PSE Circular for Brokers No. 3226-99

December 17, 1999 PSE CIRCULAR FOR BROKERS NO. 3226-99 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. December 8, 1999 Date of Report (Date of earliest event reported) 2. SEC Identification Number 9803 3. BIR Tax Identification No. 210-000-237-540V 4. REPUBLIC CEMENT CORPORATION Exact name of registrant as specified in its charter 5. PASIG CITY, METRO MANILA, PHILIPPINES Province, country or other jurisdiction of incorporation 6. SEC Use Only Industry Classification Code: 7. Retelco Drive cor. E. Rodriguez, Jr. Ave. Pasig City 1600 Address of principal office Postal Code 8. (632) 671-0344, 671-9708 to 11 Registrant's telephone number, including area code 9. Not Applicable Former name or former address, if changed since last report 10. Securities registered pursuant to Sections 4 and 8 of the RSA As of August 31, 1998 Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common Stock, Php par value 1,667,111,198 11. Indicate the item numbers reported herein: Item No. 9(a)(1) (B) Part V Par. (a)(1)(3) and (4) of RSA Rule 3-3 SEC Memo Circular 5 dated August 22, 1997 Item No. 9 (a) (1) (B) Brief Discussion on the Impact of the Reported Event (per SEC Memo Circular 5 dated August 22, 1997) Mr. Michael A. Fitch's resignation from the Board to take effect immediately was accepted during the regular meeting of the Board of Directors on December 8, 1999. The remaining members of the Board of Directors constituting a quorum elected Mr. Peter James Hoddinott as Director to serve for the unexpired term of Mr. Michael A. Fitch. Mr. Michael A. Fitch represented Southwestern Cement Ventures Inc. in the Board prior to his resignation. The resignation of Mr. Michael A. Fitch and the subsequent election of Mr. Peter James Hoddinott as director of Republic Cement Corporation have no material impact on the current or future operations, financial position or results of operation of the Company. There was no change in the shareholdings or interests of the Southwestern Cement Ventures Inc., the company represented by Mr. Michael A. Fitch, in Republic Cement Corporation when Mr. Fitch resigned and when Mr. Hoddinott was elected into the Board. LibLex RSA Rule 3-3 Part V Par. (a) (1) Information on the newly elected member of the Board of Directors Mr. Peter James Hoddinott is 42 years old and a British citizen. He is a graduate of the Royal School of Mines, Imperial College, and is a Chartered Engineer. He has an Honours Degree in Mining Engineering and a Masters Degree in Business Administration, among others. Mr. Hoddinott is currently the Country Manager of Blue Circle Phils., Inc. He is also currently a member of the Board of Directors of Southwestern Cement Ventures Inc. and of Blue Circle Philippines, Inc. Par. (a) (3) Family Relations Mr. Peter James Hoddinott is not related by consanguinity or affinity up to the fourth civil degree to any other director or executive officer of Republic Cement Corporation and is not aware of any relation to other members of the Board of Directors. llcd He was nominated and elected to the Board of Republic Cement Corporation as representative of Southwestern Cement Ventures Inc. to replace Mr. Michael A. Fitch who is leaving for another assignment in Greece. Aside from this fact, he knows of no director who has resigned or who has refused to stand for re-election. LibLex Par. (a) (4) Involvement in Certain Legal Proceedings During the past five (5) years, Mr. Peter James Hoddinott was not involved in any legal proceedings concerning bankruptcy petitions by or against him, criminal proceedings either domestic or foreign, any order or judgment temporarily suspending or limiting his involvement in any type of business, securities, commodities or banking activities. He has not been found by any domestic or foreign court, the Commission or a domestic or foreign exchange marketplace to have violated a securities or commodities law. llcd 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. REPUBLIC CEMENT CORPORATION Registrant (SGD.) RENATO C. SUNICO Senior Vice President Finance