Wiltshire File Co., Inc.

June 20, 1988 Wiltshire File Co.,Inc. c/o Angara Abello Concepcion Regala & Cruz 5th Flr.,ACCRA Bldg.,Gamboa St., Legaspi Village, Makati, Metro Manila Sirs : This refers to your amended articles of incorporation shortening its term of existence up to June 30, 1987. LibLex It appears from the records that Wiltshire Manufacturing Corporation was registered with this Commission on March 22, 1976, "to manufacture, sell at wholesale, import, indent, export and otherwise deal in metal files and other tools; to acquire, hold, use and lease all machineries, patents, apparatus equipment and facilities pertaining to and for the use of said business." Its authorized capital stock is Two Hundred Thousand (P200,000) Pesos divided into twenty thousand (20,000) shares with a par value of Ten Pesos (P10.00) per share. On August 16, 1976, it increased its authorized capital stock to P15,000,000.00 divided into 1,423,854 Common Shares, 44,700 Class "A" Preferred Shares and 31,446 Class "B" Preferred Shares all at the par value of P10.00 each. It likewise changed its corporate name to Wiltshire File Co.,Inc.,on September 19, 1979 along with the aforequoted Article VII. The certificate of amended articles of incorporation was issued on December 18, 1979. On June 9, 1987, an amended articles of incorporation shortening its term of existence up to June 30, 1987 was filed with this Commission. There is, however, a report of SGV & CO. mentioned in the Examiners Report regarding the pending litigations of labor cases, as for instance the case of Vicente Ong which amounts to P568,035.062. The labor arbiter on March 11, 1987 ordered the company to pay was taken up as an expense and corresponding liability was accrued. As to the other cases, the company is contesting the claims of the claimants. It should be noted that under Articles 2241 and 2242 of the Civil Code claims of laborers are considered preferred. Considering the foregoing, the Commission En Banc in its meeting of June 2, 1988 decided to disapprove the amended articles of incorporation of subject corporation. Instead two (2) options were given to the Corporation: 1. To secure the consent of the creditors to the dissolution of the corporation, or 2. To file a petition for dissolution in accordance with Sec. 119 of the Corporation Code, quoted hereunder: "SECTION 119. Voluntary dissolution where creditors are affected . Where the dissolution of a corporation may prejudice the rights of any creditor, a petition for dissolution of a corporation shall be filed with the Securities and Exchange Commission. The petition shall be signed by a majority of its board of directors or trustees or other officers having the management of its affairs, verified by its president or secretary or one of its directors or trustees, and shall set forth all claims and demands against it, and that its dissolution was resolved upon by the affirmative vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock or by at least two-thirds (2/3) of the members, at a meeting of its stockholders or members called for that purpose. If the petition is sufficient in form and substance, the Commission, by an order reciting the purpose of the petition, shall fix a date on or before which objections thereto may be filed by any person, which date shall not be less than thirty (30) days nor more than sixty (60) days after the entry of the order. Before such date, a copy of the order shall be published at least once a week for three (3) consecutive weeks in a newspaper of general circulation published in the municipality or city where the principal office of the corporation is situated, or if there be no such newspaper, then in a newspaper of general circulation in the Philippines, and a similar copy shall be posted for three (3) consecutive weeks in three (3) public places in such municipality or city. Upon five (5) days notice, given after the date on which the right to file objections as fixed in the order has expired, the Commission shall proceed to hear the petition and try any issue made by the objections filed; and if no such objection is sufficient, and the material allegations of the petition are true, it shall render judgment dissolving the corporation and directing such disposition of its assets as justice requires, and may appoint a receiver to collect such assets and pay the debts of the corporation." Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman