PSE Circular for Brokers No. 2803-99

November 3, 1999 PSE CIRCULAR FOR BROKERS NO. 2803-99 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 27, 1999 Date of Report (Date of earliest event reported) 2. SEC Identification Number 364 3. BIR TIN 760-000-270-220 4. VICTORIAS MILLING COMPANY, INC. 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. 9126 Sultana cor. Honradez Sts., Brgy. Olympia, Makati City Address of principal office Postal Code 8. (632) 896-0381 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 Amt. of Debt Outstanding 11. Indicate the item numbers reported herein: SEC Form 11-C- Item 9 (a) (1) (J) Clarification or Explanation on the news item which appeared in the Malaya issue of October 27, 1999 captioned "Creditors prepares to take over Victorias" . Under the Securities and Exchange Commission (SEC) case No. 07-97-5696 "In the Matter of the Petition for the Declaration of a State of Suspension of Payments, for the Approval of a Rehabilitation Plan, and the Appointment of a Management Committee (Mancom)" with Victorias Milling Co., Inc. (VMC) as petitioner, the SEC issued an Order dated August 17, 1999. In respect of, among others, the rights offering to the stockholders on record as of June 2, 1999 to subscribe to 53.35% of VMC's capital stock issuance corresponding to 567,078,038 common shares of Php 1.00 par value per share (Offered Shares) through the exercise of the stockholder's subscription rights. The timetable for the implementation of the Subscription Rights Offering calls for (i) the Stockholders or the assignees of their subscriptions to submit their Application to Subscribe along with the remittance of payment for their subscriptions to VMC or Fidelity Stock Transfer, Inc. (FST) on or before October 8, 1999 and (ii) any unsubscribed portion of the Offered Shares may be offered by VMC Management to any stockholder or interested parties, payment of which shall be remitted and paid to FST on or before November 5, 1999. Pursuant to the aforementioned SEC Order, VMC Management is submitting for information of the SEC, the attached copy of FST's final consolidated report dated October 25, 1999 pertaining to the results of the subscription rights offering received up to October 8, 1999. 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. VICTORIAS MILLING COMPANY, INC. Registrant (SGD.) ROMEO L. HERMOSO Chief Financial Officer (Signature & Title) OWNERS GIVEN UNTIL NOV. 5 TO RAISE P567M Creditors prepare to take over Victorias By PEARL O. BANTILLO Creditor banks of sugar-firm Victorias Milling Corp. are preparing to take over the company after giving stockholders the ultimatum of raising P567 million as new capital by November 5. Industry sources said the present shareholders VMC, led by its president Manuel Manalac, did poorly in raising the fund required by creditors to keep the sugar company running. Manalac 's group only come up with a small P22 million capital during their exercise of preemptive rights, sources said. The management committee of VMC, which was created to oversee the rehabilitation of the sugar firm, has been pushing for the bidding of the company to interested investors. It has conceded to ruling of the Securities and Exchange Commission (SEC) to give the existing owners the opportunity to bid on an "all or nothing" basis but the October deadline lapsed and all Manalac's group could raise is P22 million. Sources said the creditor banks are all set to control VMC without new investors. It will proceed with an earlier plan of auctioning off the sugar firm to interested investors when the deadline lapsed. Manalac was insisting to buy VMC shares at P1 each compared to the offer of the mancom at P2.91 per share price of the company. VMC is saddled with P5 billion debt. It was the first company during the onslaught of the crisis in 1997 to have sought debt relief from the Securities and Exchange Commission. October 28, 1999 VMC MANAGEMENT COMMITTEE c/o VICTORIAS MILLING CO., INC. 9126 Sultana St., corner Honradez St. Makati City ATTENTION: Mr . Isidro C . Alcantara Chairman - MANCOM Mr . Manuel B . Manalac President - VMC Subject: Report on VMC Stockrights' Offering Gentlemen: Fidelity Stock Transfers, Inc. is pleased to report that we have rendered the following services as scheduled to wit: 1. The Notice of Subscription Rights' Offering was published on 28 August 1999 and 30 August 1999 in Manila Bulletin, Philippine Daily Inquirer and Visayan Daily Stars of Bacolod. Attached herewith are the affidavits of publication. 2. The Stock Certificates Masterfile and all the programs for VMC were converted From P10.00 to P1.00 par value. 3. The Notices to Stockholders of the Subscription Rights' Offering and Application to Subscribe were sent to stockholders on record as of 02 June 1999 on 10 September 1999. The Subscription Rights' Register, Mailing List and Acknowledgment Receipts were printed for purpose of control. 4. VMC and Fidelity stock Transfers, Inc. started receiving payments for the Subscription Rights' Offering from 10 September 1999 to 08 October 1999. Details of the stock rights subscription are as follows: Number of Stockholder Allocated Shares Total Shares Subscribed Amount (Less) Shares Availed of their exact allocation 191 15,490,171 15,491,171 P15,491,426.50 Availed more than their allocation 70 537,266 479,557 1,016,823 1,016,823.00 Availed less than their allocation 57 27,814,875 (21,439,977) 6,374,898 6,374,896.00 TOTAL 318 43,843,312 (20,960,420) 22,882,892 22,882,892.50 No. of Stockholder who did not avail 5,665 No. of Unsubscribed Shares 544,192,163 Amount P544,192,163.00 5. FSTI deposited the payments received to the following accredited depository banks: BPI P10,306,044.50 PCI 12,576,848.00 TOTAL P22,882,892.50 6. We enclose the following lists/register: a. List of Stockholders who availed of their exact allocation. b. List of Stockholders who availed more than their allocation. c. List of Stockholders who availed less than their allocation. d. List of Stockholders who did not availed of their allocation. e. Payments and deposits made to accredited depository banks. We will be sending our final consolidation report on 10 November 1999. Again, thank you for giving us the opportunity to serve you and your stockholders. Very truly yours, (SGD.) JENNY C. SERAFICA VP/Gen . Manager