SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6 -K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated June 14, 2005
(Commission File No. 1-15024)
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
(Name of Registrant)
Ramon Cojuangco Building
Makati Avenue, Makati City
Philippines 0721
(Address of Principal Executive Officers)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
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Form 20-F: y |
Form 40-F: o |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):
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Yes: o |
No: y |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation by Regulation S-T Rule 101 (b) (7):
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Yes: o |
No: y |
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
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Yes: o |
No: y |
Enclosure:
A copy of the disclosure letter we sent today to the Philippine Stock Exchange and the Securities and Exchange Commission with respect to certain discloseable events/information.
Security Code # CM-040
June 14, 2005
Philippine Stock Exchange
Philippine Stock Exchange Center
Exchange Road, Ortigas Center
Pasig City
Attention: Ms. Jurisita M. Quintos
Senior Vice President
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1, we submit herewith a copy of SEC Form 17-C with respect to certain discloseable events/information.
This shall serve as the disclosure letter for the purpose of complying with PSE Revised Disclosure Rules.
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Very truly yours,
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
MA. LOURDES C. RAUSA-CHAN Corporate Secretary
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June 14, 2005
Securities and Exchange Commission
SEC Building
EDSA, Mandaluyong City
Attention: Atty. Justina F. Callangan
Director, Corporation Finance Dept.
Gentlemen:
In accordance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1, we submit herewith five (5) copies of SEC Form 17-C with respect to certain discloseable events/information.
Thank you.
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Very truly yours,
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
MA. LOURDES C. RAUSA-CHAN Corporate Secretary |
COVER SHEET
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(Business Address: No. Street/City/Town/Province)
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ATTY. MA. LOURDES C. RAUSA-CHAN |
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814-3552 |
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SEC FORM 17-C |
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2,197,337 As of May 31, 2005 |
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STAMPS
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Remarks: Please use black ink for scanning purposes
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. 14 June 2005
Date of Report (Date of earliest event reported)
2. SEC Identification Number PW-55
3. BIR Tax Identification No. 000-488-793
4. PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
Exact name of issuer as specified in its charter
5. PHILIPPINES 6.____________ (SEC Use Only)
Province, country or other jurisdiction Industry Classification Code
of Incorporation
7. Ramon Cojuangco Building, Makati Avenue, Makati City 1200
Address of principal office Postal Code
8. (632) 814-3664
Issuer'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 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act
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Title of Each Class |
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
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We disclose that at the Annual Meeting of Stockholders of the Company held on June 14, 2005, the following persons were elected as directors, four (4) of whom are independent directors, of the Company for the ensuing corporate year:
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Antonio O. Cojuangco Helen Y. Dee Ray C. Espinosa Sadao Maki Napoleon L. Nazareno Bienvenido F. Nebres – Independent Director Manuel V. Pangilinan |
Corazon S. de la Paz Albert F. del Rosario Oscar S. Reyes – Independent Director Pedro E. Roxas – Independent Director Teresita T. Sy-Coson – Independent Director Shigeru Yoshida
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At the meeting of the Board of Directors of the Company that immediately followed the adjournment of the said Annual Meeting of Stockholders, the following persons were elected to the positions indicated opposite their respective names:
NAME POSITION
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Manuel V. Pangilinan Napoleon L. Nazareno Maria Lourdes C. Rausa-Chan
Anabelle L. Chua Rene G. Bañez
George N. Lim Claro Carmelo P. Ramirez Victorico P. Vargas Rosalie R. Montenegro Alfredo S. Panlilio Ernesto R. Alberto Menardo G. Jimenez, Jr. Jun R. Florencio Celso T. Dimarucut Florentino D. Mabasa, Jr.
Eriberto B. Gesalta Ramon B. Rivera, Jr. Emiliano R. Tanchico, Jr. Ricardo M. Sison Miguela F. Villanueva Cesar M. Enriquez Raymond S. Relucio Richard N. Ferrer Nerissa S. Ramos Ramon Alger P. Obias Alfredo B. Carrera Mario C. Encarnacion Ma. Luz Natividad A. Lim Jesus M. Tañedo Leo I. Posadas Ricardo C. Rodriguez Arnel S. Crisostomo Rebecca Jeanine R. De Guzman Jose Antonio T. Valdez Emeraldo L. Hernandez Joseph Nelson M. Ladaban Anna Isabel V. Bengzon Roberto G. Pador Lilibeth F. Pasa Enrique S. Pascual, Jr. Jose Lauro G. Pelayo Genaro C. Sanchez Jose A. Apelo June Cheryl C. Furigay Ma. Josefina T. Gorres Emmanuel B. Ocumen Gerardo C. Pena |
Chairman of the Board President & CEO Senior Vice President, Corporate Secretary and General Counsel Senior Vice President and Treasurer Senior Vice President and Chief Governance Officer Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President First Vice President and Controller First Vice President and Assistant Corporate Secretary First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President First Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President |
Also, at the same Board meeting:
(1) The following were appointed members of the Advisory Board/Committee:
Amado S. Bagatsing
Roberto R. Romulo
Benny S. Santoso
Christopher H. Young
Ricardo R. Zarate
(2) The following were appointed Chairmen, Members and Advisors of the Audit Committee, Executive Compensation Committee, Governance and Nomination Committee and Finance Committee:
Audit Committee
Rev. Fr. Bienvenido F. Nebres, S.J., Chairman
Oscar S. Reyes, Member
Pedro E. Roxas, Member
Corazon S. de la Paz, Advisor
Roberto R. Romulo, Advisor
Shigeru Yoshida, Advisor
Executive Compensation Committee
Albert F. del Rosario, Chairman
Ray C. Espinosa, Member
Oscar S. Reyes, Member
Pedro E. Roxas, Member
Shigeru Yoshida, Member
Governance and Nomination Committee
Manuel V. Pangilinan, Chairman
Rev. Fr. Bienvenido F. Nebres, S.J., Member
Oscar S. Reyes, Member
Teresita T. Sy-Coson, Member
Shigeru Yoshida, Member
Rene G. Bañez, Non-voting member
Victorico P. Vargas, Non-voting Member
Finance Committee
Corazon S. dela Paz, Chairman
Antonio O. Cojuangco, Member
Teresita T. Sy-Coson, Member
Amado S. Bagatsing, Member
Christopher H. Young, Member
Shigeru Yoshida, Advisor
The Chairman (Rev. Fr. Bienvenido F. Nebres, S.J.) and two (2) members (Messrs. Oscar S. Reyes and Pedro E. Roxas) of the Audit Committee are Independent Directors. Two (2) members (Messrs. Oscar S. Reyes and Pedro E. Roxas) of the Executive Compensation Committee are Independent Directors. Three (3) members (Rev. Fr. Bienvenido F. Nebres, S.J., Oscar S. Reyes and Ms. Teresita T. Sy-Coson) of the Governance and Nomination Committee are Independent Directors. At least one (1) member (Ms. Teresita T. Sy-Coson) of the Finance Committee is an Independent Director.
(3) Sycip Gorres Velayo & Co. was appointed as the Company’s independent auditors to audit the financial statements of the Company for the fiscal year 2005.
Pursuant to the requirements of the Securities Regulation Code, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
PHILIPPINE LONG DISTANCE
TELEPHONE COMPANY
By:
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
June 14, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
By: MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Date: June 14, 2005