PSE Circular for Brokers No. 2814-98

December 24, 1998 PSE CIRCULAR FOR BROKERS NO. 2814-98 CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11(a)-1(b)(3) THEREUNDER 1. 23 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 9. ULTRANA ENERGY & RESOURCES CORPORATION, Room 206-L Pako Building, Pedro Gil corner Gen. Luna & Dart Streets, Paco Manila Former name of 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: 9 Item 9. Other Events Magellan Utilities Development Corporation ("MUDC"), a project company of Magellan Capital Holdings Corporation ("MCHC") has signed a Memorandum of Agreement with the Manila Electric Company ("MERALCO") whereby the parties, among other things, shall negotiate for and enter into a Power Purchase Agreement ("PPA") for the supply by MUDC and the purchase by MERALCO of electric generating capacity and associated energy from a 321 MW power plant using natural gas as its primary fuel. The PPA shall replace and supercede the Power Supply Agreement earlier executed between the parties for a coal-fired facility. The Memorandum of Agreement was signed on behalf of MERALCO by its President, Mr. Manuel M. Lopez, and on behalf of MUDC by its President, Mr. Robert Y. Cokeng. MCHC is a subsidiary of F & J Prince Holdings Corporation. 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