PSE Circular for Brokers No. 2799-98

December 21, 1998 PSE CIRCULAR FOR BROKERS NO. 2799-98 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. December 1998 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 Province, country or other jurisdiction of incorporation 6. (SEC Use Only) Industry Classification Code: 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 ULTRANA ENERGY & RESOURCES CORPORATION Room 206-L Pako Building, Pedro Gil corner Gen. Luna & Dart Streets, Paco, Manila 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 Debt Outstanding Class "A" Common 233,509,113 Class "B" Common 151,317,070 11. Indicate the item numbers reported herein: 2 Item 2. Disposition of Asset Magellan Capital Holdings Corporation ("MCHC"), a subsidiary of F & J Prince Holdings Corporation, has concluded its negotiations with Ogden Energy Asia Pacific Limited ("Ogden") for the acquisition by Ogden of MCHC's interest in Magellan Cogeneration, Inc. ("MCI"), consisting of shares of common stock, representing 50% of the outstanding capital stock of MCI, and advances and deposits on subscription. MCI is the owner and operator of a 63 MW diesel-fired power plant located at the Cavite Economic Zone in Rosario, Cavite. Under the Purchase Agreement, executed on 19 December 1998 between Ogden, MCHC and CMS Generation Pinamucan Limited Duration Company, the other shareholder in MCI, closing date of the above transaction shall be on or before 26 February 1999. The final consideration for the sale of MCHC's interest shall be determined at said closing date. Proceeds of the sale will be used for additional funding requirements of MCHC's other project company. Magellan Utilities Development Corporation which has a 300 MW power plant project in Batangas. 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