PSE Circular for Brokers No. 3297-99

December 29, 1999 PSE CIRCULAR FOR BROKERS NO. 3297-99 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 28, 1999 Date of Report (Date of earliest event reported) 2. SEC Identification Number PW-2 3. BIR Tax Identification No. 049-000-103-216 4. A. SORIANO CORPORATION, Exact name of registrant as specified in its charter 5. Metro Manila, Phil. Province, country or other jurisdiction of incorporation 6. (SEC Use Only) Industry Classification Code: 7. 7th Floor, Pacific Star Bldg. Makati Avenue, Makati City Address of principal office Postal Code 8. 819-0251 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 3,035,689,042 11. Indicate the item numbers reported herein: Item 2 Disposition of Assets Item 2 Disposition of Assets Further to our disclosure dated December 6, 1999, on December 22, 1999, the Selling Shareholders (one of which is A. Soriano Corporation owning about 41%) and Global Business, Bank, Inc. with the conformity of AsianBank Corporation and AB Capital and Investment Corporation, executed a Share Purchase Agreement of the AsianBank shares pursuant to the Memorandum of Agreement previously signed by the parties. LexLib The salient features of the Share Purchase Agreement are: 1. The selling shareholders shall sell, convey and transfer to the Buyers all of the Selling Shareholders' holdings in AsianBank Corporation which constitute 100% of the current outstanding AsianBank common shares and 100% of the outstanding Preferred "A" shares. prcd 2. In addition, the Selling Shareholders shall cause the sale of, and the Buyers shall buy and pay for, any new Common shares issued and outstanding, all of which will be issued and outstanding as of Closing Date arising out of the exercise of the AsianBank: Executive Stock Option Plan (ESOP). Provided, however, that as of closing date, such new AsianBank Common shares shall not exceed 750,000 shares. 3. AsianBank will send, upon signing of the agreement, notices to all holders of Preferred "B-1" and "B-2" shares with the aggregate par value of P250 million for the redemption of such shares at par effective on and conditioned upon closing. 4. Subject to certain adjustments, the consideration to be paid by the Buyers for the outstanding capital stock of AsianBank shall be 1) the sum of P2,250,000,000 and 2) an amount equal to the aggregate .exercise price for new AsianBank Common shares which will be issued pursuant to the ESOP but not to exceed P339.33 per new AsianBank Common shares. 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. A. SORIANO CORPORATION Registrant (SGD.) REGINALDO L. HERNANDEZ Vice President and Assistant Corporate Secretary