PSE Circular for Brokers No. 954-99

May 3, 1999 PSE CIRCULAR FOR BROKERS NO. 954-99 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. 30 April 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) 867-8826 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 4,291,229,506 10. Item 9. Other Events The Board of Directors of Megaworld Properties & Holdings, Inc. ("Megaworld") approved, today, an increase in Megaworld's authorized capital stock from Ten Billion Two Hundred Million Pesos (P10,200,000,000.00) to Thirteen Billion Two Hundred Million Pesos (P13,200,000,000.00) divided into Nine Billion Two Hundred Million (9,200,000,000) common shares and Four Billion (4,000,000,000) preferred shares. Twenty-five per cent (25%) of the P 3 Billion increase will be subscribed by The Andresons Group, Inc. The increase in authorized capital stock will be submitted to Megaworld's stockholders for their ratification Megaworld's annual stockholders' meeting to be held on-June 18, 1999. LLphil 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. MEGAWORLD PROPERTIES & HOLDINGS, INC. By: (SGD.) LUKE T. TAN Assistant Corporate Secretary