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

September 3, 1999 PSE CIRCULAR FOR BROKERS NO. 2206-99 September 2, 1999 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a)-l(b)(3) THEREUNDER 1. 2 September 1999 Date of Report 2. SEC Identification Number 167423 3. BIR Tax Identification No. 320-000-477-103 4. MEGAWORLD CORPORATION Exact name of registrant as specified in its charter 5. Metro Manila 6. (SEC Use Only) Industry Classification Code 7. 28th Floor, The World Center 330 Sen. Gil J. Puyat Avenue Makati City, Philippine 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 Each Class Number of Shares of Stock Outstanding common 4,291,229,506 10. Item 9 (a) (1) The Board of Directors of Megaworld Corporation approved, this afternoon, the issuance of 930,400,000 zero-coupon, convertible non-voting, non-redeemable preferred shares (the "Series B Preferred Shares") to the Andersons Group, Inc. at the subscription price of One Peso (P1.00) per share. The Series B Preferred Shares shall be converted into common shares of the Corporation within sixty (60) days from the expiration of the two (2) years from the date of execution of the subscription agreement. The conversion price shall be fixed at a discount of ten percent (10%) of the average price of the closing prices of the common shares of the Corporation during the last ten (10) trading days prior to the execution of the subscription agreement but shall in no case be lower than the par value of the common shares of the Corporation. LexLib The Series B Preferred Shares shall have no pre-emptive right to subscribe to or purchase any shares of any class of the Corporation. 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 CORPORATION By: (SGD.) FRANCISCO C. CANUTO Duly Authorized Signatory