PSE Circular for Brokers No. 694-00

March 17, 2000 PSE CIRCULAR FOR BROKERS NO. 694-00 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) : March 11, 2000 2. SEC Identification Number : 42543 3. BIR Tax Identification No : 000-196-724 4. Exact name of registrant as specified in its charter: AGP INDUSTRIAL CORPORATION 5. Province, country or other jurisdiction of incorporation : Philippines 6. Industry Classification Code : Thursday (SEC Use Only) 7. Address of registrant's principal office: Suite 1408 East Tower, PSE Centre Exchange Road, Ortigas Center Pasig City, Metro Manila 1605 8. Registrant's telephone number, including area code : (632) 638-4416 or 338-4175 c/o Rose Sison 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 No. 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 Re: PRE-EMPTIVE RIGHTS Please see attached. 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 duly authorized. AGP INDUSTRIAL CORPORATION Registrant (SGD.) HIRAM C. MENDOZA Corporate Secretary AGP INDUSTRIAL CORPORATION Enclosure to SEC Form 11-C dated 11 March 2000 ASSIGNMENT OF PRE-EMPTIVE RIGHTS TO TAKE UP AND PURCHASE SHARES OF STOCK FROM ATLANTIC GULF & PACIFIC COMPANY OF MANILA, INC. (AGP) IN CONNECTION with the decision of ATLANTIC GULF 8 PACIFIC COMPANY OF MANILA, INC . (AG&P) to increase its authorized capital stock from P36,000,000.00 (divided into 4,800,000 Class "A" shares and 1,500,000 shares, or all together 6,000,000 shares) to P240,000,000.00 (divided into 30,000,000 Class "A" shares and 10,000,000 Class "B" shares or all together 40,000,000 shares), this Corporation which holds and own 38.4% of AG&P's existing authorized and subscribed capital stock, has assigned its pre-emptive rights to subscribed to the effective increase of P 204,000,000.00 in AG&P's authorized capital stock on a pro rata basis to all of its (AGPI's) stockholders. All AGPI stockholders who were such as at 31 January 2000 are assignees of said pre-emptive rights. Written declarations or intention to subscribed to above increase of authorized capital at the per value of P6.00 per share may be transmitted to the AG&P Corporate secretary at the 5th floor, SGV II Building, 6758 Ayala Avenue, Makati City. Because the Offering period is due to expire on 31 March 2000, AGPI has a standing request on AG&P to extend the same up to 15 April 2000 for AGPI stockholders who are numerous and have to be individually notified. The assignment of pre-emptive AGPI rights, which has the express acquiescence of the AG&P Board of Directors during its organizational meeting of 01 February 2000, was impelled by AGPI's avowed lack of financial capacity to exercise said rights and by the motivation to grant its stockholders the opportunity to individually exercise their proportionate share of those rights. In this way, the AGPI stockholders will have the unique opportunity to prevent indirect dilution by their direct exercise of an assigned right from AGPI, a listed company in which they have direct investments. aCTcDS