Securities And Exchange Commission Sec Form 11-C

February 3, 1998 PSE CIRCULAR FOR BROKERS NO. 031-98 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a)-1(b)(3) THEREUNDER 1. February 1, 1998 Date of Report (Date of earliest event reported) 2. SEC Identification No. AS094-8678 3. BIR Tax Identification No. D80-003-978-254-NV 4. WATERFRONT PHILIPPINES, INCORPORATED Exact name of registrant as specified in its charter 5. Philippines 6. [ ] (SEC Use Only) Province, Country or other jurisdiction Industry Classification Code of incorporation or organization 7. No. 1, Airport Road, Lapu-Lapu City, Province of Cebu 6015 Address of principal office Postal Code 8. 6332/3404888 Registrant's telephone number, including area code 9. Not Applicable Former name, former address, and former fiscal year, if changed since last report 10. Securities registered pursuant to Sections 4 and 8 of the RSA Number of Shares of Common Stock Title of Each Class outstanding and Amount of Debt Outstanding Common stock, P1.00 par value 961,315,000 11. Indicate the item numbers reported herein: Item 4 Item 1. Changes in Control of Registrant Not Applicable Item 2. Acquisition or Disposition of Assets Not Applicable Item 3. Changes in Registrant's Certifying Accountant Not Applicable Item 4. Resignation, Removal or Election of Registrant's Directors or Officers The Board of Directors has resolved to accept Mr. Tan Hee Teck's resignation as a Director and Chief Executive Officer of the Company with effect from 31 January 1998. Mr. Yeoh Cheaw Tau was elected Executive Director of the Company with effect from February 1, 1998 to replace Mr. Tan Hee Teck and Mr. Yeoh will serve for the unexpired term of Mr. Tan until his successor shall have been elected and qualified. Mr. Yeoh, aged 46, has a Bachelor of Engineering (Honours Second Upper) degree from University of Malaya and a Master of Business Administration from University of Abertay Dundee, United Kingdom. He is a professional engineer with corporate membership in the Institution of Civil, Structural and Water Engineers, United Kingdom. He has 20 years experience in the design, planning and implementation of construction projects. He served in the Malaysian Army, Royal Engineers Regiment for 9 years implementing various military projects. He retired from the Army with the rank of Major. Prior to joining the group, he worked as Senior Project Manager in Resorts World Berhad, Genting Group implementing the latest development plan of casino, hotels, indoor and outdoor theme parks. Item 5. Legal Proceedings Not Applicable Item 6. Changes in Securities Not Applicable Item 7. Defaults Upon Senior Securities Not Applicable Item 8. Change in Fiscal Year Not Applicable Item 9. Other Events Not Applicable Item 10. Financial Statements and Exhibits Not Applicable SIGNATURES Pursuant to the requirements of the Revised Securities Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. (SGD.) CHUA MA YU CHAIRMAN/PRESIDENT WATERFRONT PHILIPPINES, INC .