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Ayala Land, Inc AYALA LAND, INC. P2,000,000,000= Short Term Commercial Paper Issue Issue Price: 100% of Face Value ___________________ Ayala Land, Inc. (“Ayala Land” or the “Issuer”) is authorized by the Securities and Exchange Commission to issue up to P2,000,000,000= worth of short-term commercial papers (the “STCPs”), composed of floating rate STCPs (“Floating Rate STCPs”) and fixed rate STCPs (“Fixed Rate STCPs”). The STCPs shall be issued on a staggered basis in two (2) or more tranches. The STCPs will carry interest based on market rates at the time of issuance and payable on the corresponding Interest Payment Date for the Floating Rate STCPs and on the Principal Repayment Date for the Fixed Rate STCPs. (See “Terms and Description of the STCPs – Interest Rate”). The STCPs shall be offered to the public (the “Offer”) at face value and in tranches through the Underwriter and the Selling Agents named below subject to certain conditions in the Issue Management and Underwriting Agreement executed between the Issuer and the Issue Manager/Underwriter. Trading of the STCPs will be done over-the-counter. The STCPs have been assigned a credit rating of PRS 1 by the Philippine Ratings Services Corporation (“PhilRatings”). A credit rating is not a recommendation to buy, sell, or hold the securities and may be subject to revision, suspension, or withdrawal at any time by PhilRatings. ___________________ Issue Manager / Underwriter Standard Chartered Bank Selling Agents PCI Capital Corporation SB Capital Investment Corporation The date of this Prospectus is September 13, 2004 The STCPs will be unsecured obligations of Ayala Land and will rank pari passu without any preference amongst themselves and at least pari passu with all other unsecured and unsubordinated obligations of Ayala Land, present and future, other than obligations preferred by law. The STCPs will be effectively subordinated in right of payment to all secured debt of Ayala Land to the extent of the value of the assets securing such debt and all debt that is evidenced by a public instrument under Article 2244(14) of the Civil Code of the Philippines. See “Risk Factors”. As of June 30, 2004, after giving effect to the Offering and the application of the net proceeds from the Offering, Ayala Land shall have P4.7= billion of secured indebtedness and P9.36= billion of unsecured indebtedness evidenced by a public instrument under Article 2244(14). Ayala Land expects that the net proceeds of the Offering will amount to approximately P1,980= million after fees and expenses of the Offering. Such proceeds are expected to fund payment of certain maturing obligations, operating expenses and purchase of inventories. See “Use of Proceeds”. The Issue Manager/Underwriter will receive 0.25% flat on the underwritten amount of the STCPs. Such amount shall be inclusive of underwriting, participation fees and fees of the Selling Agents. The commission shall be deductible from the net proceeds of the Offering on Issue Date. Ayala Land confirms that this Prospectus contains all information relating to the STCPs which is (in the context of the issue of the STCPs) material (including all information required by the applicable laws of the Republic of the Philippines). There are no other facts the omission of which would make any statement in this Prospectus misleading in any material respect. Ayala Land confirms that it has made all reasonable enquiries in respect of the information, data and analysis provided to it by its advisors and consultants or which is otherwise publicly available for inclusion into this Prospectus. Ayala Land, however, has not independently verified any such publicly available information, data or analysis. Neither the delivery of this Prospectus nor any sale made pursuant to the Offering shall, under any circumstance, create any implication that the information contained or referred to in this Prospectus is accurate as of any time subsequent to the date hereof. The Issue Manager/Underwriter and Selling Agents do not make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Prospectus. The contents of this Prospectus are not to be considered as legal, business or tax advice. Each prospective purchaser of the STCPs receiving a copy of this Prospectus acknowledges that he has not relied on the Issue Manager/Underwriter or Selling Agents in his investigation of the accuracy of such information or his investment decision. Prospective purchasers should consult their own counsel, accountants or other advisors as to legal, tax, business, financial and related aspects of a purchase of the STCPs. No dealer, salesman or other person has been authorized by Ayala Land, the Issue Manager/Underwriter and Selling Agents to give any information or to make any representation concerning the STCPs other than as contained herein and, if given or made, any such other information or representation should not be relied upon as having been authorized by Ayala Land, the Issue Manager/Underwriter or Selling Agents. The laws of certain jurisdictions may restrict the distribution of this Prospectus and the offer and sale of the STCPs. Persons into whose possession this Prospectus or any of the STCPs come must inform themselves about, and observe any such restrictions. Neither Ayala Land, the Issue Manager/Underwriter and the Selling Agents, nor any of its or their respective representatives are making any representation to any prospective purchaser of the STCPs of the legality of any i investment in the STCPs by such prospective purchaser under applicable legal investment or similar laws or regulations. ALL REGISTRATION REQUIREMENTS HAVE BEEN MET AND ALL INFORMATION CONTAINED HEREIN IS TRUE AND CURRENT. ii TABLE OF CONTENTS Page Forward-Looking Statements............................................................................... iv Definition of Terms............................................................................................... v Executive Summary............................................................................................. 1 Risk Factors......................................................................................................... 5 Terms and Description of the STCPs .................................................................. 12 Plan of Distribution............................................................................................... 19 Use of Proceeds .................................................................................................. 22 The Company Business ........................................................................................................ 23 Project Divisions ............................................................................................ 24 Strategy ......................................................................................................... 27 Competition.................................................................................................... 29 Landbank....................................................................................................... 29 Projects.......................................................................................................... 30 Take-Up Rates.......................................................................................... 33 Project and Capital Expenditures .................................................................. 34 Subsidiaries and Affiliates.............................................................................. 35 Joint Ventures................................................................................................ 36 Capitalization and Ownership........................................................................ 38 Dividends....................................................................................................... 38 Stock Price History ........................................................................................ 39 Directors and Executive Officers ................................................................... 39 Family Relationships................................................................................. 44 Involvement in Legal Proceedings............................................................ 44 Significant Employees .............................................................................. 44 Executive Compensation............................................................................... 44 Security Ownership of Management.............................................................. 46 Security Ownership of Certain Record and Beneficial Owners ..................... 46 Voting Trust Holders...................................................................................... 47 Stock Option Plans ........................................................................................ 47 Employees..................................................................................................... 48 Related Party Transactions ................................................................................. 49 Description of Certain Other Debt........................................................................ 52 Management’s Discussion & Analysis of Financial Condition and Results of Operation............................................................................................................. 53 Certain Legal Proceedings .................................................................................
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