PSE Circular for Brokers No. 731-98

April 21, 1998 PSE CIRCULAR FOR BROKERS NO. 731-98 April 20, 1998 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 20, 1998 Date of Report (Date of earliest event reported) 2. SEC Identification Number 17514 3. BIR TIN 320-000-599-760 4. RIZAL COMMERCIAL BANKING CORPORATION Exact name of registrant as specified in its charter 5. Philippines 6. (Sec Use Only) Province, country or other jurisdiction of incorporation Industry Classification Code 7. 333 Sen. Gil J. Puyat Ave., Makati City 0727 Address of principal office Postal Code 8. 894-9000 Registrant's telephone number, including area code 9. Not Applicable Former name or former address, if changed since last report 10. Securities registered pursuant to Sections 4 and 8 of the RSA Number of Shares of Common Stock Title of Each Class Outstanding and Amt. of Debt O/S Common Stock, P10.00 par value 432,964,018 (as of 4/20/98) 11. Indicate the item numbers reported herein: Item 9 Item 9. Other Events This is the press release regarding the acquisition by RCBC of 996.6% ownership in Capitol Development Bank (CDB): RCBC ACQUIRES CAPITOL BANK Rizal Commercial Banking Corporation (RCBC) strengthened its position as one of the country's leading universal banks when it signed an agreement over the weekend with the major shareholders of Capitol Development Bank (CDB) to acquire 99.6% of the latter's shares. With the acquisition, RCBC fulfills its objective of diversifying into the fast growing consumer banking and small and medium scale industries sectors, to complement its current strengths in the corporate banking sector. RCBC intends to maintain Capitol as a wholly owned subsidiary to focus on these new markets. Signing the agreement were Alfonso S. Yuchengco III, Vice Chairman of RCBC, and Francisco A. Dizon, RCBC's President and Chief Executive Officer. Congressman Manuel B. Villar, Jr. signed on behalf of the Capitol Bank Shareholders. LLphil RCBC Chairman Cesar E. A. Virata witnessed the forging of the agreement, which enabled RCBC to gain control of Capitol Bank which is the country's largest private development bank with resources of P23 billion and total deposits of P19 billion as of year-end 1997 and a nationwide branch network of 113 offices. The bank has been growing consistently and operating profitably since the Villar Group took over in 1989. The acquisition therefore will enable the RCBC Group to boost its total resource base to P128 billion and expand significantly its overall branch network from 169 to 282 branches with total deposits of over P87 billion. The purchase also establishes a strategic alliance between RCBC and the Villar Group as RCBC can provide mortgage financing to the buyers of the low and medium cost housing that the Villar Group is known for. Congressman Villar said: "It was a difficult decision to sell since it meant divesting a profitable business. But right now, there is a need to concentrate on my core business, which is housing development". Last month, the Villar Group entered into a strategic partnership with the Ayala Group which agreed to acquire a 38% stake in C & P Homes, Inc., which is the largest mass housing developer in Southeast Asia. The acquisition is expected to be closed in 20 to 45 days after the completion of an acquisition due diligence audit and the approval of the Bangko Sentral ng Pilipinas is secured. 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. RIZAL COMMERCIAL BANKING CORP. Registrant (SGD.) MERLYN E. DUEAS Vice-President/ Head-Legal Department