PSE Circular for Brokers No. 2948-99

November 18, 1999 PSE CIRCULAR FOR BROKERS NO. 2948-99 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. 17 November 1999 Date of Report (Date of earliest event reported) 2. SEC Identification Number 5830 3. BIR Tax Identification No. 00-488-574 3. THE PHILIPPINE BANKING CORPORATION Exact name of registrant and as specified in its charter 6. Metro Manila, Philippines 6. (SEC Use Only) Province, country of other jurisdiction of incorporation Industry Classification Code: 7. Philbank Building, 6778 Ayala Avenue, Makati City, Metro Manila Address of principal office 8. (632) 8170901 to 28 and 8171167 Registrant's telephone number, including area code 9. n/a 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 common share 28,726,132 11. Indicate the item numbers reported herein: Item No. 3 and 9 We disclose that at a special meeting of the Board of Directors of the Philippine Banking Corporation ("Philbank") at 4:00 p.m., today, 17 November 1999, at which a quorum was present and acting throughout, the following matters were approved and adopted: 1. Approval of the amendment of the First, Second, Fourth and Seventh Articles of the Articles of Incorporation of Philbank. 2. Approval of the amendments to Articles I, II, III (Sections 1, 2 and 6), IV (Sections 1, 3 and 5), V (Sections 1, 2, 3, and 5), VI (Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11), and VIII (Sections 2, 3, and 4) of the By-laws of Philbank. Moreover, the Board approved the inclusion of Article VII on indemnification of directors and officers in the By-laws. 3. Approval of the increase in authorized capital stock from P3.5 Billion to P10 Billion and the amendment of Article Seventh of the Articles of Incorporation for this purpose. 4. Approval of the Plan of Merger between Philbank and Global Business Bank. 5. Approval of the calling of a special stockholder's meeting of Philbank at 8:30 a.m. on Friday, 24 December 1999 to be held at the 6th Floor, Philbank Building, 6778 Ayala Avenue, Makati City to approve, among others, the matters stated above. The Board also approved the setting of 03 December 1999 as the record date for determining the stockholders entitled to vote at the special stockholder's meeting. 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. prcd PHILIPPINE BANKING CORPORATION By; (SGD.) RENATO J. FERNANDEZ Acting Assistant Corporate Secretary