PSE Circular for Brokers No. 649-99

March 31. 1999 PSE CIRCULAR FOR BROKERS NO. 649-99 March 29, 1999 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11 (a)-(b)(3) THEREUNDER 1. 29 March 1999 (23 March 1999) 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. Philippines Province, country or other jurisdiction of incorporation 6. (SEC Use Only) Industry Classification Code: 7. Formerly 3rd Floor SGV I Building , 6760 Ayala Avenue, Makati City; Transfer to new office, in process 1200 Address of principal office Postal Code 7A. Suite 1408 East Tower, PSE Centre, Exchange Road Ortigas Center, 1609 Pasig City, Metro Manila Tel. No. 638-4416 Temporary Extension Office 8. (632) 816-4683. 817-2360; (Former lines, now disconnected) Registrant's telephone number including area code 9. 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 shares 18,321,349 shares subscribed and fully paid 11. Indicate the item numbers reported herein: Item 9 -Other Events A. This disclosure pertains to a news item regarding Trans-Philippines Investment Corp. (TPIC). TPIC owns 54.44% of AGP Industrial Corporation (AGPI) which, in turn, has a 38.4% equity in Atlantic Gulf and Pacific Co. of Manila Inc. (AG&P). In the business section of Philippine Daily Inquirer (copy attached) dated 23 March 1997, it was reported that under a three year rehabilitation plan submitted to Securities and Exchange Commission, TPIC is planning to sell the stake of its subsidiary, AGPI. .in AG&P to raise cash and pay off its creditors. LLpr The news item offshooted from the pendency of a petition for suspension of payment and rehabilitation at the Commission docketed before that office as SEC Case No. 02-99-6205. For the TPIC divestment plan to materialize, it would require approval by at least two-thirds (2/3) of the outstanding capital stock of AGPI. This is because the proposed divestment would constitute bulk sales of all or substantially all of AGPI assets at this time. B. A prior event related to SEC Case No. 02-99-6205 was the manifestation filed on 04 March 1999 before the SEC by some minority stockholders of AGPI (mostly composed of Filipino-Chinese individuals and institutions) to contest TPIC's bid to seek suspension of payment relief from the Commission. In the letter of manifestation, this minority group declared that their opposition is premised on TPIC's "mismanagement" of AGPI which had resulted according to the manifestation in AGPI's being indebted to TPIC under "questionable circumstances." aisadc 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 thereunto duly authorized. AGP INDUSTRIAL CORPORATION Registrant (SGD.) HIRAM C. MENDOZA Corporate Secretary TPIC planning to sell 38% stake in AG&P to pay debts BY TINA ARCEO-DUMLAO CASH-STRAPPED Trans-Philippines Investment Corp. is planning to sell the stake of its subsidiary, AGP Industrial Corp., in Atlantic, Gulf and Pacific Co. of Manila Inc. to raise cash and pity off its creditors. Under a three-year repayment plan submitted to the Securities and Exchange Commission, TPIC said selling AG&P, 38.4-percent holdings in AG&P, the country's oldest engineering and construction firm, would be more advantageous than divesting its 54-percent equity in AGPI. LLpr TPIC's original plan was to sell its holdings in AGPI. TPIC said the new proposal would allow substantial cash to flow while enabling it to retain a controlling interest in AG&P. The shares in AG&P, valued at P391.018 million, account for the bulk of TPIC' stock investments estimated to be worth P462.689 million. The company is trying to liquidate these investments to meet maturing obligations to its creditors. TPIC also plans to sell its 21-percent stake in Filmag Holdings Inc. worth P8.405 million and 2.108 million shares in Amalgamated Securities Corp. worth P63.266 million. TPIC said these assets were car-marked for divestment over a three-year period. The proceeds will be used to fully settle, TPIC's outstanding debts. TPIC' repayment program is also anchored on the collection of P243.8 million worth of receivables, bulk of which represent principal and interest due on loans and advances extended to AGPI since 1990 to cover previous debt obligations. Last month, the SEC suspended TPIC's debt payments. The company sought for a temporarily relief from its creditors due to cash flow problems that affected its ability to pay some P450 million worth of debts. cdlex TPIC has a 54-percent equity in AGPI, AGPI, in turn, holds a 38-percent stake in AG&P.