PSE Circular for Brokers No. 2931-99

November 17, 1999 PSE CIRCULAR FOR BROKERS NO. 2931-99 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 November 1999 (Date of Report [Date of earliest event reported]) 2. SEC Identification Number 165539 3. BIR Tax Identification No. 320-000-157-237 4. CENTENNIAL CITY INC. Exact name of registrant as specified in its charter 5. Metro Manila, Philippines Province, country of other jurisdiction incorporation 6. (SEC Use Only) Industry Classification Code: 7. 15/F, BA-Lepanto Building, 8747 Paseo de Roxas, Makati City Address of Registrant's Principal Office 8. (632) 8132822 Registrant's Telephone Number, including area code 9. Securities registered pursuant to Sections 1 and 8 of the RSA (As of 31 October 1997) Title of each Class Number of shares of Common Stock Outstanding and Amount of Debt Outstanding Common Shares 6,000,000,000 Preferred Shares 0 10. Indicate the item numbers reported herein: In compliance with the Disclosure Rules of the Securities and Exchange Commission and the Continuing Listing Requirements of the Philippine Stock Exchange, please be informed that the Board of Directors of the Corporation, in its meeting this morning, approved the following: Item 2 The acceptance of the PNB Board-approved dacion en pago of 10 Floors in BA Lepanto Bldg. for a portion of the PNB Loan, currently standing at P795 Million, and the conversion of the remaining balance into a one year term loan. LibLex Item 4 a) The resignation of Messrs. Yotin Boondicharern, Chumpon Surintraboon, and Chaisak Suwansirikul as members of the Board of Directors and other committees, and the election of Messrs. Ramon Ang, Lorenzo Tan, and Federico Cadiz in their place and for the remainder of their term. b) The election of Mr. Ramon Ang as Chairman of the Board. replacing Mr. Premchai Karnasuta. cdlex c) The election of Mr. Micky Yong Mee Swee as President. replacing Mr. Chumpon Surintraboon. d) The election of Messrs. Ramon Ang, Micky Yong Mee Swee. Lorenzo Tan, and David Go as members of the Executive Committee, and Federico Cadiz as Secretary of the Executive Committee. Item 9 a) The postponement of the Annual Shareholders' Meeting previously set for 23 November 1999, and its rescheduling to 10 January 2000. The setting of the record date for shareholders entitled to vote at 15 December 1999, and the constitution of a special committee of inspectors for validation of proxies. b) The implementation of a debt-to-equity conversion plan involving: (1) The conversion into Common Shares at par of up to P300 Million of the loan of Bangkok Bank to the Company: (2) The conversion into Common Shares at par of the net pre-merger advances made by certain shareholders of the Company in the principal amount of P556,374,495.00; and cdlex (3) The conversion into Common Shares at par of the outstanding advances made by a consortium of investors in favor of the Company in the principal amount of P118,201,013.60, plus negotiated interest. and the appointment of the Executive Committee to determine the other terms and conditions of the plan, as may be negotiated with the lenders concerned. c) The implementation of a capital raising plan and the appointment of the Executive Committee to finalize the other terms and conditions of the plan, as may be negotiated with the investor, under the following framework: (1) Increase in authorized capital stock of up to P10 Billion, which includes: prcd (i) The creation and issuance of up to P3 Billion in Convertible Preferred Shares (ii) The creation of corresponding underlying Common Shares (iii) The creation and issuance of up to P2 Billion Common Shares for the debt-to-equity conversion (iv) The amendment of the Articles of Incorporation to effect the foregoing (2) Opening for subscription of up to P1.3 Billion unissued Common Shares llcd d) In connection with the equity infusion of an investor, the entry of the Company into a five-year Management Contract with the investor, and the appointment of the Executive Committee to finalize the other terms and conditions of the Management Contract as may be negotiated . 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. CENTENNIAL CITY INC. By: (SGD.) PETER C. SUCHIANCO Corporate Secretary