Current Report under Section 11 of the Revised Securities Act (RSA) and RSA Rule 11(a)-1(b)(3) Thereunder
PSE Circular for Brokers No. 2786-99 • Philippine Stock Exchange • Circulars for Brokers • Oct 29, 1999
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October 29, 1999 PSE CIRCULAR FOR BROKERS NO. 2786-99 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a)-1(b)(3) THEREUNDER 1. October 28, 1999 Date of Report (Date of earliest event reported) 2. SEC Identification Number 8802 3. BIR TIN 360-000-288-923 4. Reynolds Philippines Corporation Exact name of registrant as specified in its charter 5. Dasmarinas, Cavite province, country or other jurisdiction of incorporation 6. (SEC Use Only) Industry Classification Code: 7. Dasmarinas, Cavite Address of principal office Postal Code 8. 838-2088/838-6862 Registrant's telephone number, including area code 9. Former name or former address, if changed since last report. 10. Securities registered pursuant to Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding One Billion (1,000,000,000) 11. Indicate the item numbers reported herein: Item 9 ITEM NO. 9 On 28 October 1999, the Board of Directors of Reynolds Philippines Corporation held its Organizational Meeting at the Chemphil Board Room, Chemphil Building, Arnaiz Avenue, Makati City. The Company's Chairman of the Board, Mr. Antonio M Garcia, presided over the meeting. The following were elected Officers of the Corporation: ANTONIO M. GARCIA Chairman of the Board JAIME Y. GONZALES President and Chief Executive Officer JORGE B. NAVARRA Treasurer and Chief Financial Officer ARTHUR R. PONSARAN Corporate Secretary MARIA OLIVIA T. YABUT-MISA Assistant Corporate Secretary MEMBERS OF THE EXECUTIVE COMMITTEE Antonio M. Garcia Jaime Y. Gonzales Jorge B. Navarra Jesli A. Lapuz Demetrio R. Tuason MEMBERS OF THE AUDIT COMMITTEE Alfonso B. Cruz, Jr. Masataka Dobashi Roland U. Young MEMBERS OF THE COMPENSATION COMMITTEE Antonio M. Garcia Benito R Araneta Eusebio H. Tanco MEMBERS OF THE BOARD OF TRUSTEES - RETIREMENT FUND Antonio M. Garcia Jaime Y. Gonzales Jorge B. Navarra Demetrio Tuason Jose Miguel T. Arroyo RETIREMENT BOARD Jaime Y. Gonzales Jorge B. Navarra Ernesto S. Versoza George C. Molina Absalon V. Guiang Benedicto Carpio Edwin Quinones Fund Manager - Fernando M. Manotok Fund Auditor - Danilo P. Adona Fund Accountant - Achilles G. Cane The Company's President, Jaime Y. Gonzales, reported on the results of the Company's operations and financial statements from January to August 1999. For the eight-month period, the Company reported 191.2 million pesos net income on a consolidated basis. The President also informed the Board of the directions and strategies taken and will be taken by the Company to secure permanent working capital, improve profitability and reduce debts and interest costs. cdll The Company's Chief Financial Officer, Mr. Jorge B. Navarra, presented to the Board the plans to spin-off the Company's aluminum manufacturing assets. Upon motion duly made and seconded, the Board approved the resolutions authorizing the Corporation to spin-off all its aluminum assets and corresponding liabilities, and incorporate and subscribe to the shares of the new corporation, and to sell its interest in the said spun-off corporation, subject to the approval of the Board. The Board also approved proposed resolutions on the sale of non-core assets of the Corporation. The Board likewise approved proposed resolutions as to the change in signatories of the Corporation. The Board also granted the Corporation the authority to incorporate and invest One Million (P1,000,000.00) Pesos in a shared services-corporation to be named Reynolds Business Services Corporation , which Corporation shall supply outsourced services to the Company and to its subsidiaries and affiliates, as well as resolutions authorizing the re-investment of the Corporation's dividend earnings in its 100% owned-subsidiaries, Reynolds Recycling Corporation and Reynolds Trading & Marketing Corporation . The Board also ratified the Trademark Licensing Agreement executed between the Company and RTMC; and Reynolds Metals Company ("RMC") of Virginia, U.S.A, involving the non-exclusive right and permission, without authority to sub-license, for the Company and RTMC , to use on aluminum foil products in the Philippines, the "License Marks" owned by RMC , namely: Diamond, Reynolds Wrap and Redi-pan. Finally, the Board approved the grant of authority to the Corporation to develop its Dasmarinas, Cavite property into a special economic zone. There being to other matters to discuss, the shareholders meeting was immediately adjourned. 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. REYNOLDS PHILIPPINES CORPORATION (SGD.) MARIA OLIVIA T. YABUT-MISA Corporate Information Officer
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