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

August 17, 1999 PSE CIRCULAR FOR BROKERS NO. 2048-99 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 9, 1999 Date of Report (Date of earliest event reported) 2. SEC Identification Number AS 094-8678 3. BIR Tax identification No. D80-003-978-254-NV. 4. Exact name of registrant as specified in its charter: WATERFRONT PHILIPPINES, INC. 5. PHILIPPINES Province, Country or other jurisdiction of incorporation or organization 6. (SEC Use Only) Industry Classification Code: 7. No. 1, Waterfront Drive, Off Salinas Drive, Lahug, Cebu City 600 Address of principal office Postal Code 8. (0632) 2326989 Registrant's telephone number, including area code 9. NOT APPLICABLE Former name, former address, if changed since last report. 10. Securities registered pursuant to Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common Shares P1.00 par value 961,315,000 Subscription Warrants 163,685,000 Underlying Common Stock to Subscription 163,685,000 11. Indicate the item numbers reported herein: Item 9. Other Events Item 5. Other Events At its meeting on August 7, 1999, the Board of Directors of Waterfront Philippines, Inc. adopted the company's Business Operating Strategy which shall include the following: (i) that the company shall continue and pursue more intensively its business in the hotel and casino operations; (ii) that the company shall consider the acquisition of other hotel and casino operations in other Philippine locations to provide its clients/customers with alternative destinations; (iii) that the company shall likewise consider investments in other allied activities specially in tourism-related areas; and (iv) that the company shall endeavor to effect such acquisitions through the issuance of additional shares of the company in order to preserve its cash to meet its capital funding and operational requirements; and (v) that acquisitions shall be subject to due diligence and to the applicable disclosure requirements of the Securities and Exchange Commission and the Philippine Stock Exchange. In view of the adoption of the business operating strategy which will entail the issuance of additional shares, the Board approved at its meeting held on August 7, 1999 the increase in the authorized capital stock of the company from P2.0 billion up to P5.0 billion. This will cover: (i) shares required to be issued resulting from the exercise of outstanding warrants; (ii) acquisitions/investments contemplated under the company's business operating strategy: and (iii) any issues that might arise from rights offerings, if any, as may be authorized by the Board. SIGNATURES ARTHUR R. PONSARAN Corporate Secretary