SECURITIES AND EXCHANGE COMMISSION

SEC FORM 12-1, AS AMENDED

REGISTRATION STATEMENT UNDER THE SECURITIES REGULATION CODE

GENERAL INSTRUCTIONS
1. 2. The Form 12-1 shall be used for registration of securities that are to be sold or offered for sale pursuant to Sections 8 and 12 of the Code. Attention is directed to the following Rules under the Code which pertain to the registration of securities under Sections 8 and 12 thereof filings of periodic and current reports under Section 1! pro"# solicitations under Section 2$ officer and principal stoc%holder filings under Sections 18 and 2& and financial statements re'uired b# Section (8 thereof. )a* )b* )d* )l* )f* )m* )n* )%* )o* )p* )'* &. SRC Rule 8.1 SRC Rule 8.& SRC Rule 12.1 SRC Rule 12.2 SRC Rule 1& SRC Rule 1+ SRC Rule 1!.1 SRC Rule 18.1 SRC Rule 2$ SRC Rule (8 AS A,-./-/ SRC Rule !2.1

Attention is particularl# directed to SRC Rule 12.1 for the re'uirements applicable to the content of the non-financial statement portions of registration statements under the Code and SRC Rule (8 as amended for the content of financial statement portions of registration statements. 0here S-C Form 12-1 directs the registrant to furnish information re'uired b# SRC Rule 12.1 and 1Anne" C as amended2 thereof and the item of that Rule so pro3ides information need onl# be furnished to the e"tent appropriate. 4rior to preparation of their filings registrants should also re3iew the pro3isions of SRC Rule !2.1 56eneral Rules and Regulations For Filing of S-C Forms 0ith the Securities and -"change Commission.5 /efinitions contained in 1Anne" 72 and SRC Rule (8 as amended to the e"tent the# are not defined herein shall go3ern the meanings of similar terms used herein. The registration statement shall be signed b# the registrant8s principal e"ecuti3e officer its principal operating officer its principal financial officer its controller its principal accounting officer its corporate secretar# or persons performing similar functions. 9f the registrant is a foreign person the registration statement shall also be signed b# its resident agent in the 4hilippines. The name of each person who signs the registration statement shall be t#ped or printed beneath his signature. An# person who occupies more than one of the specified positions shall indicate the capacit# in which he signs the registration statement. At least one cop# of the documents filed shall be manuall# signed and the unsigned copies shall be conformed. -3er# amendment to a registration statement shall be signed b# the persons specified in Section 12.+ of the Code or b# an# e"ecuti3e officer dul# authori;ed b# the 7oard of /irectors. The final 1

+.

:.

(.

189823008.doc (Instructions) February 2001

registration statement and the final prospectus shall howe3er be signed b# all re'uired signatories under Section 12.+ of the Code. !. 8. Three )&* copies of the complete Form 12-1 shall be filed including e"hibits and all other papers and documents filed as part thereof. 9n case of 3oluntar# withdrawal of a registration statement fift# percent ):$<* of the filing fee shall be forfeited and not be allowed for future application. .o pre-e3aluation shall be conducted on the registration statement prior to filing and the Commission ma# re=ect an# application for registration for technicalities. 9n the e3ent that the registration statement is re=ected pursuant to Section 1& of the Code the filing fee paid thereon shall be forfeited.

>.

189823008.doc (Instructions) February 2001

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 12-1, AS AMENDED

REGISTRATION STATEMENT UNDER THE SECURITIES REGULATION CODE 1. S-C 9dentification .umber ................................ 2. .......................................................................................... -"act name of registrant as specified in its charter &. ................................................................. 4ro3ince countr# or other =urisdiction of incorporation or organi;ation +. ............................................... 79R Ta" 9dentification .umber

:. .......................................................................................... 6eneral character of business of registrant. (. 9ndustr# Classification Code? )S-C @se Anl#*

!. .......................................................................................... Address including postal code telephone number FAB number including area code of registrantCs principal offices 8. .......................................................................................... 9f registrant is not resident in the 4hilippines or its principal business is outside the 4hilippines state name and address including postal code telephone number and FAB number including area code and email address of resident agent in the 4hilippines. >. Fiscal Dear -nding /ate ),onth and /a#* ? ................................. Computation of R !i"t#ation F Title of each class of securities to be registered Amount to be registered 4roposed ,a"imum offering price per unit 4roposed ma"imum aggregate offering price Amount of registration fee

Registration Statements filed pursuant to Section 12 of the Code shall be accompanied b# a fee as follows? ,a"imum aggregate price of securities to be offered .ot more than 4:$$ ,illion 189823008.doc (Instructions) February 2001 Amount of filing fee $.1$< of the ma"imum aggregate price of the &

,ore than 4:$$ ,illion but not more than 4!:$ ,illion ,ore than 4!:$ ,illion but not more than 41 7illion ,ore than 41 7illion

securities to be offered 4:$$ $$$ plus $.$!:< of the e"cess o3er 4:$$ ,illion 4(8! :$$ plus $.$:< of the e"cess o3er 4!:$ ,illion 4812 :$$ plus $.$2:< of the e"cess o3er 41 7illion

9n the case of warrants which ha3e no issue 3alue the filing fee shall be 4:$ $$$. A legal research fee of 1< of the filing fee paid for filings made pursuant to SRC Rule 8.1 shall also be paid at the time of the filing. $ART I - INFORMATION RE%UIRED IN $ROS$ECTUS It m 1. Front of the Registration Statement and Autside Front Co3er 4age of 4rospectus.

Set forth in the front of the registration statement and on the outside front co3er page of the prospectus the information re'uired b# 4art E9 paragraph )A* of 1Anne" C as amended2. It m 2. 9nside Front Co3er and First Two or ,ore 4ages of 4rospectus.

Set forth on the inside front co3er page of the prospectus and the first two or more pages the information re'uired b# 4art E9 paragraph )7* of 1Anne" C as amended2. It m &' Ris% Factors and Ather 9nformation

Furnish the information re'uired b# 4art E9 paragraph )C* and )/* of 1Anne" C as amended2. It m (' @se of 4roceeds.

Furnish the information re'uired b# 4art E9 paragraph )-* of 1Anne" C as amended2. It m )' /etermination of Affering 4rice.

Furnish the information re'uired b# 4art E9 paragraph )F* of 1Anne" C as amended2. It m *' /ilution.

Furnish the information re'uired b# 4art E9 paragraph )6* of 1Anne" C as amended2. It m +' Selling Securit# Folders.

Furnish the information re'uired b# 4art E9 paragraph )F* of 1Anne" C as amended2. It m ,. 4lan of /istribution.

Furnish the information re'uired b# 4art E9 paragraphs )9* )G* and )H* of 1Anne" C as amended2. It m -' /escription of Securities to 7e Registered.

Furnish the information re'uired b# 4art 99 paragraph )7* of 1Anne" C as amended2. 189823008.doc (Instructions) February 2001 +

It m 1.'

9nterests of .amed -"perts and 9ndependent Counsel.

Furnish the information re'uired b# 4art E9 paragraph )I* of 1Anne" C as amended2. It m 11' 9nformation with Respect to the Registrant.

Furnish the following information with respect to the registrant? )a* )b* )c* )d* 9nformation re'uired b# 4art 9 paragraph )A* of 1Anne" C as amended2 /escription of 7usinessJ 9nformation re'uired b# 4art 9 paragraph )7* of 1Anne" C as amended2 /escription of 4ropert#J 9nformation re'uired b# 4art 9 paragraph )C* of 1Anne" C as amended2 Iegal 4roceedingsJ 0here common e'uit# securities are being offered information re'uired b# 4art 99 paragraph )A*)1* through )+* of 1Anne" C as amended2 ,ar%et 4rice of and /i3idends on the RegistrantCs Common -'uit# and Related Stoc%holder ,attersJ 9nformation re'uired b# 4art 999 paragraph )A* of 1Anne" C as amended2 ,anagementCs /iscussion and Anal#sis or 4lan of AperationJ 9nformation re'uired b# 4art 999 paragraph )7* of 1Anne" C as amended2 Changes in and /isagreements 0ith Accountants An Accounting and Financial /isclosureJ 9nformation re'uired b# 4art 9E paragraph )A* of 1Anne" C as amended2 /irectors -"ecuti3e Afficers 4romoters and Control 4ersonsJ 9nformation re'uired b# 4art 9E paragraph )7* of 1Anne" C as amended2 -"ecuti3e CompensationJ 9nformation re'uired b# 4art 9E paragraph )C* of 1Anne" C as amended2 Securit# Awnership of Certain Record and 7eneficial Awners and ,anagementJ 9nformation re'uired b# 4art 9E Section )/* of 1Anne" C as amended2 Certain Relationships and Related Transactions. Financial 9nformation

)e* )f* )g* )h* )i* )=* It m 12'

Furnish financial information as re'uired b# SRC Rule (8. $ART II - INFORMATION INCLUDED IN REGISTRATION STATEMENT /UT NOT RE%UIRED IN $ROS$ECTUS It m 1&' Ather -"penses of 9ssuance and /istribution.

Furnish the information re'uired b# 4art E9 paragraph ),* of 1Anne" C as amended2. It m 1(' -"hibits. :

189823008.doc (Instructions) February 2001

Furnish or incorporate b# reference the e"hibits re'uired b# 4art E99 of 1Anne" C as amended2.

It m 1)' Furnish an# other document the omission of which will render the foregoing material facts or an# other part of the Registration Statement misleading. SIGNATURES 4ursuant to the re'uirements of the Code this registration statement is signed on behalf of the registrant b# the undersigned thereunto dul# authori;ed in the Cit# of KKKKKKKKKKKKKKKKKKKKKKKKonKKKKKKKKKK 2$KK.

7#? KKKKKKKKKKKKKKKKKKKKKK 4rincipal -"ecuti3e Afficer KKKKKKKKKKKKKKKKKKKKKK 4rincipal Aperating Afficer KKKKKKKKKKKKKKKKKKKKKK 4rincipal Financial Afficer KKKKKKKKKKKKKKKKKKKKKKK Comptroller KKKKKKKKKKKKKKKKKKKKKKKK Corporate Secretar# KKKKKKKKKKKKKKKKKKKKKKKKK 4rincipal Accounting Afficer

SU/SCRI/ED AND S0ORN to before me this KKKKK da# of KKKKKKKKK 2$$KK affiant)s* e"hibiting to me hisLtheir Residence Certificates as follows?

NAMES

1RES' CERT'NO'

DATE OF ISSUE

$LACE OF ISSUE KKKKKKKKKKKKKKKK KKKKKKKKKKKKKKKK KKKKKKKKKKKKKKKK

KKKKKKKKKKKKKKKKKKKK KKKKKKKKKKKKKKKKKKKK KKKKKKKKKKKKKKKKKKKK

KKKKKKKKKKKKKKKKKKKKKKKKKKKK KKKKKKKKKKKKKKKKKKKKKKKKKKKK KKKKKKKKKKKKKKKKKKKKKKKKKKKK

2222222222222222222222 Nota#3 $u45i6

189823008.doc (Instructions) February 2001

189823008.doc (Instructions) February 2001