PSE Circular for Brokers No. 2765-98

December 15, 1998 PSE CIRCULAR FOR BROKERS NO. 2765-98 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. Date of Report (Date of earliest event reported): 14 December 1998 2. SEC Identification No.: 60566 3. BIR Tax Identification No.: 004-504-2281-VAT 4. Exact name of registrant as specified in its charter: EAST ASIA POWER RESOURCES CORPORATION (formerly Northwest Holdings & Resources Corporation) 5. Philippines Province, country or other jurisdiction of incorporation 6. (SEC Use Only) Industry Classification Code: 7. 20th Floor OMM-CITRA Condominium, San Miguel Avenue, 1605 Pasig City Postal Code Address of principal office 8. (632) 633-1626 Registrant's telephone number, including area code 9. Not applicable 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 Debt Outstanding Common 846,000,000 Outstanding Shares US$33,595,000.00 and PhP17,400,000.00 in Outstanding Debt 11. Indicate the item numbers reported herein: Item No. 9 12. Report on Item No. 9 Other Events The Board of Directors of East Asia Power Resources Corporation ("EAPRC" or the "Company"), wishes to inform the Securities & Exchange Commission ("SEC") and the Philippine Stock Exchange, Inc. ("PSE") that, in a facsimile letter of even date received this afternoon by EAPRC, the largest shareholder of the Company, Van der Horst, Ltd. ("VDHL"), informed the Company that it has today entered into a conditional Agreement for the Sale & Purchase of Shares and Convertible Loan (the "Agreement") for (i) the sale, at a price of Two Pesos (PhP2.00) per share (which at the exchange rate of US$1.00=PhP38.80 is equivalent US$20,070,000.00) for VDHL's entire holding of common shares, to EPEC Netherlands Holding B.V. ("EPEC", an acquisition vehicle established by El Paso Energy International Company ["El Paso"]), representing 46.023% of the issued and outstanding shares of EAPRC, with a par value of One Peso (PhP1.00) per share; and (ii) the assignment and transfer, at a consideration of US$49,930,000.00, of the rights, benefits, title and interest of VDHL and VDH East Asia Limited ("VEAL") in a Convertible Loan Agreement, among EAPRC, East Asia Diesel Power Corporation (a wholly-owned subsidiary of EAPRC), VDH and VEAL dated 01 April 1998, to and in favor of EPEC, whose obligation to pay the purchase price is guaranteed by El Paso. It is intended that the financial closing for the Agreement shall be before 31 March 1999. The closing is conditional upon, among other things, the signing of satisfactory restructuring agreements between EAPRC and its subsidiaries and their Philippine lenders and the approval of VDHL's shareholders. cdt 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. EAST ASIA POWER RESOURCES CORPORATION By: (SGD.) J. ILDEBRANDO B. AMBROSIO Assistant Corporate Secretary