PSE Circular for Brokers No. 222-99

February 5, 1999 PSE CIRCULAR FOR BROKERS NO. 222-99 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. February 5, 1999 Date of Report (Date of earliest event reported) 2. SEC Identification No. AS094-8878 3. BIR Tax Identification No. 080 000 978-254-NV 4. WATERFRONT PHILIPPINES, INCORPORATED Exact name of registrant as specified in its charter 5. Philippines Province, Country or other jurisdiction of incorporation or organization 6. (SEC Use Only) Industry Classification Code 7. 1, Waterfront Drive, Off Salinas Drive, Cebu City, Lahug 6000 Address of principal office Postal Code 8. 032/2329135 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 Debt Outstanding Common stock, P1.00 par value 981,315.00 Subscription Warrants (including underlying 163,635.00 Common Stock, assuming full exercise) 11. Indicate the item numbers reported herein: Item 4 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 Special Meeting of the Board of Directors of Waterfront Philippines, Inc. held on February 5, 1999, Mr. Chua Ma Yu steps down as President of the Corporation and remain non-executive Chairman of the Corporation. The Board further resolved to accept the resignation of Attorney Cynthia Roxas-Del Castillo as a Director of the Corporation with immediate effect and elected Mr Sherwin T. Gatchalian as President and Director with effect from February 5, 1999. The members of the Board of Directors and Officers of the Corporation are as follows Chairman Mr Chua Ma Yu President Mr Sherwin T. Gatchalian Director Mr Felipe A. Cruz, Jr. Director Mr Wang Yu Hei Director/Treasurer Mr Khoo Boo Boon Item 5. Legal Proceedings Not Applicable Item 6. Changes in Securities Not Applicable Item 7. Defaults Upon Senior Securities Not Applicable Item 8. Change in Fiscal Year Not Applicable Item 9. Other Events Not Applicable 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.) KHOO BOO BOON Director/Treasurer Waterfront Philippines, Inc .