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PRESIDENTIAL DECREE NO. 1963
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PRESIDENTIAL DECREE NO. 1963 -
FURTHER AMENDING PRESIDENTIAL DECREE NO. 694, AS AMENDED, OTHERWISE
KNOWN AS THE 1975 REVISED CHARTER OF THE PHILIPPINE NATIONAL BANK
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chanroblesvirtualawlibrary
WHEREAS,
the Charter of the Philippine National Bank was amended by Presidential
Decree No. 1478 to strengthen the Bank with regard to its assigned role
of providing the necessary financing for the economic development of
the country; chanroblesvirtualawlibrary
WHEREAS, the current economic crisis amounts to a grave emergency which
affects the stability of the nation and requires immediate action;chanroblesvirtualawlibrary
WHEREAS, the issuance of this Decree is an essential and necessary
component of the National Economic Recovery Program formulated to meet
and overcome the emergency.
NOW, THEREFORE, I, FERDINAND E. MARCOS, President of the Philippines,
by virtue of the powers vested in me by the Constitution, do hereby
decree and order the following: chanroblesvirtualawlibrary
Section 1. Section 4 of Presidential Decree No. 694,
as amended, otherwise known as the 1975 Revised Charter of the
Philippine National Bank, is hereby further amended to read as follows:cralaw:red
"Sec. 4. Authorized Capital Stock — Par Value —
Government Subscription and Payment — Sale of Shares. — The authorized
capital stock of the Bank shall be further increased to Twenty-Five
Billion Pesos to be divided into two hundred fifty million shares at
par value of One Hundred Pesos each. The Government shall fully
subscribe and pay for the whole increase, subject to the exercise of
pre-emptive rights by existing private stockholders. Payment for the
additional capital contribution by the Government shall be made as
follows:cralaw:red
a. Fifty per centum (50%) in the form of cash which
is hereby appropriated from funds in the National Treasury not
otherwise appropriated, to be applied to the full payment of the
corresponding shares of common stock subscribed by the Government.
b. Fifty per centum (50%) in the form of the amount
of taxes due to the National Government which is likewise hereby
appropriated under this Decree on income or other transactions of the
Bank to be automatically applied to the payment of the balance of the
subscription by the Government, beginning with the calendar year 1985.
The Bank's authorized capital stock shall be divided into the following
classes of shares: chanroblesvirtualawlibrary
a. Preferred "A" shares which shall consist of one
million shares available for sale to or subscription by the general
public. These shares shall have the following features:cralaw:red
1. preferred as to dividends at ten percent (10%);chanroblesvirtualawlibrary
2. cumulative;chanroblesvirtualawlibrary
3. participating;chanroblesvirtualawlibrary
4. non-voting;chanroblesvirtualawlibrary
5. dividends thereon shall be exempt from income tax;chanroblesvirtualawlibrary
6. redeemable at the option of the Bank at the
prevailing book value but in no case less than par after five (5) years
from issuance thereof; and
7. convertible to common shares at the option of the
holder in case the Bank fails to pay dividends thereon for two
consecutive years; Provided, however that if the holder thereof
signifies his intention to convert the Preferred "A" shares to Common
shares, the Bank may, at its option, redeem said shares even before the
lapse of five (5) years counted from date of their issuance.
b. Preferred "B" shares which shall consist of two
million shares available for sale to or subscription by citizens of the
Philippines only. These shares shall have the following features:cralaw:red
1. preferred as to dividends;chanroblesvirtualawlibrary
2. cumulative;chanroblesvirtualawlibrary
3. participating;chanroblesvirtualawlibrary
4. non-voting;chanroblesvirtualawlibrary
5. dividends thereon shall be exempt from income tax;
and
6. convertible to Common at the option of the holder
in case the Bank fails to pay dividends thereon for two consecutive
years.
c. Common "A" shares which shall consist of five
hundred thousand (500,000) shares exclusively available for
subscription at par by officers and employees of the Bank. These shares
shall have the following features:cralaw:red
1. preferred as to dividends;chanroblesvirtualawlibrary
2. cumulative;chanroblesvirtualawlibrary
3. participating;chanroblesvirtualawlibrary
4. voting;chanroblesvirtualawlibrary
5. dividends thereon shall be exempt from income tax;
and
6. non-transferable except to qualified holders as
herein provided.
Transfer of any kind, including that by hereditary succession, to any
person other than officers or employees of the Bank shall not be valid
and shall not be registered in the books of the Bank. Moreover, such
transfer shall give rise to the Bank's right to acquire the shares so
transferred at par. The Board of Directors of the Bank shall prescribe
the terms and conditions for the distribution of Common "A" shares to
officers and employees of the Bank as well as for the Bank's
reacquisition of said shares from the holders thereof upon their
separation from the Bank or upon the transfer of said shares to any
person other than officers or employees of the Bank.
d. The remaining balance of the authorized capital
stock shall be in common shares.
The Board of Directors of the Bank may, at its discretion, increase the
number of any of the preferred shares as well as the Common "A" shares
by converting outstanding Common shares, if there are any available, to
such shares desired to be increased. Said increase shall be subject to
the approval of the President of the Philippines upon recommendation of
the Minister of Finance. The Bank may take the necessary steps to have
its preferred shares listed in any duly registered stock
exchange. chanroblesvirtualawlibrary
Existing private stockholders may excise their pre-emptive rights;
Provided, that they shall only have a period of ninety (90) days within
which to exercise such right with respect to the increase in capital
stock and the common shares unsubscribed by said private stockholders
shall then be automatically subscribed and paid for by the National
Government.
The Bank is also authorized to purchase its own shares that are held
privately.
Holders of the Land Bank bonds may, under such terms and conditions as
may be prescribed by the Board of Directors of the Bank, exchange such
bonds, for shares of the Bank offered for sale to the public."
Section 2. This Decree shall take effect immediately.
DONE in the City of Manila,
this 11th day of January, in the year of Our Lord, nineteen hundred and
eighty-five.
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