He is the current President of the SCI Group of Companies, Araneta Group of Companies, Regina Realty/ Chilco Holdings, Republic Consolidated Corporation and Admiral Realty Corporation. He is likewise a Director of the aforestated companies and of RFM Corporation, Cosmos Bottling Corporation, Swift Foods, Inc., Selecta Dairy Products, Inc., Consumer Savings Bank, Asia Food Franchising, Corp. and other companies of the RFM Group. He is also the Asst. Treasurer of Feati University. Ernest Fritz Server has a Bachelor of Arts degree in Economics from the Ateneo de Manila University and a Master's degree in Business Administration from the Wharton School of University of Pennsylvania in the United States. He is Vice-Chairman of RFM Corporation and Cosmos Bottling Corporation. He is also Chairman of the following companies: Republic Dynamics Corporation, Uniphil Computer Corporation. Unidata Corporation. Intercity Properties, Inc., and Millennium Mining and Management Corporation. He is a Director of Swift Foods, Inc., Selecta Dairy Products, Inc., Cosmos Bacolod Bottlers, Inc., Invest Asia Corporation, PSI Technologies, Inc., Conglomerate Securities and Financing Corporation, Philippine Townships, Inc., BJS Development Corporation and Worldwide Paper Mills, Inc. He is also President of BJS Development Corporation, Sta. Mesa Machinery Company, Inc., Trans-Pacific Properties, Inc., Geosands Resources Corporation, Eaglerock Mining Corporation and Philam Fund, Inc. He was born on 8 July 1943. aisadc Ma . Lina A . Santiago , born on May 21, 1941, is Treasurer of the Company. She is also Vice President and Treasurer of FEATI University, Vice President of Sahara Management and Development Corporation, and President of Sahara Foundation for Shelter and Environment. Joseph D . Server, Jr ., born on October 8, 1940, obtained his Master's degree in Business Administration from the Wharton School of the University of Pennsylvania in the United States. He is Chairman of the Board of BJS Development Corporation and President of National Agribusiness Corporation. Jose M . Segovia , born on April 19, 1920, has a Master's degree in Electrical Engineering from Rensselaer Polytechnic Institute in the United States and was a Topnotcher in the Philippine Board Examination for Electric Engineers in 1947. He is President of FEATI University. Francisco O . Gamboa , born on July 1, 1943, obtained his Master's degree in Business Administration from Columbia University in the United States. He is President of Garorico Corporation, and a Director of Liberty Insurance Corporation. Ma . Victoria Ana C . Monasterio , born on April 23, 1967, graduated from Assumption College in 1988 and became a Director of the Company in that year. Raissa Hechanova , joined the Company as director in April 1997, replacing her father, Mr. Rafael G. Hechanova, former Chairman of the Board of Directors of RFM Corporation. None of the directors of RFM have been convicted in a criminal proceeding during the last five (5) years. Further, neither RFM nor any of its directors was party to a civil proceeding of a judicial or administrative body of competent jurisdiction, domestic or foreign, for the same period which resulted to any order, judgment or decree permanently of temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities, commodities or banking. Item 3. Purpose of the Tender Offer With the forthcoming entry of Unilever Philippines in the Selecta, RFM intends to consolidate its ownership in Selecta by issuing RFM Treasury common shares in exchange for Selecta common shares. This also allows the present Selecta shareholders the chance to move into a more actively traded stock and more broadly diversified food company that RFM represents. At the same time, they will stand to benefit from the joint venture with Unilever, as RFM will continue to be the majority owner of Selecta. Item 4. Interest in Securities of the Issuer RFM is willing to purchase all the Selecta outstanding common shares that it presently does not own. RFM presently owns 798,330,934 Selecta common shares and intends to purchase the balance of 101,189,334 Selecta common shares. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief. I certify that the information set forth in this report is true, complete and correct. This report is signed in the City of Mandaluyong, on 1 December 1998. By: ____________________________ (Signature) (SGD.) ATTY. CRISTINA D. REYES Asst . Corporate Secretary, RFM Corporation