PSE Circular for Brokers No. 625-98

April 7, 1998 PSE CIRCULAR FOR BROKERS NO. 625-98 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. April 03, 1998 (September 30, 1997) Date of Report (Date of earliest event reported) 2. SEC Identification Number 42543 3. BIR Tax Identification No. 000-196-724 4. AGP INDUSTRIAL CORPORATION Exact name of registrant as specified in its charter 5. _____________________________________________ Province, country or other jurisdiction of Incorporation 6. (SEC Use Only) Industry Classification Code: 7. 4/F SGV I Building, Ayala Avenue, Makati City 1200 Address of principal office Postal Code 8. (632) 818-9846/816-4683/817-2360 Registrant's telephone number, including area code 9 351 Gil Puyat Avenue, Makati City Former name of 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 Shares 17, 170, 348 shares subscribed and fully paid 11. Indicate the item numbers reported herein: 3 EXHIBIT 1 This is an Integral Part of the Accomplished SEC Form 11-C: Current Report under Section 11 of the Revised Securities Act [RSA] and RSA Rule 11 [a]-1[b] [3] thereunder) CONTEMPLATED COURT ACTION VS . CO-PARTIES FOR SPECIFIC PERFORMANCE OF CONTRACT WITH DAMAGES IN THE STALLED MERGER AGREEMENT BETWEEN THIS CORPORATION (AGPI) AND ATLANTIC GULF & PACIFIC COMPANY OF MANILA, INC . (AG&P) On 24 March 1998, the law firm of PONCE, ENRILE, REYES & MANALASTAS, retained counsel of AGPI, sent a Letter of Demand to DMCI HOLDINGS, INC. (DMCI) and BUENAVENTURA, FILAMOR & ECHAUZ (BFE). In the Letter of Demand, AGPI gave a 7-day ultimatum to DMCI and BFE, among others, to "execute and effect the requisite statutory and contractual actions/formalities in order to realize the contemplated merger of AGPI and AG&P." cdll THE CONTEMPLATED LEGAL ACTION The contemplated legal action against DMCI and BFE a case for "specific performance of contract with damages" has been authorized by the AGPI Board of Directors. The Letter of Demand subject of this Report is the first step towards implementing that mandate, as a measure to protect the interest of AGPI's 500 and more stockholders. Makati City, 03 April 1998. (SGD.) HIRAM C. MENDOZA Corporate Secretary EXHIBIT 2 DISCLOSURE NOTICE TO SEC/PSE RE : AG&P-ICTSI JOINT VENTURE On 30 September 1997, * AG&P (where AGPI holds 38.4% equity interest) created a joint venture company with ICTSI Warehousing, Inc. (IWI) for the purpose of developing and operating 20 (out of AG&P's 60) hectares in Bauan, Batangas, as a private port. IWI is a subsidiary of International Container Services, Inc. (ICTSI) owned and controlled by the Razon family. In the formation of the joint venture (to be called the AG&P Port Services Company, Inc.), AG&P: a) Sold 12.0 hectares to IWI for cash (P600,000,000.00); and b) Contributed 8.0 hectares to the JV company in exchange for 40% of the issued shares of such company, i.e. 4,000,000 shares with a total par value of P400,000,000.00. IWI, after acquiring title to the 12.0 hectares, forthwith turned around and contributed the property to the JV company in exchange for 60% of the issued shares of such company, i.e. 6,000,000 shares with a total par value of P600,000,000.00. cdt (SGD.) HIRMA G. MENDOZA Corporate Secretary EXHIBIT 3 DISCLOSURE TO SEC/PSE RE : THREE VACANCIES IN THE AGPI BOARD OF DIRECTORS Three (3) directors of the company, namely: 1. Mr. ROBERTO G. VILLANUEVA, JR.; 2. Mr. FRANCISCO ORTIGAS III; and 3. Mr. CONRADO T. CALALANG tendered their resignations from the AGPI Board. The remaining four (4) Board members, out of its seven (7), have not as yet accepted the resignations of the three (3) resignees. Their replacements are to be elected either in a special Board meeting to be called for the purpose sometime this April or at the next annual stockholders' meeting scheduled in May. cdt Makati City, 03 April 1998. (SGD.) HIRAM C. MENDOZA Corporate Secretary Footnotes * This report is belatedly submitted because AGPI received a copy of the AG&P-IWI contract, after several demands to be furnished such copy, only on 10 March 1998. The Agreement embodies a "Confidentiality" clause (Clause 13 of the AG&P-IWI Agreement) which inhibits the parties from disclosing information relative to the transaction to any person whomsoever.