Mr. Frank Macandog

April 27, 1988 Mr. Frank Macandog 2229 NE 197th PL Seattle, Washington U.S.A. 98155 Sir: This refers to your letter, dated February 7, 1988, requesting the assistance of the Commission in connection with your shareholdings in '"University of Nueva Caceres". It appears therein that you own six (6) shares of stock of "University of Nueva Caceres". That you were never furnished a copy of the financial statements of the school, and that your offer to sell your shares to the corporation has been flatly refused by the treasurer thereof. Hence, your request for assistance in this regard. Our records show that University of Nueva Caceres (Formerly: Nueva Caceres College) was incorporated in this Commission on May 18, 1948. Its original authorized capital stock amounted to P200,000.00 divided into 2,000 shares of the par value of P100.00 each. At a stockholders' meeting of April 2, 1984, the authorized capital stock of the corporation was increased from P200,000,00 to P3,000,000.00 divided into 30,000 shares of the par value of P100.00 each. The corresponding certificate of filing of certificate of increase of capital stock was issued by the Commission on April 20, 1987. The book value of the shares of University of Nueva Caceres as appearing in its audited Financial statements as of March 31, 1986 amounts to P375.95 per share (Appraisal surplus not considered), or P889.19 per share (appraisal surplus considered). In connection with your allegation that the treasurer of Nueva Caceres flatly refused your offer to sell your shares to the corporation, please be informed that, while it is within the power of the corporation to purchase or acquire its own shares to pursue a legitimate corporate purpose or purposes out of the unrestricted retained earnings of the corporation, the exercise of such power is within the discretion of the board of directors. The stockholder does not have the right to demand refund of his investment conformably to the general rule that the subscription to the capital stock of a corporation constitutes a trust fund for the benefit of the creditors. Regarding your allegation that as a stockholder, you never received a copy of the financial statements of University of Nueva Caceres, please be informed that on even date, the attention of said school has been called or, this matter. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman