COMPROMISE CITED ON SAN MIGUEL SHARES

  &lt;San Miguel Corp>, SMC, and &lt;United
  Coconut Planters Bank>, UCPB, have reached a compromise on a
  disputed block of 38.1 mln shares of SMC, the head of a
  government panel that controls the sequestered shares said.
      Ramon Diaz, Chairman of the Presidential Commission on Good
  Government (PCGG) told Reuters SMC had offered a price of 126
  pesos per share for the block, held in trust by the UCPB.
      "It looks good," Diaz said. But he added several issues,
  including the identity of the ultimate buyers of the shares,
  had to be resolved before the PCGG gave its approval to the
  sale.
      The PCGG's sequestration last year of 33 mln shares aborted
  SMC's bid to buy them back from 14 trading companies in the
  UCPB group. The commission said it suspected the shares were
  actually controlled by Eduardo Cojuangco, an associate of
  former President Ferdinand Marcos.
      Cojuango, who headed the boards of both SMC and UCPB when
  he fled last year after Marcos was toppled, personally owned 24
  mln shares in SMC. His holdings are also under sequestration.
      "The shares that SMC now proposes to buy from the UCPB are
  owned by 1.4 mln coconut farmers," Diaz said. "Naturally we do
  not want them to go back into the hands of Marcos cronies."
      PCGG sources said a compromise would end a row over a down
  payment of 500 mln pesos made by SMC's Hong Kong subsidiary
  Neptunia Corp Ltd in a bid to buy back the shares last year.
      The UCPB had said the 500 mln peso payment would be
  forfeited because SMC Chairman Andres Soriano III had failed to
  fulfil his commitment to buy back the shares at an originally
  negotiated price of 3.3 billion pesos.
      PCGG sources said SMC, the Philippines' largest food and
  beverage manufacturer, has agreed to sell 14 mln "B" class shares
  from the 38.1 mln shares to Australian brewer Alan Bond at a
  price of 150 pesos per share.
      The PCGG sources said of the proposed 4.79 billion peso
  transaction, 1.6 billion pesos would be offset against the 500
  mln peso down payment, the 500 mln pesos worth of preferred
  shares in UCPB held by SMC, 210 mln pesos in uncollected
  dividends on the UCPB shares and 400 mln pesos advanced to
  UCPB-controlled trading companies.
      The UCPB rejected an original offer of 100 pesos per share
  made by SMC for 33 mln shares, which grew to 38 mln after a 15
  pct stock dividend declared in June last year.
      A spokesman for SMC said the company's 15-member board met
  today to discuss the proposed compromise.
      The spokesman declined comment on the outcome of the board
  meeting, saying the dispute was under arbitration.
      President Corazon Aquino last month asked SMC and UCPB to
  set up a three-man arbitration panel to resolve the ownership
  issue. The panel is due to submit its report by April 15.
      Eduardo de Los Angeles, a government nominee in the SMC
  board, filed a formal complaint before the Securities and
  Exchange Commission last week, accusing Soriano and eight other
  directors of violating "fiduciary duty."
      De Los Angeles was said to have opposed a decision by SMC's
  board last December to assume the 500 mln peso Neptunia loan.
  

