PSE Circular for Brokers No. 489-99

March 16, 1999 PSE CIRCULAR FOR BROKERS NO. 489-99 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. 12 March 1999 (Date of Report) 2. SEC Identification Number 163671 3. BIR Tax Identification No. 320-000-804-342 4. GUOCO HOLDINGS (PHILIPPINES), INC. Exact name of registrant as specified in its charter 5. Metro, Manila, Philippines Province, country or other jurisdiction of incorporation 6. [ ] (SEC Use Only) Industry Classification Code 7. 17/F, BA-Lepanto Building, 8747 Paseo de Roxas, Makati City Address of Registrant's Principal Office 8. (632) 887-8701 Registrant's Telephone Number, including area code 9. Securities registered pursuant to Sections 4 and 8 of the RSA (As of 28 February 1999) Title of each Class Number of shares of Common Stock Outstanding and Amount of Debt Outstanding Common Shares 2,366,444,383 Preferred Shares 0 Loans Payable P9.512 billion 10. Indicate the item numbers reported herein: Items 6 and 9 In compliance with the Disclosure Rules of the Securities & Exchange Commission, we wish to inform you that at the special meeting of the Board of Directors of Guoco Holdings (Philippines), Inc. (the "Corporation") held on 12 March 1999, the Board approved the following resolutions: 1. Subject to the ratification by the shareholders of the Corporation, as well as the approval by the appropriate regulatory bodies or agencies, an amendment of the Articles of Incorporation to reflect the reduction in the Corporation's authorized capital stock from P3 billion (composed of P2.4 billion worth of common shares and P600 million Convertible Preferred Shares) to P2.4 billion Common Shares due to the redemption/conversion of its P600 million worth of Convertible Preferred shares; LLjur 2. Subject to the approval of the appropriate regulatory bodies or agencies, the issuance by the Corporation of up to the U.S. Dollar equivalent of P1.5 billion of Convertible Bonds with a term of up to five years, to be issued at 100% face value, convertible (during a prescribed period before redemption date and subject to certain conditions) directly to Common Shares or, if conversion is made on or before 30 March 2000, indirectly to convertible zero coupon Preferred Shares with a 25% stock dividend entitlement, and redeemable at the option of both the Issuer and the Bondholders (under certain circumstances). 3. A Special Meeting of the Stockholders will be held on 29 April 1999 to consider the above matters and the record date for stockholders entitled to vote at said meeting is set at 26 March 1999. GUOCO HOLDINGS (PHILIPPINES), INC. By: (SGD.) DAISY L. PARKER Corporate Secretary