PSE Circular for Brokers No. 651-99

March 31, 1999 PSE CIRCULAR FOR BROKERS NO. 651-99 March 30, 1999 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. 30 March 1999 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) 867 826 to 40 Registrant's telephone number, including area code 9. Securities registered pursuant to Sections 4 and 8 of the Revised Securities Act Title of Each Class Number of Shares of Stock Outstanding Common 3,291,229,506 Preferred 1,000,000,000 10 Item 9. Other Events The Board of Directors of Megaworld Properties & Holdings, Inc. (the "Corporation") approved an amendment to the By-Laws of the Corporation moving the date of the annual stockholders' meeting from the second Friday of May to the third Friday of June of each year and the time of the meeting from 2:00 p.m. to 1:00 p.m. The amendment will be submitted to the stockholders of the Corporation for their approval during the annual stockholders' meeting for 1999 which shall be held on June 18, 1999 at 1:00 p.m. at the Eastwood City Information Center (Showroom), C-5 Road, Libis, Quezon City, Philippines. The amendment to the By-Laws and the postponement of the 1999 annual stockholders' meeting are designed to give the Corporation ample time to comply with the requirements of the Full Disclosure Rules of the Securities and Exchange Commission. The Board also fixed on April 30, 1999, the record date for determining the stockholders entitled to notice and to vote during the annual stockholders' meeting and approved the following agenda: 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 1998 5. Amendment to Articles of Incorporation: Increase in the number of Directors from five (5) to seven (7) 6. Amendment to By-Laws: Change in Date and Time of Annual Stockholders' Meeting 7. Sale of Sheraton Marina Hotel Lot to BW Resource Corporation 8. Election of Directors 9. Ratification of acts of the Board of Directors and Officers for the year 1998 10. 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. LLphil MEGAWORLD PROPERTIES & HOLDINGS, INC. By: (SGD.) LUKE T. TAN Assistant Corporate Secretary