PSE Circular for Brokers No. 2773-98

December 16, 1998 PSE CIRCULAR FOR BROKERS NO. 2773-98 December 15, 1998 PHILIPPINE STOCK EXCHANGE DISCLOSURE DEPARTMENT Listings and Disclosure Group 4/F Philippine Stock Exchange PSE Centre, Exchange Road Ortigas Center, Pasig City Fax No. 634-2051 Attention: Mr . Reynold P . Ong Vice President Gentlemen: Please be advised of the transfer of certain shareholdings of ACR and its subsidiary, Alcem Holdings, Inc., in Alsons Cement to Cemco Holdings, Inc., a holding company controlled by the Alcantara Group. Enclosed herewith is a copy of ACR's disclosure thereon. cdt Very truly yours, ALSONS CEMENT CORPORATION By: (SGD.) ANTONIO A. PICAZO Corporate Secretary December 15, 1998 PHILIPPINE STOCK EXCHANGE DISCLOSURE DEPARTMENT Listings and Disclosure Group 4/F Philippine Stock Exchange PSE Centre, Exchange Road Ortigas Center, Pasig City Fax No. 634-2051 Code No. M-12020 Attention: Mr . Reynold P . Ong Vice President Gentlemen : Please be advised that in the special Board of Directors meeting of Alsons Consolidated Resources, Inc. ("ACR") held today, the Board approved the transfer of the following shareholdings of ACR and its subsidiary, Alcem Holdings, Inc., in Alsons Cement Corporation ("Alsons Cement") to Cemco Holdings, Inc. ("Cemco"), a holding company controlled by the Alcantara Group. Percentage of No. of Alsons Outstanding Capital Transferor Transferee Cement Shares Stock of Alsons Cement ACR Cemco 79,635,820 7.3% Alcem Holdings, Inc. Cemco 452,718,435 41.7% Total 532,354,255 49.0% The transfers are in line with the objective of the Alcantara Group and Holderfin B.V., controlling shareholders in Alsons Cement, to reorganize the ownership structure of Alsons Cement. The shareholdings in Alsons Cement after the said transfers will result in the Alcantara Group, through Cemco, and Holderfin remaining as the controlling shareholders in Alsons Cement. The consideration for the transfers shall be in the amount of P7.00 to P8.00 per share. ACR's transfer of said shareholdings in Alsons Cement will enable ACR to improve its financial position and to focus on its power generation, property development and product distribution businesses. The parties expect to execute the pertinent Deeds of Transfer covering the transfer of the Alsons Cement shares within December, 1998. The sales of the Alsons Cement shares shall be by way of special block sales through the facilities of the Philippine Stock Exchange. In connection with the ownership restructuring of Alsons Cement, the ACR Board likewise approved (i) the purchase from Alsons Cement of the latter's Sixty Million Three Thousand One Hundred Eighty Five (60,003.185) shares in MADE (Market Developers), Inc. the product distribution affiliate of Alsons Cement and ACR which shares represent thirty percent (30%) of the outstanding capital stock of MADE, and (ii) the sale by MADE of its cement products distribution business in favor of Premium Cement Marketing Corporation ("Premium Cement"). Premium Cement is forty nine percent (49%) owned by MADE and fifty one percent (51%) owned by Alsons Cement. Very truly yours, ALSONS CONSOLIDATED RESOURCES, INC. By: (SGD.) MA. ALLEN M. MORALLOS Assistant Corporate Secretary