PSE Circular for Brokers No. 693-99

April 7, 1999 PSE CIRCULAR FOR BROKERS NO. 693-99 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. 6 April 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 6 April 1999, the Board approved to amend certain resolutions passed on 12 March 1999, as follows; 1. 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 the first anniversary of the first Issue Date , 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). LLpr 2. A Special Meeting of the Stockholders to be held on 28 May 1999 to consider the above matters and the record date for stockholders entitled to vote at said meeting is set at 23 April 1999. GUOCO HOLDINGS (PHILIPPINES), INC. By: (SGD.) MA. RHODORA P. DELA CUESTA Asst . Corporate Secretary