PSE Circular for Brokers No. 935-98

May 6, 1998 PSE CIRCULAR FOR BROKERS NO. 935-98 THE SECURITIES AND EXCHANGE COMMISSION Mandaluyong City AMENDED SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND THE RSA RULE 11(a)-1(b)(3) THEREUNDER 1. March 17, 1998 Date of Report (Date of earliest event reported) 2. SEC Registration No. AS093004369 3. BIR TIN. 002-825-058 4. Benpres Holdings Corporation Exact name of registrant as specified in its Articles of Incorporation 5. Metro Manila Place of incorporation 6. Industry Classification Code 7. 5th Floor Benpres Building, Exchange Road cor. Meralco Ave. Pasig City Address of principal office 8. 631 3111 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 Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common Shares 4,573,982,518 shares P4,573,982,518.00 Long Term Commercial Paper P3,000,000,000.00 11. Indicate Item numbers reported herein: Item 9. Other Events Benpres Holdings Corporation, today, received approval from the National Telecommunications Commission for the transfer of its shares in ABS-CBN Broadcasting Corporation to Lopez, Inc. NTC approval is required for the transfer of more than 40% of the outstanding capital stock of a public utility. Benpres owns 553,457,304 shares in ABS-CBN representing 70.99% of its issued and outstanding capital stock. Benpres also owns 1,000,000 common shares in Sky Vision Corporation representing 20% of Sky Vision Corporations' authorized capital stock. Benpres intends to transfer its shares in ABS-CBN and Sky Vision to Lopez, Inc. in exchange for convertible and non-convertible notes. The consideration for the transfer of ABS-CBN shares will be based on the market value of the shares which as of January 24, 1998 amounted to about P9 billion. The Sky Vision shares will be transferred at its book value. cdlex The transfer will cause Benpres Holdings Corporation to no longer include ABS-CBN's results in its consolidated financial results and it will no longer account for its investment in Sky Vision on equity basis . After the transfer, only interest payment on the notes of Lopez will be taken into income by Benpres . Benpres intends to present pro forma financial information for all future periods that treat ABS-CBN and Sky Vision as if the notes had been exchanged for interests in those companies . Such pro forma financial information would effectively present Benpres financial results as if ABS-CBN continued to be consolidated with Benpres and Sky Vision continued to be accounted for on an equity basis . BENPRES HOLDINGS CORPORATION Registrant By: (SGD.) J. XAVIER B. GONZALES Chief Operating Officer and Chief Finance Officer