MORNBFI Vol. 1 - Planters Development Bank

APP. Q-808.12.31d. Schedules A to L based onSubsection c above, in the form attachedas Annex "A";e. Income statements for theimmediate past three (3) fiscal yearsaudited by an independent certified publicaccountant: Provided, That if the applicanthas been in operation for less than three(3) years, it shall submit income statementsfor such number of years that it has beenin operation;f. An underwriting agreement forthe long-term commercial paper issueswith an expanded commercial bank or aninvestment house, or any other FI whichmay be qualified subsequently by the BSPwith minimum condition, among others,that the underwriter and the issuer shall bejointly responsible for complying with allreportorial requirements of the SEC andthe BSP in connection with the long-termcommercial paper issue, it beingunderstood that the primary responsibilityfor the submission of the report to theseregulatory agencies is upon theunderwriting agreement and thereafter,the responsibility shall devolve upon thisissuer: Provided, however, That if the issueris unable to provide the informationnecessary to meet such reportorialrequirements, the underwriter shall, notlater than two (2) working days prior tothe date when the report is due, notify theSEC of such inability on the part of theissuer: Provided, further, That if theunderwriting agreement is with a groupcomposed of expanded commercial banksand/or investment houses or any FIswhich may be qualified subsequently bythe BSP, there shall be a syndicate manageracting and responsible for the group:Provided, finally, That the underwriter maybe changed subject to prior approval by theSEC;g. A typewritten copy of apreliminary prospectus approved by theapplicant's Board of Directors which,among others, shall contain the following:1) A statement printed in red on theleft-hand margin of the front page, to wit:"A registration statement relating tothese long-term commercial papers hasbeen filed with, but has not yet beenapproved by, the SEC. Informationcontained herein is subject to completionor amendment. These long-termcommercial papers may not be sold normay offers to buy be accepted prior tothe approval of the registration statement.This preliminary prospectus shall notconstitute an offer to buy nor shall therebe any sale of these long-termcommercial papers in the Philippines assuch offer, solicitation, or sale isprohibited prior to registration under theRevised Securities Act."2) Aggregate maximum amountapplied for, stated on the front page of theprospectus;3) Description and nature of theapplicant's business;4) Intended use of proceeds;5) Provisions in the underwritingagreement, naming the underwriter and itsresponsibilities in connection with, amongothers, the reportorial requirements underthese Rules;6) Other obligations of the applicantclassified by maturities - maturing within six(6) months; from six (6) months to one (1)year; and one (1) year and past-due amounts;7) List of assets which areencumbered, restricted, or earmarked forany other purposes;8) List of directors, officers, andstockholders owning two percent (2%) ormore of the total outstanding voting stockof the corporation, indicating any advanceto said directors, officers, and stockholders;9) List of entities where it owns morethan thirty three and one third percent (331/3%) of the total outstanding voting stock,as well as borrowings from, and advancesto, said entities.Manual of Regulations for Non-Bank Financial InstitutionsQ RegulationsAppendix Q-8 - Page 3