PSE Circular for Brokers No. 278-98

March 4, 1998 PSE CIRCULAR FOR BROKERS NO. 278-98 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. 3 March 1998 Date of Report 2. SEC Identification Number: : AS094-006430 3. BIR Tax Identification Number : 003-942-108 4. EMPIRE EAST LAND 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. 21st Floor, The World Centre 330 Sen. Gil. J. Puyat Avenue Makati City, Philippines 1227 Address of principal office 8. (632) 867-8351 to 59 Registrant's telephone number, including area code 9. Securities registered pursuant to Sections 4 and 8 of the Revised Securities Act Authorized Class Capital Stock Subscribed Paid-Up Common 8,000,000,000 3,186,886,720 3,186,886,720 Preferred 2,000,000,000 None None 10. Item Number 9 Megaworld Properties and Holdings, Inc. ("Megaworld"), the parent company of Empire East Land Holdings, Inc. (the "Corporation"), will subscribe, under a private placement arrangement, to One Billion Five Hundred Million (1,500,000,000) common shares of the Corporation. Negotiations for the private placement offering, which started late last year, culminated in the signing of a subscription agreement this afternoon between Megaworld and the Corporation. Under the subscription agreement, the purchase price for the common shares shall be one hundred and twenty percent (120%) of the previous twenty (20) days' average closing bid price at the time of execution of the subscription agreement, but in no case less than the par value of P1.00. Megaworld commits to hold on to the common shares for at least three (3) years from the date of issuance thereof. Said subscription by Megaworld is being made pursuant to Megaworld's desire to increase its investment in the Corporation in view of the bright prospects for the medium to low-cost housing market. The subscription is, however, conditioned upon the issuance by the Securities and Exchange Commission of a certificate of exception from the registration of the common shares subject of the private placement offering. pred 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. EMPIRE EAST LAND HOLDINGS, INC. By: (SGD.) ENRIQUE SANTOS L. SY Corporate Secretary 3 March 1998 SUBSCRIBED AND SWORN to before me this 3 rd day of March 1998, affiant exhibiting to me his Community Tax Certificate No. 18362990-E issued on January 08, 1998 at Manila, Philippines.