PSE Circular for Brokers No. 428-98

March 20, 1998 PSE CIRCULAR FOR BROKERS NO. 428-98 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 18 March 1998 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 Authorized Class Capital Stock Subscribed Paid-up Common 4,200,000,000 2,791,229,999 2,791,229,999 Preferred 4,000,000,000 1,000,000,000 1,000,000,000 10. Item Number 6. Changes in Securities In a meeting held this afternoon, 18 March 1998, the Board of Directors of Megaworld Properties & Holdings, Inc. (the "Corporation") approved the amendment to the terms of the Corporation's preferred shares of stock as stated in Article Seven of its Articles of Incorporation. The amendment grants to the Board of Directors the authority to issue preferred shares from time to time in one or more series as the Board may determine. Provided, that there shall be a series of preferred shares which shall be redeemable. The Board of Directors is also granted the authority to fix all other terms of the preferred shares. 11. Item 9. Other Events The Board of Directors approved the issuance by the Corporation of dollar-denominated convertible bonds to be offered to investors abroad. The bonds will be convertible into common shares of the Corporation or common shares of Empire East Land Holdings, Inc. beneficially owned by the Corporation. The Board of Directors has yet to fix the details of the convertible bond issue. cdpr The Board of Directors also approved the increase of the Corporation's authorized capital stock from Eight Billion Two Hundred Million Pesos (P8,200,000,000.00) to Ten Billion Two Hundred Million Pesos (P10,200,000,000.00) divided into Six Billion Two Hundred Million (6,200,000,000) common shares and Four Billion (4,000,000,000) preferred shares. The Board of Directors also approved the holding of the Corporation's annual stockholders' meeting on May 8, 1998 at 9:00 a.m. at the Eastwood City Information Center (Showroom), C-5 Road, Libis, Quezon City, Metro Manila, Philippines. The record date for determining stockholders entitled to notice and to vote during the annual stockholders' meeting shall be on April 2, 1998. The Agenda for the annual stockholders' meeting shall be as follows: 1. Proof of Notice to Stockholders 2. Determination of Quorum 3. Reading and Approval of Minutes of Previous Meeting 4. Report of Management for the year 1997 5. Ratification of Acts of the Board of Directors and Management for the year 1997 6. New Business: a. Amendments to Article Seven of the Articles of Incorporation 1) amendment to the terms of the preferred shares 2) increase in authorized capital stock of the Corporation b. Issuance of Dollar-Denominated Convertible Bonds c. Appointment of External Auditor 7. Election of Directors 8. Adjournment 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. llcd MEGAWORLD PROPERTIES & HOLDINGS, INC. By: (SGD.) CIRILO L. MANLANGIT SVP-Corporate Management