PSE Circular for Brokers No. 1956-98

August 24, 1998 PSE CIRCULAR FOR BROKERS NO. 1956-98 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. August 21, 998 Date of Report (Date of earliest event reported) 2. SEC Identification No. ASO94-8678 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 Province, Country or other jurisdiction or incorporation or organization 6. [ ] (SEC Use Only) Industry Classification Code 7. No. 1 Waterfront Drive, Off Sallinas Drive, Cebu City 6000 Address of principal office Postal Code 8. (032) 232-6989 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 Debit Outstanding Common stock, P1.00 par value 961,315,000 Subscription Warrants (including 163,685,000 underlying Common Stock, assuming full exercise 11. Indicate the item numbers reported herein: Items 4 and 9 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 Pursuant to the Fourth Annual Stockholders Meeting of the Corporation the stockholders elected the following as members of the Board of Directors to hold office for a term of one year and until their successors have been duly elected and qualified: LLpr Name of Directors 1. CHUA MA YU 2. CYNTHIA ROXAS-DEL CASTILLO 3. FELIPE CRUZ, JR. 4. KHOO BOO BOON 5. WANG YU HUEI Immediately following the said Annual Stockholder's Meeting, the newly elected Board of Directors held its organizational meeting where the following officers were unanimously elected: 1. CHUA MA YU Chairman/President 2. KHOO BOO BOON Treasurer 3. CYNTHIA ROXAS-DEL CASTILLO Secretary 4. FRANCES YU YU CHENG Assistant Secretary Item 5. Legal Proceedings Not Applicable Item 6. Changes in Securities Not applicable Item 7. Defaults Upon Senior Securities Not applicable Item 8. Changes in Fiscal Year Not applicable Item 9. Other Events Pursuant to the Fourth Annual Stockholders' Meeting of the Corporation, the stockholders representing more than two-thirds (2/3) vote approved the resolutions of the Board of Directors dated June 18, 1998 and August 21, 1998 respectively, as follows: a) Amendment of Articles of Incorporation Approving the amendments of Articles of Incorporation to change the principal office of the Corporation from Lapu-Lapu City to Cebu City as the flagship property. Waterfront Cebu City Hotel and Cebu International Convention Center are located in Cebu City. b) Extension of the Exercise Period of the Warrants of the Corporation Approving the extension of the Exercise Period of the Warrants of the corporation from three (3) years to five (5) years, thereby extending the expiry date of the Warrants from May 2, 1999 to May 2, 2001. LLjur 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 .