PSE Circular for Brokers No. 359-98

March 13, 1998 PSE CIRCULAR FOR BROKERS NO. 359-98 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. Date of Report (date of earliest event reported) 12 March 1998 2. SEC Identification Number The SEC Registration No. of the Registrant is 142312 3. BIR Tax Identification No. The BIR Tax Identification No. of the Registrant is TIN 000-083-856 4. Exact name of Registrant as specified in its charter LA TONDENA DISTILLERS, INC. 6. Industry Classification Code (Sec Use only) 7. Address of principal office 453 Carlos Palanca Sr. St. Quiapo Metro Manila 8. Registrant's telephone number, including area code (632) 734-9701 up to 9739 9. Former name or former address, if changed since last report The Registrant has not changed its address since its last report to this Honorable Commission 10. Securities registered pursuant to Sections 4 and 8 of the RSA No. of Shares Registered Title of Each Class No. of Shares Outstanding Amount of Debt Outstanding 560,000,000 Common 321,481,482 11. Indicate the item numbers reported herein: Item No. 9 Employee Stock Purchase Plan/Employee Stock Option Plan During the meeting of the Board of Directors of the Registrant held on 12 March 1998, the Board passed and approved resolutions to submit for ratification by the stockholders, during its annual stockholders' meeting held to be held on 13 April 1998, the proposed LTDI Employee Stock Ownership Plan and the proposed Employee Stock Option Plan. The basic features of the plans are as follows: cdlex Employee Stock Ownership Plan I. Objective: Motivate LTDI employees toward greater productivity, loyalty and concern for LTDI's well being. II. Basic Features Shares to be offered: Up to six million (6,000,000) shares from out of authorized but unissued Offering Period: Up to a period of three (3) years Eligible employees: Regular; one (1) year permanent of LTDI and subsidiaries Number of shares per employee: Minimum of 500, maximum of 2,500 Price: Fair Market Value with a discount of not more than ten percent (10%) Holding Period: Three (5) years Payment period: Five (5) years Target Date of Implementation: June, 1998 Employee Stock Option Plan I. Objective: To further promote the interests of LTDI and its shareholders by enabling the company to attract, retain, motivate senior and key management officers, and align the interests of such officers and the Company's shareholders. II. Basic Features Shares to be offered: Up to a maximum of 2.5% outstanding shares Eligible employees: Senior Executives as approved by Board Exercise price: (a) Within plus or minus 10% from Fair Market Value (FMV) of date of Grant = FMV of Date of Grant. (b) Greater than FMV on date of grant by 10% = FMV on date of Grant adjusted upward by 10% (c) Less than 10% on FMV on date of Grant = FMV on date of Grant adjusted downwards by 10% Date of exercise Holder may not exercise option within one year from Option Offer Date Option expiration Option granted under the plan remains exercisable up to a exercisable up to a maximum of 10 years. Method of Exercise: Notification of the Committee specifying number of shares to be purchased, and shall pay in cash full amount of Exercise Price. Target Date of Implementation: June, 1998 Likewise, during the said meeting of the Board of Directors, the Board passed and approved resolutions to submit for ratification by the stockholders, during its annual stockholders' meeting to be held on 13 April 1998, the proposal to amend Article VII of the Registrant's Articles of Incorporation so that as amended all shareholders shall have no pre-emptive rights to any issuance of shares pertaining to shares of stock to be issued to officers and /or employees of the Registrant pursuant to a duly approved stock option, stock purchase, stock subscription or similar plans, provided however, that where the number of shares of stock subject to each stock option, stock purchase, stock subscription or similar plan exceeds five percent (5%) of the outstanding shares of stock at the time of the approval of the plan involved, there shall be pre-emptive rights with respect to such shares in excess of the five percent (5%). Pursuant to the requirements of the Revised Securities Act, the Registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LA TONDENA DISTILLERS, INC. By: (SGD.) BARBARA C. MIGALLOS Corporate Secretary