PSE Circular for Brokers No. 092-00

January 14, 2000 PSE CIRCULAR FOR BROKERS NO. 092-00 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. 21 December 1999 Date of Report (Date of earliest event reported) 2. SEC Identification Number 43370 3. BIR Tax Identification No. 000-829-097 4. F & J PRINCE HOLDINGS CORPORATION Exact name of Registrant as specified in its charter 5. Philippines 6. (SEC Use Only) Province, country or other jurisdiction Industry Classification Code: of incorporation 7. 4th Floor, Ortigas Building, Ortigas Avenue, Pasig City 1600 Address of principal Office Postal Code 8. (632) 634-8921 to 26 Registrant's telephone number, including area code 9. ____________________________________________ Former name or former address, if changed since last report 10. Securities registered pursuant to Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Outstanding Class "A" Common 233,509,113 Class "B" Common 151,317,070 11. Indicate the Item numbers reported herein: 9 Other Events (Item 9): Memorandum of Understanding on a Gas Supply & Purchase Agreement Magellan Utilities Development Corporation ("MUDC") and Shell Philippines Exploration B.V., Shell Philippines LLC and Texaco Philippines, Inc. (collectively, the "Gas Suppliers") have executed a Memorandum of Understanding on a Gas Sale & Purchase Agreement (the "MoU"), which provides the framework for a Gas Supply and Purchase Agreement between MUDC and the Gas Suppliers. The MoU defines the background, understanding and principles of the supply by the Gas Suppliers and the purchase by MUDC of natural gas from the Gas Suppliers' Camago-Malampaya reservoir project and which shall be the primary source of fuel of MUDC's 320 MW gas-fired power project under development in Pinamucan, Batangas. llcd MUDC is 48% owned by Magellan Capital Holdings Corporation, a subsidiary of the Registrant, 40% owned by GPU Power Philippines, Inc., a Delaware, U.S.A. corporation, and 12% by minority shareholders. SIGNATURES 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. F & J PRINCE HOLDINGS CORPORATION Registrant (SGD.) ROBERT Y. COKENG President