PSE Circular for Brokers No. 957-99

May 3, 1999 PSE CIRCULAR FOR BROKERS NO. 957-99 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11 (a)-l(b)(3) THEREUNDER 1. Date of Report (Date of earliest event reported): 30 April 1999 2. SEC Identification No.: 60566 3. BIR Tax Identification No.: 004-504-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$49,000,000.00 and PhP10,800,000.00 in Outstanding Debt 11. Indicate the item numbers reported herein: Item No. 1 (Change in Control: Item No. 2 (Acquisition of Asset) 12. Report on Item No. 1 (Change in Control) - Please refer to (1) below. Item No. 2 (Acquisition of Asset) - Please refer to (2), (3) and (4) below. The management 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, following the fulfillment of certain conditions precedent in a Master Agreement dated 22 April 1999 among El Paso Philippines Holding Company, Inc. ("El Paso"), Filinvest Development Corporation ("FDC"), the Company, East Asia Utilities Corporation ("EAUC") and Cebu Private Power Corporation ("CPPC"), the Company has today entered into the following transactions: (1) the full conversion by El Paso of the principal loan amount of US$25,995,000 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. The said loan is now considered fully paid. The Company will be applying for the registration and additional listing of the _______ shares issued in favor of El Paso, and upon completion thereof, El Paso will hold 64% of the issued and outstanding shares of the Company. (2) pursuant to the buyback option of the Company, the purchase from FDC of 100% of the shares of common stock of EAUC (the "EAUC Shares"). EAUC is the owner and operator of a 49.6MW bunker C diesel-fired power plant supplying electricity to the Mactan Export Processing Zone ("MEPZ") and the Visayan Electric Company, Inc. ("VECO") under separate long-term power supply agreements. EAUC is also the 100% owner of the shares of stock of CPPC, which is the owner and operator of a 73MW bunker C diesel-fired power plant supplying electricity exclusively to VECO. (3) the execution of a convertible loan agreement with El Paso, to secure funds for partial payment of the purchase price for the EAUC Shares, and the balance to be secured from a financial institution and (4) the pledge of the EAUC Shares and issuance of a surety in favor of FDC to secure the faithful performance by EAUC, CPPC and the Company of obligations in favor of FDC under the aforesaid transactions. 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