PSE Circular for Brokers No. 1263-99

June 1, 1999 PSE CIRCULAR FOR BROKERS NO. 1263-99 May 28, 1999 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA 11 (a)-1 (b)(3) THEREUNDER 1. 28 May 1999 (Date of Report) 2. SEC Identification Number 163671 3. BIR Tax Identification No. 320-000-804-342 4. GUOCO HOLDINGS (PHILIPPINES), INC. Exact name of registrant as specified in its charter 5. Metro Manila, Philippines Province, country or other jurisdiction of incorporation 6. [ ] (SEC Use Only) Industry Classification Code 7. 17/F, BA-Lepanto Building, 8747 Paseo de Roxas, Makati City Address of Registrant's Principal Office 8. (632) 887-8700/01 Registrant's Telephone Number, including area code 9. Securities registered pursuant to Sections 4 and 8 of the RSA (As of 30 April 1999) Title of each Class Number of shares of Common Stock Outstanding and Amount of Debt Outstanding Common Shares 2,366,444,383 Preferred Shares 0 Loans Payable P5.6716 billion 10. Indicate the item numbers reported herein: Items 6 and 9 In compliance with the Disclosure Rules of the Securities & Exchange Commission, we wish to inform you that at the special meeting of the stockholders of Guoco Holdings (Philippines), Inc . (the "Corporation") held on 28 May 1999, the stockholders owning at least 2/3 of the outstanding capital stock of the Corporation approved the following resolutions: 1. Subject to the approval by the appropriate regulatory bodies or agencies, an amendment of the Articles of Incorporation to reflect the reduction in the Corporation's authorized capital stock from P3 billion (composed of P2.4 billion worth of common shares and P600 million Convertible Preferred Shares) to P2.4 billion Common Shares due to the retirement of its P600 million worth of Convertible Preferred Shares; LLpr 2. Subject to the approval of the appropriate regulatory bodies or agencies, the implementation of the Terms and Conditions of the U.S. Dollar Denominated Convertible Bonds to be issued by the Corporation of up to the equivalent of P1.5 billion: a. With respect to the early conversion features of the Convertible Bonds: the amendment of the articles of incorporation of the Corporation to effect the creation in one or several tranches depending on the exercise by the Bondholders of their conversion rights under the Convertible Bonds of up to P1.875 billion of the Preferred Shares having the features stated in the Terms and Conditions, the approval of the concomitant subscription to and full payment of the Preferred Shares by the Bondholders converting their Convertible Bonds, the declaration of a one-time stock divided of the Preferred Shares from the unrestricted retained earnings or additional paid-in capital of the Corporation (amounting to up to 375 million Preferred Shares), and the amendment of the articles of incorporation of the Corporation to effect the eventual reclassification or conversion of the Preferred shares into Common Shares; b. With respect to the regular conversion features of the Convertible Bonds, the amendment of the articles of incorporation of the Corporation to effect the creation of up to P1.875 billion common shares into which the Convertible Bonds will be converted as may be applied for by the converting Bondholders, and the approval of the optional or mandatory subscription to so much of the Common Shares by the Bondholders through conversion of their Convertible Bonds; c. With respect to the redeemability features of the Convertible Bonds, the approval of the redemption of the convertible Bonds made in accordance with the Terms and Conditions; d. To apply for listing and trading of the underlying Common Shares. 3. Renewal of the Management Agreements between the Corporation and its subsidiaries namely: Guoco Ceramics, Inc., Guoco Property Development, Inc. and Tutuban Properties, Inc.. Under the Management Agreement, the Corporation will receive a management fee equivalent to 15% of the net profit before income tax of each subsidiary. cdll 4. Ratification of the Management Agreement between the Corporation and First Lepanto-Taisho insurance Corporation (FLTIC) dated 12 May 1998. Under the Management Agreement, the Corporation will receive a management fee equivalent to 15% of the net profit before income tax of FLTIC GUOCO HOLDINGS (PHILIPPINES), INC. By: (SGD.) DAISY L. PARKER Corporate Secretary