Merger of Monterey Farms Corporation and San Miguel Properties Phils., Inc.

February 10, 1998 PSE CIRCULAR FOR BROKERS NO. 085-98 SUBJECT : Merger of Monterey Farms Corporation and San Miguel Properties Phils . , Inc . Monterey Farms Corporation (MFC) informed the Exchange in a letter dated February 2, 1998, that the Securities and Exchange Commission (SEC) approved the merger of MFC and San Miguel Properties Phils., Inc., with MFC as the surviving company. The merged entity will be known as "Monterey-San Miguel Properties, Inc." Furthermore, SEC also approved the following Amendments to the Articles of Incorporation of the merged entity, Monterey-San Miguel Properties, Inc.: Article I Change in primary purpose from the food to the real estate business Article VII Declassification of Class "A" and "B" common shares into a single class The abovementioned declassification, reclassification and the new name of the merged entity will be reflected in the computer system of the Exchange (electronic board and ticker) on Friday, February 13, 1998 . The stock symbol of the merged entity will be announced later pending further advice from MFC. For your information. (SGD.) MARIA ISABEL T. GARCIA Head, Listings & Disclosures Group