PSE Circular for Brokers No. 424-98

March 20, 1998 PSE CIRCULAR FOR BROKERS NO. 424-98 March 19, 1998 Securities & Exchange Commission Director Linda A. Daong Money Market Department SEC Building, EDSA Mandaluyong City Philippine Stock Exchange Compliance & Surveillance Dept. 4/F PSE Center, Exchange Road Ortigas Center, Pasig City Gentlemen : Please be informed that Ayala Land, Inc. (ALI) today signed a letter of intent to acquire a 38.4% ownership stake in C&P Homes, Inc. (CMP) for P3.6 billion. ALI is the country's biggest property concern and focuses on upscale developments such as high-end residential subdivisions in addition to office buildings, commercial centers and industrial/office parks. CMP is the largest mass housing developer in the Philippines. With a major stake in CMP, ALI will establish a significant strategic interest in the most promising segment of the real estate market to complement its high-end product lines. Currently, demand for mass housing far exceeds the industry's ability to supply that demand. For its part, CMP gains a powerful ally to assist the company in furthering its goal, begun over 20 years ago, of providing affordable housing for all Filipinos. Manuel B. Villar, Jr., founder and Chairman of CMP said, "This tieup will allow CMP to weather difficult economic conditions and places us in an excellent position to capitalize on an upturn in the overall economy. We welcome working with the Ayala group, especially the opportunity to tap ALI's broad range of resources and capabilities." The consolidated landbanks of both companies provide a solid platform for sustainable long term growth for both ALI and CMP. Each company has a landbank in excess of 3,000 hectares which complement each other in terms of location. Their strategic partnership opens up joint development opportunities not just in mass housing but in other real estate segments as well. Item 9. Other Matters Please refer to attached Press Release. 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. C & P HOMES, INC. Registrant (SGD.) JOHN G. HUANG Chief Financial Officer