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 16, 1999 PSE CIRCULAR FOR BROKERS NO. 2330-99 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. 16 September 1999 Date of Report 2. SEC Identification No. 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 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 principle 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 5,041,229,506 10. Item 9(b) Please see Annex "A" 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 September 16, 1999 BW RESOURCE CORPORATION Chatham House, 10/F Valero corner Herrera Streets Salcedo Village, Makati City Attention: MR. EDUARDO G. LIM, JR. President Gentlemen : This will confirm our agreement to lock-up and escrow with the corporate secretary of BW Resource Corporation ("BW") all of the One Billion Two Hundred Million (1,200,000,000) common shares (the "Shares") of BW to be issued out of an increase in its authorized capital stock in the name of Megaworld Properties & Holdings, Inc. ("Megaworld") which shall be released only upon presentation and delivery of the transfer certificate of title to the Sheraton Marina Hotel and Arcade Project with a total land area of 7,255.30 square meters. more or less, and representing a portion of Transfer Certificate of Title No. 240433 of the Registry of Deeds of Manila, in the name of BW Resource Corporation, as required by the Securities and Exchange Commission, in an order of its Corporate and Legal Department dated 17 August 1999. This will further confirm our agreement to lock-up and escrow the Shares with a mutually acceptable escrow agent for a period of one (1) year from the date of listing of the Shares on the Philippine Stock Exchange ("PSE"), provided that, Megaworld shall be allowed to transfer, assign, sell and/or convey not more than once, during the period of the lock-up, some or all of the Shares by way of private placement in favor of any third party. Such Shares which have been transferred, assigned, sold and/or convey through private placement shall be subject to the same lock-up period, as if it were continued to be held by Megaworld. Very truly yours, MEGAWORLD PROPERTIES & HOLDINGS, INC. By: (SGD.) CIRILO L. MANLANGIT SVP-Corporate Management