PSE Circular for Brokers No. 191-98

February 23, 1998 PSE CIRCULAR FOR BROKERS NO. 191-98 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. 23 February 1998 Date of Report 2. SEC Identification Number: AS094-006430 3. BIR Tax Identification Number: 003-942-108 4. EMPIRE EAST LAND 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. 21st Floor, The World Centre 330 Sen. Gil J. Puyat Avenue Makati City, Philippines 1227 Address of principal office 8. (632) 867-8351 to 59 Registrant's telephone number, including area code 10. Securities registered pursuant to Sections 4 and 8 of the Securities Act Class Authorized Capital Stock Subscribed Paid-Up Common 8,000,000,000 3,186,886,720 3,186,886,720 Preferred 2,000,000,000 None None 11. Item Number 6 In its regular meeting held on 20 February 1998 at 5:20 p.m., the Board of Directors of Empire East Land Holdings, Inc. (the "Corporation") approved the amendment to the terms of the Corporation's preferred shares of stock as stated in Article Seven of the Articles of Incorporation. The preferred shares will no longer have voting rights except in those cases expressly provided by law and the enabling resolutions of the Board. The preferred shares may be issued from time to time in one or more series as the Board may determine. Provided, that there shall be a series of preferred shares which shall be redeemable. The Board is, moreover, granted authority to fix all other terms of the preferred shares. Item 9. Other Events In the same meeting, the Board also approved the following: 1. Subscription to preferred shares by various parties. 2. Amendment to Article Six of the Articles of Incorporation reducing the number of directors from eleven to seven. The proposed amendments to Articles Six and Seven of the Articles of Incorporation will be submitted to the stockholders for their approval in a referendum. 3. Amendment to the by-laws authorizing the creation of an executive committee. The amendment to the by-laws will be submitted for approval by the stockholders during the annual stockholders' meeting. 4. Holding of the annual stockholders' meeting on 17 April 1998 at 9:00 a.m. at Eastwood City, Libis, Quezon City. 5. Closing of the stock and transfer books on 10 March 1998, which shall also be the record date for determining stockholders entitled to notice and to vote during the annual stockholders' meeting. 6. Agenda of the stockholders' meeting, which shall include the following matters: Proof of Notice to Stockholders Determination of Quorum Reading and Approval of Minutes of Previous Meeting Report of Management for the year 1997 Ratification of Acts of the Board of Directors and Management for the year 1997 New Business: Amendment to By-Laws/Creation of an Executive Committee Appointment of External Counsel/External Auditor Election of Directors Adjournment