PSE Circular for Brokers No. 862-99

April 23, 1999 PSE CIRCULAR FOR BROKERS NO. 862-99 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. Date of Report (Date of earliest event reported) 22 April 1999 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, Pasig City 1605 Address of principal office Postal Code 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$25,995,000.00 and PhP10,800,000.00 in Outstanding Debt 11. Indicate the item numbers reported herein: Item No. 9 (Other Events) 12. Report on Item No. 4 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 special meeting of the Board of Directors called for such purpose, the Board of Directors has approved the following resolutions authorizing the Company, on or before 30 April 1999 and subject to the fulfillment of certain conditions precedent, to: (1) allow the full conversion by El Paso Philippines Holding Company, Inc. ("EI Paso"), of the loan amount of US$25,995,000 (stated in Item 10 above), and the accrued interest thereon, into shares of stock of the Company at the US Dollar-Philippine Peso exchange rate of US$1:PhP34.30 and conversion price of PhP2.862884183 per share. The exchange rate and conversion price are in accordance with the terms and conditions of the VDH East Asia Ltd. Convertible Loan Agreement dated 01 April 1998, which was assigned to El Paso on 02 February 1999. LexLib (2) exercise the option of the Company to buy back from Filinvest Development Corporation ("FDC") 100% of the shares of common stock of East Asia Utilities Corporation ("EAUC") under the terms and conditions of a Share Purchase Agreement; (3) enter into a convertible loan agreement with El Paso (the 'El Paso Convertible Loan Agreement) to secure funds for partial payment of the purchase price for 100% of the issued and outstanding shares of stock of EAUC (the "EAUC Shares"); (4) pledge the EAUC Shares and issue a surety in favor of FDC. In order to implement the foregoing, the Company was further authorized to: (1) execute a Master Agreement which provides the conditions precedent to be fulfilled in order for the parties to enter into binding agreements on the abovementioned matters; (2) conduct a stock rights offering for the purpose of repaying the amounts due upon maturity of the El Paso Convertible Loan Agreement; (3) increase the authorized capital stock of the Company from P1.3 billion to Six Billion Pesos (PhP6,000,000,000.00), par value P1.00 per share, to enable the Company to issue and cause the registration, offer and listing of shares of stock sufficient in number to repay the amounts due under the El Paso Convertible Loan Agreement; (4) amend the Articles of Incorporation of the Company so as to reflect the increase in authorized capital stock; (5) call for a special meeting of the stockholders of the Company on 26 May 1999 in Metro Manila, in accordance with its By-Laws, for the purpose of (i) approving the aforementioned increase in authorized capital stock (ii) approving the corresponding amendment to the Articles of Incorporation of the Company; and (iii) holding the Annual Stockholders' Meeting which the By-Laws require to be held on the last Wednesday of June of every year; LLpr (6) set the Record Date for the special stockholders' meeting as 23 April 1999, whereby stockholders of record as of said date shall be entitled to vote at the said special stockholders' meeting, and the ex-date shall be set in accordance with the rules and regulations of the Philippine Stock Exchange. 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