PSE Circular for Brokers No. 1440-99

June 18, 1999 PSE CIRCULAR FOR BROKERS NO. 1440-99 June 18, 1999 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. 18 June 1999 Date of Report 2. SEC Identification Number: 167423 3. BIR Tax Identification Number: 320-000-477-103 4. MEGAWORLD PROPERTIES & HOLDINGS, INC. Exact name of registrant as specified in its charter 5. Metro Manila Province, Country or other jurisdiction of incorporation or organization 6. (SEC Use Only) Industry Classification Code 7. 28th Floor, The World Centre 330 Sen. Gil J. Puyat Avenue Makati City, Philippines 1227 Address of principal office 8. (632) 867-8826 to 40 Registrant's telephone number, including area code 9. Securities registered pursuant to Sections 4 and 8 of the Revised Securities Act Title of Class Number of Shares of Stock Outstanding Common 4,291,229,506 10. Item 4, 9(a)(1)(A), and 9(b) During the Company's annual stockholders' meeting held this morning, the following were elected directors of the Company: Andrew L. Tan, Katherine L. Tan, George T. Yang, Gerardo C. Garcia, Cirilo L. Manlangit, Francisco C. Canuto, and Enrique Santos L. Sy. LexLib The stockholders approved the following amendments to the Company's Articles of Incorporation: 1. Increase in the authorized capital stock from Ten Billion Two Hundred Million Pesos to Thirteen Billion Two Hundred Million Pesos, divided into Nine Billion Two Hundred Million common shares and Four Billion preferred shares. 2. Increase in the number of directors from five (5) to seven (7). 3. Change of corporate name from Megaworld Properties & Holdings, Inc. to Megaworld Corporation. 4. Change in the Company's primary corporate purpose to allow the conversion of the Company into a holding company; 5. Changes in the Company's secondary corporate purposes to allow the Company, the business of which is presently limited to real estate development, to engage in various businesses such as hotel, leisure, resort, and gaming; trading of goods and merchandise; information technology; and real estate development, marketing, and management. During the same meeting, the stockholders also approved the following matters: 1. Amendment to the By-Laws of the Company changing the date and time of the annual stockholders' meeting from 2:00 p.m. of the second Friday of May to 8:30 a.m. of the third Friday of June of each year. 2. Conveyance to BW Resources Corporation ("BWRC") of a 7,255-square meter portion of the Marina Square project of the Company in consideration for which, BWRC shall issue to the Company One Billion common shares of BWRC and shall provide financing for the construction of the Sheraton Marina Hotel and the Commercial Arcade. aisadc 3. Re-appointment of Punongbayan & Araullo as the independent auditors of the Company. SIGNATURE 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. MEGAWORLD PROPERTIES & HOLDINGS, INC. By: (SGD.) FRANCISCO C. CANUTO Duly Authorized Signatory