PSE Circular for Brokers No. 329-99

February 24, 1999 PSE CIRCULAR FOR BROKERS NO. 329-99 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. February 23, 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 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 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 Assets All conditions for closing under the Agreement dated 19 December 1998 by and among CMS Generation Pinamucan Limited Duration Company ("CMS"), Magellan Capital Holdings Corporation ("MCHC"), a subsidiary of the Registrant, and Ogden Energy Philippine Holdings, Inc. ("Ogden") having been complied with, Ogden has acquired all of MCHC's interest in Magellan Cogeneration, Inc. ("MCI"), consisting of 32,950,000 shares, representing 50% of the outstanding capital stock of MCI, and shareholder advances. LLjur As previously stated, the proceeds from the sale of MCHC's interest shall be used for the additional funding requirements of the 300 MW power plant project to be undertaken by its affiliate, Magellan Utilities Development 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