PSE Circular for Brokers No. 228-99

February 8, 1999 PSE CIRCULAR FOR BROKERS NO. 228-99 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. 5 February 1999 Date of Report 2. SEC Identification Number 167423 3. BIR Tax Identification Number 320-000-477-103 4. MEGAWORLD PROPERTIES & 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. 28th Floor, The World Centre 330 Sen. Gil J. Puyat Avenue Makati City Philippines 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 2,791,229,999 Preferred 1,000,000,000 10. Item 6. Changes in Securities In a special meeting held this afternoon, the Board of Directors of the Corporation, in accordance with Article Seven of the Corporation's Articles of Incorporation, classified as Series "A" preferred shares all of its Outstanding One Billion preferred shares. The Series"A" preferred-shares shall be non-participating and non-voting but shall be convertible immediately into common shares of the Corporation. LexLib The Board likewise authorized the execution by the Corporation of a subscription agreement with its subsidiary, Empire East Land Holdings, Inc., evidencing the subscription by the Corporation, under a private placement arrangement, to One Billion common shares of Empire East. The subscription price for said private placement shares shall be at par value or One Peso (P1.00) per share. The private placement shares shall be locked-up for 2 1/2 years from the date of their issuance. 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 PROPERTIES & HOLDINGS, INC. By: (SGD.) EDWIN B. MAQUINTO Corporate Secretary February 5, 1999